**EXHIBIT 10.4**

**EMPLOYMENT AGREEMENT(Peter A.Friberg)**

 

     This Agreement made this28th day of August, 2001, by and among ROCK OF AGES CORPORATION, a Delawarecorporation, with a principal place of business at 369 North State Street,Concord, NH 03301 ("Company"), and PETER A. FRIBERG ("Employee") residing at 15Tamarack Lane, Barre, Vermont 05641.

FACTUAL BACKGROUND:

     A.     Employee has been Senior Vice President of the Companysince January 1996 under an employment agreement dated January 3, 1996 (the"Prior Agreement"). Company and Employee now wish to continue Employee's employment in a new position as Senior Vice President/Sales and Development,reporting to the Chief Operating Officer of the Memorials Division of theCompany, with principal responsibility for supervising, coordinating anddeveloping wholesale sales of the Company's memorials, as well as market andopportunity development for the Company's Memorials Division (the "Position")along with such other duties and responsibilities as Company may assign to Employee;and Employee wishes to accept such employment subject to the terms andconditions of this agreement.

     B.      Company and itsdirect and indirect subsidiaries, affiliates, parent and successors and assignsare sometimes herein sometimes referred to as the "ROAC Corporate Group."

     C.     Company and the ROACCorporate Group quarry and manufacture granite memorials, monuments and othergranite products, perform services related thereto, operate cemeteries andperform services in connection therewith; and market and sell granite, marble,bronze and other memorials and monuments, burial lots, crypts, niches andproducts related thereto, and services related to such products at wholesaleand retail in the United States and in various foreign countries (Company's "Business"or "Restricted Business") and have accumulated valuable and confidentialinformation including trade secrets and know-how relating to technology,manufacturing procedures, formulas, machines, marketing plans, sources ofsupply, business strategies and other business records.

     D.     Theagreement by Employee to enter into the covenants contained herein is acondition precedent to the continued employment of Employee in the Position,Employee acknowledges the same and that his execution of this agreement areexpress conditions of his continued employment; and that said covenants aregiven as material consideration for such employment and the other benefitsconferred upon him by this agreement.

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     E.     As usedherein the term "Company" shall refer to Company and where applicable to anydirect or indirect subsidiary or affiliate of Company for which Employee mayfrom time to time be performing services under this agreement.

     NOW, THEREFORE, in consideration ofsuch employment and other valuable consideration, receipt of which is herebyacknowledged, the parties thereto agree as follows:

     1.     Employment.  Company agrees to employ Employee, andEmployee accepts employment in the Position, reporting to the Chief OperatingOfficer of the Memorials Division of the Company, all upon the terms andconditions hereinafter set forth. TheCompany agrees that during the term of this agreement Employee shall not berequired to relocate his residence from the Central Vermont geographicregion. Employee understands and acknowledgesthat considerable business travel will be required for the Position.

2.     Duties and Policies.

(a)     Duties.  The Employee agrees to devote his full timeand best efforts to his employment duties in the Position, subject to therights of Company in the second sentence of this Section 2(a), and to suchother duties as may be assigned to him from time to time by Company. Company reserves the right in its solediscretion to request Employee to perform no duties for it under this agreementfrom time to time or at any time for such periods of time during the Term as itin its sole discretion may determine and in the event Company takes suchaction, Employee will thereafter not be eligible for any further increases inhis Annual Base Salary or for any bonuses until Company requests, if ever,Employee return to active work. 

(b)     Policies.  Employee agrees to abide by the policies,rules, regulations or usages applicable to Employee as established by Companyfrom time to time and provided to Employee in writing.

3.      Term. The term of this agreement (the"Term")shall be five (5) years, beginning January 1, 2001, unless terminated earlieras hereinafter provided.

4.     Compensation. For all services to be rendered by Employeein any capacity hereunder, the Company shall pay Employee the following:

(a)      Salary.  The company shall pay Employee an annualbase salary of One Hundred Sixty Thousand Dollars ($160,000) less withholdingand other taxes required by federal and state law (the "Annual Base Salary"),payable in equal monthly installments, or as otherwise required by law. Any increases in salary shall be in the sole discretion of the Board of Directors (or its Compensation Committee) which isresponsible for establishing officer's salaries.

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(b)     Bonus.  Employee may also be awarded a bonus orbonuses from time to time during the Term at such time, if any, as ROAC's Boardof Directors (or its Compensation Committee) may determine, in its solediscretion, to award such bonuses.

