EXHIBIT 10.2

                              SECURITY AGREEMENT

      THIS SECURITY AGREEMENT, dated effective as of March 31, 2000, between
CARRIAGE SERVICES, INC., a Delaware corporation (hereinafter called "SECURED
PARTY"), whose address is 1300 Post Oak Boulevard, Suite 1500, Houston, Texas
77056 and (the "Purchaser"), and RUSSELL W. ALLEN, (hereinafter the "DEBTOR"),
whose address is 11301 Lake Forest Drive, Conroe, Texas, 77384;

                             W I T N E S S E T H:
                             - - - - - - - - - -

            WHEREAS, the Debtor is indebted to the Secured Party pursuant to the
following promissory notes (collectively, the "Original Notes"):
<TABLE>
<CAPTION>
      ORIGINAL PRINCIPAL AMOUNT                       DATE
      -------------------------                       ----
<S>                                 <C>
            $ 316,714.00            July 9, 1996 (individually, the "July 9, 1996 Note")
            $  16,156.75            March 31, 1997 (individually, the "March 31, 1997 Note")
            $  23,301.00            March 31, 1998 (individually, the "March 31, 1998 Note")
            $ 507,255.03            April 1, 1999 (individually, the "First April 1, 1999 Note")
            $  50,000.00            April 1, 1999 (individually, the "Second April 1, 1999 Note")
            $ 100,000.00            October 19, 1999 (individually, the "October 19, 1999 Note")
</TABLE>
            WHEREAS, the Debtor has executed a Promissory Note payable to the
order of the Secured Party (the "Consolidated Note") which renews, modifies,
extends, rearranges, replaces and restates (but does not extinguish) the
indebtedness evidenced by the Original Notes; and

             WHEREAS, the Debtor and the Secured Party have entered into that
certain Amended and Restated Security Agreement - Pledge (the "Pledge
Agreement") as of even date herewith; and

             WHEREAS, the Secured Party, in consideration for its agreement to
renew, modify, extend, rearrange, replace and restate (but not extinguish) the
indebtedness evidenced by the Original Notes, desires to obtain additional
collateral to secure performance of Debtor's obligations under the Consolidated
Note; and

             WHEREAS, the Debtor has agreed to furnish such additional
collateral to secure the performance of Debtor's obligations under the
Consolidated Note;

             NOW, THEREFORE, the Debtor and the Secured Party agree as follows:

            I.    PARTIES, COLLATERAL AND OBLIGATIONS

            The Debtor, for fair, good and valuable considerations and
reasonably equivalent value, the receipt and sufficiency of which are hereby
acknowledged, hereby grants to the Secured
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Party a security interest in the following property except to the extent that
such property constitutes exempt property under applicable law:

            1. A security interest in all consumer goods of every nature and
            description whatsoever now owned or hereafter acquired by Debtor
            including all appurtenances and additions thereto and substitutions
            therefor, wheresoever located.

            2. A security interest in all equipment of every nature and
            description whatsoever now owned or hereafter acquired by Debtor
            including all appurtenances and additions thereto and substitutions
            therefor, wheresoever located, including all tools, parts and
            accessories used in connection therewith.

            3. A security interest in all farm products of every nature and
            description whatsoever now owned or hereafter acquired by Debtor
            including all appurtenances and additions thereto and substitutions
            therefor, wheresoever located.

            4. A security interest in all livestock of every nature and
            description whatsoever now owned or hereafter acquired by Debtor
            including all appurtenances and additions thereto and substitutions
            therefor, wheresoever located.

            5. A security interest in all general intangibles of every nature
            and description whatsoever now owned or hereafter acquired by Debtor
            including all appurtenances and additions thereto and substitutions
            therefor, wheresoever located.

            6. A security interest in all vehicles of every nature and
            description whatsoever now owned or hereafter acquired by Debtor
            including all appurtenances and additions thereto and substitutions
            therefor, wheresoever located

            7. A security interest in all accounts now owned or existing as well
            as any and all that may hereafter arise or be acquired by Debtor
            (excluding accounts which, under federal law, Debtor is prohibited
            from pledging), and all the proceeds and products thereof, including
            without limitation, all notes, drafts, acceptances, instruments and
            chattel paper arising therefrom, and all returned or repossessed
            goods arising from or relating to any such accounts, or other
            proceeds of any sale or other disposition of inventory.