5.      Fringe Benefits.  During the term of this agreement, Employeeshall be entitled to participate in such fringe benefits as, from time to time,may be applicable to the Company's similarly situated executive employees,subject to the terms and conditions of such fringe benefit plans and to thefollowing fringe benefits:

(i)     Family medical andmajor medical health insurance, paid for by Company;

(ii)    Life insurance paid for by Company equal to one andone-half (1 1/2) times Employee's Annual BaseSalary (capped at $280,000 while working and $60,000 during retirement);

(iii)   Participation in Company's qualified 401(k)profit sharing plan pursuant to the terms thereof;

(iv)    Participation in Company's qualified defined benefitSalaried Employees Pension Plan pursuant to the termsthereof;

(v)     Participation in Company'slong-term disability insurance plan pursuant to the terms thereof; 

 (vi)    The use of an automobile comparable to the automobilesprovided to other officers of Company and payment by Company of the costs of operation and maintenance of the automobile;

(vii)   Vacation in accordance with Company'semployee policies, in effect from time to time; and

(viii)    Participation in the ROAC Salary Continuation Agreementdated as of January 1, 1996 pursuant to the terms thereof.

Fringe benefits provided to Employee will, in addition,generally be not less advantageous to Employee than those provided by Company toits senior officers. Fringe benefits as used in this Section do not include cashcompensation, stock options or other compensation.

6.     Termination.

(a)      Terminationbecause of Death or Total Disability. This Agreement will terminate automatically upon the date of Employee'sdeath or Total Disability. The Employeeshall be deemed to have incurred a Total Disability:

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  (i)         if Company maintains along-term disability policy in effect for the benefit of Employee, on the datewhen theEmployee shall have received total disability benefits under said policy for aperiod of six (6) months;

 (ii)        if no such long-term disabilityinsurance policy is in effect, on the date when the Employee suffers from aphysical or mental disability of such magnitude and effect that the Employee isunable to perform the essentialfunctions of Employee's assigned position with or without reasonableaccommodation and such disabilitycontinues during a period of twelve (12) continuous or non-continuous monthswithin eighteen (18) month periodbeginning on the first day of the month period beginning on the first day of themonth in which the first day ofdisability occurs;

 (iii)      if Employee illegally uses drugs and, as aresult, performance of his duties and/or employment with Company is in any way impaired; or

 (iv)     on the date when Employee receives more than 12weeks of payments under the Social Security Act because of determination by the Social Security Administration that Employee is totallydisabled.

Total Disability as set forth in subsections (ii) or (iii)above shall be deemed to have occurred upon the written certification toCompany thereof by the Employee's personal physician, which certification maybe requested in writing by Company. If the Employee does not have a personalphysician or refuses to consult with his personal physician, Company may selecta licensed Vermont physician, board-certified in internal medicine or familypractice, at Employee's cost, to examine the Employee, which physician shall,for purposes hereof, be deemed to be the Employee's personal physician;provided, that if the Employee refuses to be examined by this deemed personalphysician within thirty (30) days after the physician's appointment by Company,then the Employee may at Company's election be conclusively presumed to havebecome Totally Disabled as of the close of such thirty (30) day period. If Company disagrees with the opinion of theEmployee's personal physician, then Company may select a second licensed,board-certified Vermont physician, at Company's cost, to examine the Employee.If said two (2) physicians disagree as to whether Employee is Totally Disabled,then the personal physician and this second physician shall then select a thirdlicensed, board-certified Vermont physician, with the cost of this thirdphysician to be split between Employee and Company, to examine theEmployee. Upon examination of theEmployee by the three (3) physicians, each physician shall render an opinionwith respect to the condition of the Employee in regards to his TotalDisability, and the opinion of a majority of the physicians shall be bindingupon all parties.

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 (b)     TerminationWithout Cause.  Company shall havethe right to terminate this agreement and Employee's employment under thisagreement without cause, provided, however that in the event of suchtermination Company shall continue to pay the Employee's Annual Base Salary inequal monthly installments for a period of thirty (30) months following suchtermination, or for the remainder of the Term, whichever is shorter (the "Severance Period") as severance payments.Except for the severance payments provided in this subsection and thecontinuation of health care coverage through the Severance Period, Employeeshall not be entitled to payment of any further compensation or benefits underthis agreement in the event of a termination without cause. Employee's covenants in sections 7, 8, 9 and10 of this agreement shall apply notwithstanding any termination under thisagreement, and the time periods referenced in section 10 shall run from the dateof termination through the Severance Period.