            8. A security interest in all of Debtor's inventory, including all
            goods, merchandise and other tangible personal property, wheresoever
            located, now owned or hereafter acquired and held for sale or lease
            or furnished or to be furnished under contracts for service or used
            or consumed in Debtor's business and all additions and accessions
            thereto and contracts with respect thereto and all documents of
            title evidencing or representing any part thereof, and all products
            and proceeds thereof, wherever located and however situated.

            9. A security interest in all of Debtor's interest under chattel
            paper, lease agreements and other instruments or documents, whether
            now existing or owned by Debtor or hereafter arising or acquired by
            Debtor, evidencing both a debt and security interest in or lease of
            specific goods.

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            10. A security interest in all investment property of every nature
            and description whatsoever now owned or hereafter acquired by Debtor
            including all appurtenances and additions thereto and substitutions
            therefor, wheresoever located.

and any and all additions, accessions and substitutions therefor, together with
all proceeds, monies, income and benefits attributable or accruing to said
property, which Debtor is or may hereafter become entitled to receive on account
of said property, including, but not by way of limitation, all interest,
premium, redemption proceeds and other principal payments and all dividends and
other distributions on or with respect to such capital stock, whether payable in
cash, stock or other property and all subscription and other rights (all of such
foregoing property collectively called the "COLLATERAL"). The security interest
granted herein secures the prompt and full payment and performance of all of the
indebtedness, liabilities and obligations of Debtor to Secured Party
(hereinafter collectively called the "OBLIGATIONS"), whether joint or several,
direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, and all renewals, extensions, increases, modifications,
rearrangements, amendments and/or supplements of the Obligations, including,
without limiting the generality of the foregoing, the indebtedness evidenced by
or in connection with that Consolidated Note, and interest, all costs and
expenses and attorneys' fees and legal expenses payable by Secured Party in
connection herewith or therewith, all in accordance with the terms of this
Security Agreement. Unless otherwise agreed, all of the Obligations shall be
payable at the offices of Secured Party at the address set forth above.

            II.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR

            Debtor hereby represents, warrants, covenants and agrees that:

            (1) Except for the security interest granted hereby, Debtor is the
owner and holder of all the Collateral free from any adverse claim, security
interest, encumbrance, lien, charge or any other right, title or interest of any
person other than the Secured Party; Debtor has full power and lawful authority
to sell, transfer and assign the Collateral to Secured Party and to grant to
Secured Party a first, prior and valid security interest therein as herein
provided; the execution and delivery and the performance hereof are not in
contravention of any indenture, agreement or undertaking to which Debtor is a
party or by which Debtor (or its property) is bound; and Debtor will defend the
Collateral against all claims and demands of all persons at any time claiming
the same or any interest therein. Debtor hereby represents and warrants to
Secured Party that the Collateral is not subject to any buy-sell agreements,
irrevocable proxies or other restrictions, except as have been disclosed in
writing to Secured Party prior to the time this Security Agreement is executed.

            (2)(a) Debtor has not heretofore signed any financing statement or
security agreement, other than a financing statement or security agreement in
favor of the Secured Party, which covers any of the Collateral, and in which
Debtor is named as or has signed as "debtor", and no such financing statement or
security agreement, other than a financing statement or security interest in
favor of the Secured Party, is now on file in any public office.

            (b) As long as any amount remains unpaid on any of the Obligations
or as long as any credit from Secured Party to Debtor is in use by or available
to Debtor, with respect to the Collateral (i) Debtor will not enter into or
execute any security agreement or any financing statement other than those
security agreements and financing statements in favor of Secured Party
hereunder,

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and further (ii) there will not be on file in any public office any
financing statement or statements (or any documents or papers filed as such)
other than financing statements in favor of Secured Party hereunder unless, in
any case subject to this paragraph (b), the specific prior written consent and
approval of Secured Party shall have been obtained.

            (c) Debtor authorizes Secured Party to file, in jurisdictions where
this authorization will be given effect, a financing statement signed only by
Secured Party covering the Collateral. At the request of Secured Party, Debtor
will execute such documents as Secured Party may determine, from time to time,
to be necessary or desirable under provisions of the Uniform Commercial Code, as
adopted and amended, in the State of Texas (the "UCC") and other applicable law;
without limiting the generality of the foregoing Debtor agrees to execute, at
Secured Party's request, one or more financing statements in form satisfactory
to Secured Party, and Debtor will pay the cost of filing or recording the same,
or of filing or recording this Security Agreement in all public offices at any
time and from time to time, whenever filing or recording of any such financing
statement or of this Security Agreement is deemed by Secured Party to be
necessary or desirable. In connection with the foregoing, it is agreed and
understood between the parties hereto (and Secured Party is hereby authorized to
carry out and implement the following agreements and understandings and Debtor
hereby agrees to pay the cost thereof) that Secured Party may, at any time or
times, file as a financing statement any counterpart, copy or reproduction of
this Security Agreement signed by Debtor if Secured Party shall elect so to
file, and it is also agreed and understood that Secured Party may, if deemed
necessary or desirable, file (or sign and file) as a financing statement any
carbon copy of, or photographic or other reproduction of, this Security
Agreement or of any financing statement executed in connection with this
Security Agreement.

            (3) Debtor will not sell or offer to sell or otherwise transfer or
encumber the Collateral or any interest therein without the express prior
written consent of Secured Party; and Debtor will keep the Collateral free from
any lien, security interest, encumbrance, charge or claim adverse to the
interest of Secured Party.

            (4) All information supplied and statements made by Debtor in any
financial, credit or accounting statement or application for credit made or
delivered to Secured Party by or on behalf of Debtor prior to, contemporaneously
with or subsequent to the execution of this Security Agreement are and shall be
true, correct, complete, valid and genuine.

            (5) Debtor warrants and represents to Secured Party that the value
of the consideration received and to be received, directly or indirectly, by
Debtor as a result of the credit or other financial accommodations granted and
extended by Secured Party is fair consideration to Debtor and reasonably worth
at least as much as the Obligations, and that the financial accommodations
granted and extended by Secured Party have benefitted and may reasonably be
expected to benefit Debtor directly or indirectly, or both.

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<PAGE>
            (6) No part of the proceeds of any extension of credit under the
Consolidated Note will be used to purchase or carry any margin stock or to
extend credit to any person for the purpose of purchasing or carrying any such
margin stock. Neither Debtor nor any person acting on its behalf with the
consent of Debtor has taken or will take action which might cause this Security
Agreement or the Consolidated Note to violate Regulation G, or any other
regulation of the Board of Governors of the Federal Reserve System or to violate
Section 7 of the Securities Exchange Act of 1934 or any rule or regulation
thereunder, in each case as now in effect or as the same may hereinafter be in
effect. Debtor shall execute concurrently herewith a true, complete and correct
Federal Reserve Form G-3, and from time to time hereafter Debtor shall execute
upon the request of the Secured Party such other forms, stock powers and other
documents as the Secured Party may reasonably request in connection herewith.

            (7) The right of Secured Party to take possession or control of the
Collateral upon the happening of any of the events or conditions constituting a
default may be exercised without resort to any court proceeding or judicial
process whatever and without any hearing whatever thereon; and, in this
connection, DEBTOR EXPRESSLY WAIVES ANY CONSTITUTIONAL RIGHTS OF DEBTOR WITH
REGARD TO NOTICE. ANY JUDICIAL PROCESS OR HEARING PRIOR TO THE EXERCISE OF THE
RIGHT OF SECURED PARTY TO TAKE POSSESSION OR CONTROL OF THE COLLATERAL UPON THE
HAPPENING OF ANY OF THE EVENTS OR CONDITIONS CONSTITUTING A DEFAULT.

            (8) If after execution of this Agreement, Debtor acquires (directly
or indirectly, beneficially or of record) an interest in any assets, rights or
property which come within the description of the Collateral in Section I hereof
and which, by its nature, is not of a type in which the security interest
granted herein will be automatically perfected upon Debtor's acquisition
thereof, then (i) Debtor shall immediately notify Secured Party in writing of
such event, and (ii) Debtor shall execute and deliver to Secured Party such
additional instruments and take such additional action with respect to such
property as Secured Party shall request in its sole discretion so that Secured
Party shall have a first prior perfected lien, pledge and/or security interest
in such property. Without limiting the generality of the foregoing: (a) if
Debtor acquires any securities or other investment property, Debtor shall
immediately deliver the originals of all certificates or other written evidence
thereof to Secured Party, together with one or more stock powers or equivalent
instruments and additional pledge agreements with respect thereto as Secured
Party shall requires, and (b) if Debtor acquires any interest in real property,
Debtor shall execute and deliver to Secured Party such deeds of trust and/or
mortgages to be filed in the appropriate recording offices as Secured Party
shall require, all of the foregoing to be in form and substance acceptable to
Secured Party. Debtor further agrees to execute and deliver such further
instruments, agreements and documents, and to take such further action, as
Secured Party may request, in order to carry out the intents and purposes
thereof.