(c)     Termination With Cause.  Company may terminate this agreement and theemployment of the Employee at any time with Cause and without further notice. Cause for Company's termination of Employeeshall include, without limitation, conduct by the Employee which constitutescause under applicable law or the occurrence of any of the following events:(i) repeated neglect of, inattention to, or failure to timely performEmployee's duties; (ii) excessive absences and/or tardiness; (iii) misappropriationof supplies, equipment, or funds of Company, ROAC Corporate Group or anypredecessor to the Company or ROAC Corporate Group (collectively, the"Predecessors"); (iv) insubordination towards directors or officers to whom theEmployee reports; (v) repeated discourtesy to, harassment of, or intimidationof employees or customers; (vi) falsification of Company's, ROAC CorporateGroup's, or any Predecessor's business or employment records; (vii) illegal useof drugs or abuse of alcohol which in any way affects Employee's performance ofhis duties and/or employment with the Company; (viii) violation, default orbreach of any of Employee's covenants and agreements under this agreement; (ix) the commission by Employee of anycriminal activity against Company, ROAC Corporate Group, or any of thePredecessors or their employees, agents and customers, or conduct which theCompany's Board of Directors reasonably believes constitutes such criminalactivity; or (x) any inappropriate behavior which the Company's Board ofDirectors reasonably determines will have or has had an adverse affect on thereputation, business, trademarks, trade names and ROA Brands, and/or financialaffairs of Company or the ROAC Corporate Group, (any such termination is herein sometimes referred to as a"Termination With Cause" or as "Terminated With Cause"). In the event that Employee's employment isTerminated With Cause or Employee resigns in lieu of such termination, Employeeshall only be entitled to be paid any expenses he has incurred prior to thetermination and for which he is entitled to reimbursement hereunder, and suchpro-rated Annual Base Salary as he may have earned up to the date oftermination. Employee's covenants in sections 7, 8, 9 and 10 of this agreementshall apply notwithstanding any termination under this agreement.

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(d)     Termination by the Employee.  Employee may resign from employment at anytime for any reason and terminate this agreement by giving thirty (30) days'written notice to Company (any such termination is herein sometimes referred toas a "Voluntary Termination") of such intention. In such event, Company may, in its discretion, permit theEmployee to work through the notice period or accept the Employee's immediate resignation. In the event that Employee resigns fromemployment, Employee shall only be entitled to be paid any expenses he hasincurred prior to such resignation and for which he is entitled toreimbursement, and such prorated salary as he may have earned up to the date ofresignation. Employee's covenants insections 7, 8, 9 and 10 of this agreement shall apply notwithstanding anytermination under this agreement, and the time periods referenced in section 10shall run from the date of termination.

7.     Non-Disclosure of ConfidentialInformation.  Employee acknowledgesthat during his employment, he has and will become fully familiar with allaspects of the Company's Businesses and the ROAC Corporate Group's businessesand will obtain access to confidential and proprietary information relating tosuch businesses. Employee understands,agrees and covenants that such information is valuable and Employee has noproperty interest in it. Therefore,Employee covenants and agrees that during his employment with Company and theROAC Corporate Group and thereafter Employee will not use, disclose,communicate or divulge such information to any person not employed by Companyand the ROAC Corporate Group or use such information except as may be necessaryto perform his duties as an Employee under this agreement. Employee's obligations in this section shallsurvive the expiration of the Term of this agreement and/or termination ofEmployee's employment under this agreement for any reason whatsoever.

8.    Non-Solicitation of Employees,Clients and Customers. During theTerm of this agreement and for the period of Employee's non-competitioncovenant set forth in Section 10 hereof, following the termination of thisagreement, Employee agrees not to, on his own behalf or on behalf of any otherperson, corporation, firm or entity, directly or indirectly, solicit or induceany client, customer, employee or sales representative of Company or the ROACCorporate Group to stop doing business with or to leave any of said companiesfor any reason whatsoever or to hire any of said companies' employees.

9.   Return of Property.  Upon termination or nonrenewal of thisagreement for any reason, Employee agrees to immediately return all Company andROAC Corporate Group property, whether confidential or not, without keeping anycopies or excerpts thereof, including, but not limited to, computers, printers,customer lists, samples, product information, financial information, pricelists, marketing materials, keys, credit cards, automobiles, technical data,research, blueprints, trade secrets information, and all confidential orproprietary information.