            III.  EVENTS OF DEFAULT

            Debtor shall be in default under this Security Agreement upon the
happening of any one or more of the following events or conditions:

            (1) Default in the payment when due of the principal of, or interest
on, the Consolidated Note or of any other of the Obligations;

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<PAGE>
            (2) Default in the performance of any agreement or obligation of
Debtor or of any maker, endorser, guarantor or surety of any liability or
obligation of Debtor to the holder of the Obligations;

            (3) Any warranty, representation or statement made in this Security
Agreement or made or furnished to Secured Party by or on behalf of Debtor in
connection with this Security Agreement or to induce Secured party to make any
loan to Debtor proves to have been false in any material respect when made or
furnished; or any financial statement of Debtor or of any endorser, guarantor or
surety on any of the Obligations which has been or may be furnished to Secured
Party by or on behalf of Debtor or such guarantor, endorser or surety shall
prove to be false in any material respect;

            (4) The levy of any attachment, execution, or other process against
Debtor or any of the Collateral;

            (5) Death, dissolution, termination of existence, insolvency or
business failure of Debtor or any endorser, guarantor or surety of any of the
Obligations, or the appointment of a receiver or other legal representative for
any part of the property of, assignment for the benefit of creditors by, or the
commencement of any proceedings under any bankruptcy or insolvency law by or
against, Debtor or any endorser, guarantor or surety for any of the Obligations;

            (6) Failure or refusal of Debtor to perform or observe any of the
covenants, duties or agreements herein imposed upon or agreed to be performed or
observed by Debtor.

            (7) The termination of Debtor's employment by Secured Party by
reason of (i) the breach of Debtor's obligations under the Employment Agreement
dated effective November 8, 1999 between Debtor and Secured Party (the
"Employment Agreement") or (ii) Debtor's discharge for Cause (as defined in the
Employment Agreement).

            IV. REMEDIES

            (1) In the event of any default in the payment of any of the
Obligations or any principal, interest or other amount payable thereunder, or
upon the occurrence of any of the Events of Default specified in Section III
hereof, at the option of the Secured Party, any or all of the Obligations shall
become immediately due and payable without demand, presentment for payment,
notice of non-payment, protest, notice of protest, notice of intent to
accelerate maturity, notice of acceleration of maturity or any other notice of
any kind to Debtor, any endorsers, guarantors and sureties of any of the
Obligations, or any part thereof (Debtor and all endorsers, guarantors and
sureties of any of the Obligations, or any part thereof, are herein individually
referred to as an "OBLIGOR" and collectively referred to as the "OBLIGORS"), or
any other person obligated thereon (whether or not liable with respect to the
Obligations or any part thereof), all of which are hereby expressly waived, and
Secured Party shall have and may exercise, with reference to the Collateral and
the Obligations, any or all of the rights and remedies of a secured party under
the UCC or other applicable law, and as otherwise granted herein or under any
other law or under any other agreement executed by Debtor, including, without
limitation, the right and power to sell, at public or private sale or sales, or
otherwise dispose of or utilize the Collateral and any part or parts thereof in
any manner permitted by the UCC or other applicable law after default by a
debtor, and to apply the proceeds thereof toward payment of any costs and
expenses, attorneys' fees and legal expenses thereby

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incurred by Secured Party and toward payment of the Obligations in such order or
manner as Secured Party may elect. To the extent permitted by law, Debtor
expressly waives any notice of sale or other disposition of the Collateral and
any other rights and remedies of Debtor or formalities prescribed by law
relative to the sale or disposition of the Collateral or exercise of any other
right or remedy of Secured Party existing after default hereunder; and to the
extent any such notice is required and cannot be waived, Debtor agrees (on its
own behalf and on behalf of each other Obligor) that if such notice is sent as
provided in Section V of this Security Agreement, at least ten (10) days before
the time of the sale or disposition, such notice shall be deemed reasonable and
shall fully satisfy any requirement for giving of notice.