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 10.   Non-Competition Covenant byEmployee. Company and the Employeeagree that Company is currently engaged in the Restricted Business and Companyand the ROAC Corporate Group are engaged in the Restricted Business in all ofthe states of the United States and in all of the provinces of Canada (hereinthe territory of all such states and provinces is referred to as the"Restricted Territory") and has hired the Employee to expand and grow theRestricted Business in the Restricted Territory. Accordingly, as a material and essential inducement to Company tocontinue the Employee's employment in the Position and in consideration ofCompany's agreements with the Employee under this agreement, Employee agreesthat during the Term of this agreement:(1) if this agreement is terminated by the Company without cause,Employee will not, in the Restricted Territory, directly or indirectly, in anymanner whatsoever during the Severance Period; or (2) if this agreementis terminated for any other reason, Employee will not, in the RestrictedTerritory, directly or indirectly, in any manner whatsoever for a period equalto the lesser of two (2) years after such termination, or the remaining term ofthis agreement had it not been terminated:

 (a)     compete with Company, its successor and assigns, orthe ROAC Corporate Group, its successors and assigns, in the RestrictedBusiness;

 (b)    engage in the Restricted Business,except as an employee of Company or the ROAC Corporate Group;

(c)     have any ownership interest in(other than the ownership of less than five percent (5%) of the ownershipinterests of a company whose stock or other ownership interests are publiclytraded) any business entity which engages, directly or indirectly, in theRestricted Business in the Restricted Territory except for any ownershipinterest owned by Employee during the Term of this agreement, and aftertermination of this agreement, in the Company or in any member of the ROACCorporate Group;

 (d)      contract, subcontract, work for, solicit workfrom, solicit Company or ROAC Corporate Group employees for, or solicitcustomers for, advise or become affiliated with, any business entity whichengages in the Restricted Business in the Restricted Territory except as anemployee of Company or of the ROAC Corporate Group; or         

 (e)      lend money or provide anything of value to anyentity which engages in the Restricted Business in the Restricted Territory.

 The term "compete" as used in thisSection 10 means engage in competition, directly or indirectly, either as anowner, agent, member, consultant, partner, sole proprietor, stockholder, or anyother ownership form or other capacity.

 While the restrictions as set forthherein and in Section 10 are considered by the parties hereto to be reasonablein all circumstances, it is recognized that any one or more of such restrictionsmight fail for unforeseen reasons.  Accordingly, it is hereby agreed anddeclared that if any of such restrictions shall be adjudged to be void asunreasonable in all circumstances for the protection of Company and the ROACCorporate Group and their interests, but would be valid if part of the wordingthereof were deleted, the period thereof reduced, or the range of activities orarea dealt with reduced in scope, such restrictions shall apply with the minimummodification as may be necessary to make them valid and effective, while stillaffording to Company and the ROAC Corporate Group the maximum amount ofprotection contemplated thereby.

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Employee represents that he hascarefully reviewed Employee's restrictive non-competition covenant set forth inthis Section 10 and non-solicitation covenant in Section 8 and has determinedthat these covenants will not impose undue hardship, financial or otherwise, onEmployee; that their Restrictive Territory and duration will not impose ahardship on Employee; that they protect Company's and the ROAC Corporate Group'slegitimate interests in their investment in Employee and their RestrictedBusiness; and that in Employee's opinion Employee not being able to compete inthe Restrictive Territory for the duration of this covenant will not beinjurious to the public interest.

Employee agrees that Employee's breach of his covenants inthis Sections 7, 8, 9 and 10 will cause irreparable harm to Company and the ROACCorporate Group.

11.     Loyalty.  Employee shall devote his full time and bestefforts to the performance of his employment under this agreement. During the term of this agreement, Employeeshall not at any time or place whatsoever, either directly or indirectly,engage in the Restricted Business or any other profession or active business toany extent whatsoever, except on or pursuant to the terms of this agreement, orwith the prior written consent of Company.Employee agrees that he will not, while this agreement is in effect, doany unlawful acts or engage in any unlawful habits or usages which injure,directly or indirectly, Company and its Business or the ROAC Corporate Groupand its businesses. Company agrees thatif it exercises its rights in Section 2(a) hereof to have Employee perform noduties for it, then during such period of time during the Term as Employee isso not performing his duties, Employee may engage in other employment whichdoes not violate the non-competition covenant in Section 10 and his othercovenants in Sections 7, 8, 9, 10 and 11 of this agreement.

12.     Governing Law, Jurisdiction andVenue.  This agreement shall begoverned by and construed in accordance with the laws of the State of Vermont;and any actions brought pertaining to the same shall lie only in the WashingtonCounty Superior Court, Vermont, or the U.S. District Court for the District ofVermont, which are the sole and exclusive forums for any actions or claims bythe parties to this agreement and each party consents to the jurisdiction of,and venue in, said courts in any action brought by another party hereto andagrees that no claims or actions relating to any matter hereunder will bebrought by them in any other courts of said State, any other state or any othercountry.