            (2) Secured Party is expressly granted the right, at its option, to
transfer at any time to itself or to its nominee the Collateral, or any part
thereof, and to receive the monies, income, proceeds or benefits attributable or
accruing thereto and to hold the same as security for the Obligations or to
apply the same on the principal and interest or other amounts owing on any of
the Obligations, whether or not then due, in such order or manner as Secured
Party may elect. Secured Party is expressly granted the rights, exercisable at
its option at any time, whether before or after default, to take control of any
proceeds and to notify account debtors, lessees or obligors on any instrument to
make all payments directly to Secured Party on any and all accounts, leases or
instruments constituting, at any time or from time to time, a part of the
Collateral; and Debtor will, upon request of Secured Party, so notify all such
account debtors, lessees or obligors.

            (3) All recitals in any instrument of assignment or any other
instrument executed by Secured Party incident to the sale, transfer, assignment
or other disposition or utilization of the Collateral or any part thereof
hereunder shall be full proof of the matters stated therein and no other proof
shall be requisite to establish full legal propriety of the sale or other action
taken by Secured Party or of any fact, condition or thing incident thereto and
all prerequisites of such sale or other action or of any fact, condition or
other incident thereto shall be presumed conclusively to have been performed or
to have occurred.

            (4) All rights to marshaling of assets of Debtor, including any such
right with respect to the Collateral, are hereby waived by Debtor.

            V. GENERAL

            (1) Any deposit, deposit account, certificate of indebtedness or
deposit or other sums at any time credited by or due from the holder of the
Obligations to Debtor or any endorser, guarantor or surety of any of the
Obligations and any securities or other property of Debtor or any endorser,
guarantor or surety of any of the Obligations in the possession of the holder of
the Obligations (regardless of whether such deposits, sums, securities or
certificates are otherwise part of the Collateral) may at all times be held and
treated as, and shall at all times constitute, additional and cumulative
collateral security for the payment of the Obligations, and Debtor hereby grants
a security interest in all such deposits, sums, securities, certificates and
other properties as additional and cumulative security for the Obligations. The
holder of the Obligations may apply or set-off such deposits or other sums
against the Obligations at any time in the case of Debtor, but only with respect
to matured liabilities in the case of the endorsers, guarantors or sureties of
any of the Obligations.

            (2) Upon the occurrence of any of the Events of Default specified in
Section III hereof, Secured Party may, at its option, whether or not the
Obligations are due, demand, sue for,

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collect or make any compromise or settlement it deems desirable with reference
to the Collateral. Except as otherwise expressly provided herein, Secured Party
shall not be obligated to take steps necessary to preserve any rights in the
Collateral or proceeds thereof against other parties, which Debtor hereby
assumes to do.

            (3) This Security Agreement shall not be construed as relieving
Debtor from full personal liability on the Obligations and any and all future
and other indebtedness secured hereby and for any deficiency thereon.

            (4) No delay or omission on the part of Secured Party in exercising
any right hereunder shall operate as a waiver of any such right or any other
right. A waiver on any one or more occasions shall not be construed as a bar to
or waiver of any right or remedy on any future occasion.

            (5) The execution and delivery of this Security Agreement in no
manner shall impair or affect any other Security (by endorsement or otherwise)
for the payment of the Obligations, including, but not limited to, any
collateral pledged to Secured Party pursuant to the Pledge Agreement, and no
security taken hereafter as security for payment of any part or all of the
Obligations shall impair in any manner or affect this Security Agreement, all
such present and future additional security to be considered as cumulative
security. Any of the Collateral may be released from this Security Agreement
without altering, varying or diminishing in any way the force, effect, lien,
security interest or charge of this Security Agreement as to the Collateral not
expressly released, and this Security Agreement shall continue as a first
priority lien, security interest and charge on all of the Collateral not
expressly released until all sums and indebtedness secured hereby have been paid
in full. Any future assignment or attempted assignment or transfer of the
interest of Debtor in and to any of the Collateral shall not deprive Secured
Party of the right to sell or otherwise dispose of or utilize all of the
Collateral as above provided or necessitate the sale or disposition thereof in
parcels or in severalty.

            (6) Debtor and each Obligor specifically waives any notice of the
creation, advancement, increase, existence, extension or renewal of, or any
indulgence with respect to, the Obligations and any part thereof, and of any
non-payment thereof, or default thereon, and waives demand, protest, presentment
and notice of demand, protest and presentment, notice of intent to accelerate
maturity, notice of acceleration and any and all other notice with respect to
the Obligations, and waives notice of the amount of the Obligations outstanding
at the time, and agrees that the maturity of the Obligations and any part
thereof, may, to the extent not inconsistent with the express provisions hereof,
be accelerated, extended or renewed by Secured Party in its discretion or as may
be agreed to by any of the Obligors without notice to, or consent by, Debtor or
any Obligor. Debtor agrees that no creation, existence, advance, renewal,
increase or extension of, of any indulgence with respect to, the Obligations, or
any part thereof, no release, substitutions or exchange of any security for the
Obligations, or any part thereof, no release of any of the Obligors, or of any
other person primarily or secondarily liable on the Obligations, or any part
thereof, no delay in enforcement of payment of the Obligations, or any part
thereof, and no delay or omission or lack of diligence or care in exercising any
right or power with respect to the Obligations or any security therefor or
guaranty thereof under this Security Agreement shall in any manner impair,
affect or prejudice the rights of Secured Party hereunder or under any other
security agreement or other lien instrument executed by any of the Obligors or
any other person to Secured Party whether or not covering the Collateral.

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Debtor specifically agrees it shall not be necessary or required, and that
Debtor shall not be entitled to require, that Secured Party file suit or proceed
to obtain or assert a claim for personal judgment against any of the Obligors or
any other person or that Secured Party proceed against or foreclose against or
seek to realize upon any of the security now or hereafter existing for the
Obligations or to file suit or proceed to obtain or assert a claim for personal
judgment against any Obligor obligated on the Obligations before, or as a
condition of, or at any time after foreclosing upon or otherwise selling or
disposing or utilizing the Collateral for the purpose of paying the Obligations
or any part thereof. Debtor expressly waives any right to the benefit of, or to
require or control applications of, any security or the proceeds of any security
now existing or hereafter obtained by Secured Party as security for the
Obligations, or any part thereof, and agrees that Secured Party shall have no
duty or obligation insofar as Debtor is concerned to apply upon any of the
Obligations, any monies, payments or other property any time received by or paid
to the Secured Party, except as Secured Party shall determine in its sole
discretion.

            (7) Any notice or demand to Debtor hereunder or in connection
herewith may be given and shall conclusively be deemed and considered to have
been given and received upon the deposit thereof in writing in the United States
Mail, duly stamped and addressed to Debtor at the address first shown herein
above given for Debtor at the beginning of this Security Agreement or, if
applicable, at such other address as may have been designated most recently in
writing by Debtor to Secured Party; but actual notice to Debtor, however given
or received, shall always be effective.

            (8) All rights of Secured Party hereunder shall inure to the benefit
of its successors and assigns; and all obligations of Debtor shall bind its
successors and assigns.

            (9) Each term used in this Security Agreement, unless the context
otherwise requires, and in all events subject to any express definitions set
forth in this Security Agreement, shall be deemed to have the same meaning
herein as that given each such term under the UCC or other applicable law. As
used in this Security Agreement and when required by the context, each number
(singular and plural) shall include all numbers, and each gender shall include
all genders; and unless the context otherwise requires, the word "person" shall
include "corporation, firm or association".

            (10) The law governing this secured transaction shall be that of the
State of Texas existing as of the date hereof, provided, that if any additional
rights or remedies are granted by the law of the State of Texas to secured
parties or to persons similarly situated to Secured Party, then Secured Party
shall also have and may exercise any such additional rights or remedies.

            (11) This Security Agreement may be executed in multiple
counterparts, and each counterpart, when so executed and delivered, shall
constitute but one and the same instrument.

            (14) Secured Party is hereby authorized by Debtor, but not
obligated, to take such actions, give such notices, obtain such rulings and
consents and do such other things as Secured Party may deem appropriate in the
event of a sale or disposition of any of the Collateral. Debtor clearly
understands that Secured Party may in its discretion approach a restricted
number of potential purchasers and that a sale under such circumstances may
yield a lower price for the Collateral or any part or parts thereof than would
otherwise be obtainable if same were registered and sold in the open market, and
Debtor agrees that such private sales shall constitute a commercially reasonable
method of disposing of the Collateral.

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            Executed as of the day and year first above written.

                                    DEBTOR:

                                    ____________________________________________
                                    RUSSELL W. ALLEN


                                    SECURED PARTY:

                                    CARRIAGE SERVICES, INC.



                                    By:______________________________________
                                       MELVIN C. PAYNE, Chairman and Chief
                                       Executive Officer


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