13.     Headings.   The descriptive headings of the severalsections of this agreement are inserted for convenience of reference only andshall not control or affect the meanings or construction of any of theprovisions hereof.

14.    Severability and Violation ofLaws.   If any provision of thisagreement shall be held invalid or unenforceable according to law, suchprovision shall be modified to the extent necessary to bring it within thelegal requirements. Any such invalidityor unenforceability shall not affect the remaining provisions of thisagreement, and such remaining provisions shall continue in full force and effect.

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15.     Specific Performance.   The Employee hereby agrees and stipulatesthat it would be impossible to measure in monetary terms the damages whichwould be suffered by Company in the event of any breach by Employee of Sections7, 8, 9, 10, 11 and 12 of this agreement.Therefore, if either party hereto shall institute any action in equityto enforce such sections of this agreement, it is agreed that the other partyhereto waives any claim or defense that the plaintiff has an adequate remedy atlaw, and the other party hereto agrees that the plaintiff is entitled tospecific performance of such terms of the agreement.

16.     Notices.    Any notice or other communication requiredor permitted under this agreement shall be in writing and shall be deemed tohave been duly given (i) upon hand delivery, or (ii) on the third day followingdelivery to the U.S. Postal Service as certified or registered mail, returnreceipt requested and postage prepaid, or (iii) on the first day followingdelivery to a nationally recognized United States overnight courier service fornext business day delivery with fee prepaid or (iv) when telecopied or sent byfacsimile transmission if an additional notice is also given under (i), (ii) or(iii) above within three days thereafter.Any such notice or communication shall be directed to a party at itsaddress set forth or at such other address as may be designated by a party in anotice given to all other parties hereto in accordance with the provisions ofthis Section.

For the Company:

Mr. Kurt M. SwensonChairman ofthe Board and Chief Executive OfficerRock ofAges Corporation369 NorthState StreetConcord, NH03301Telephone:   (603) 225-8397Telecopy:      (603) 225-4801

with a copy to:

Michael Tule,VicePresident and General CounselRock ofAges Corporation369 NorthState StreetConcord, NH 03301Telephone:    (603) 225-8397Telecopy:      (603) 225-4801

For theEmployee:

Mr. Peter A. Friberg15Tamarack LaneBarre,VT 05641

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17.      Assignment.   The rights and obligations of Companytogether with its obligations and all of the Employee's covenants andagreements hereunder may be assigned by Company to any third party by operationof law or by contractual assignment; and upon such assignment Company shall berelieved of all of its obligations, agreements, duties and covenantshereunder. The rights and obligationsof the Employee under this agreement are not assignable.

18.    Complete and Entire Agreement.  This agreement contains all of the termsagreed upon by the parties with respect to the subject matter hereof andsupersedes all prior agreements, representations and warranties of the partiesas to the subject matter hereof. ThePrior Agreement is specifically terminated hereby in all respects andsuperceded entirely by the terms and provisions of this agreement. Notwithstanding the foregoing, the SalaryContinuation Agreement between the Company and Employee dated as of January 1,1996 shall remain in full force and effect.

19.     Amendments.   This agreement may be amended, or anyprovision of the agreement may be waived, provided that any such amendment orwaiver will be binding on the parties only if such amendment or waiver is setforth in a writing executed by all parties hereto. The waiver by any party hereto of a breach of any provision ofthis agreement shall not operate or be construed as a waiver of any otherbreach.

20.       Survival. Sections 7, 8, 9, 10, 11, 12, 13, 15, 16,17, 18 and 20 shall survive expiration of the Term of this agreement and/ortermination of Employee's employment under this agreement.

                 IN WITNESS WHEREOF, the partieshereto have executed this agreement, all as of the date first written above.

| WITNESS:        |  | ROCK OF AGES CORPORATION                                                                                                                                                                                                                                                                                |
|-----------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |  |                                                                                                                                                                                                                                                                                                         |
| /s/Michael Tule |  | By: /s/Kurt M. Swenson            Kurt    M. Swenson            Chairman of    the Board and            Chief    Executive Officer |
|                 |  |                                                                                                                                                                                                                                                                                                         |
| WITNESS:        |  |                                                                                                                                                                                                                                                                                                         |
|                 |  |                                                                                                                                                                                                                                                                                                         |
| /s/Michael Tule |  | /s/ Peter A. Friberg     Peter A. Friberg                                                                                                                                                                                                                                           |

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