**EXHIBIT 10.15
**SUPPLY AGREEMENT**

     This Supply Agreement made this 11th day ofJanuary 2002, by and among ROCK OF AGES CORPORATION, a Delaware corporation withits principal office located at 772 Graniteville Road, Graniteville, Vermont05654 ("ROCK"); and ADAMS GRANITE CO., INC. a Vermont corporation ("Adams").

RECITALS:

     WHEREAS, ROCK and Adams have entered into aPurchase and Sale Agreement dated January 11, 2002 ("Purchase and SaleAgreement") pursuant to which ROCK has agreed to sell, and Adams has agreed topurchase, certain real estate and manufacturing assets known as the LawsonManufacturing Plant.

     WHEREAS, capitalized terms shall have themeanings set forth in the Purchase and Sale Agreement, unless otherwise definedherein;

     WHEREAS, Pursuant to the Purchase and SaleAgreement, Adams has agreed to enter into a supply agreement with ROCK upon theterms and conditions set forth therein and herein; and

     WHEREAS, accordingly, ROCK and Adams believe itis in their mutual interests for Adams to supply granite memorials and monumentsto be manufactured at the Lawson Manufacturing Plant (collectively referred toas "Monuments") at prices agreed in advance, all upon the terms and conditionsas hereinafter set forth.

     NOW THEREFORE, for good and valuableconsideration, the receipt and sufficiency of which are herein acknowledged, theparties agree as follows:

     1.    Purchase andSupply of Monuments. Adams agrees to supply ROCK and its subsidiaries,affiliates and designees (hereafter in this Agreement, the term "ROCK" shall bedeemed to include Rock of Ages Corporation and its subsidiaries, affiliates anddesignees) with Monuments for a term of seven (7) years (herein the "Term").ROCK will order Monuments with or without sandblast as determined in its solediscretion. ROCK presently expects that approximately twenty percent (20%) ofits annual orders will be sandblast charges.

     2.    Price forMonuments and Delivery. 

     a.    The price to becharged by Adams for Monuments during the Term shall be as set forth inExhibit 2.1. Rock will purchase Monuments on open account by submittingits then current purchase order. Purchase orders may be submitted electronicallyor in hard copy. Each purchase order shall specify a delivery date for theMonument. Delivery dates shall be set in accordance with the then currentaverage lead times at the ROCK manufacturing plant for the particular type ofMonument to be produced. ROCK will provide Adams with a current schedule of leadtimes, which schedule may be amended from time to time by ROCK to reflectany changes in lead times. In the event of a conflict between the purchase orderand this Agreement, this Agreement will prevail. No other terms shall beapplicable to the purchase of such memorials, including, but not limited toAdam's standard sales or invoice terms. Adams will invoice ROCK on the first dayof each calendar month during the Term for all Monuments shipped during theprevious month, which invoice shall be payable within fifteen (15) days frominvoice date on a net basis. ROCK shall use its best efforts to place orderswith Adams as such orders are received by ROCK from its customers, takingaccount of customary seasonal patterns in the supply of Monuments.

     b.    ROCK and Adams eachagree that it should be the goal of each party to provide the highest level ofquality and service in the supply of Monuments. Accordingly, the parties eachagrees to cooperate with each other to facilitate increased efficiencies in themanufacture of Monuments, improved quality of Monuments and, where commerciallyfeasible, reduced lead time for the manufacture of Monuments. In furtherance ofthis goal, Adams agrees to allow representatives of ROCK reasonable periodicaccess to Adams plant upon prior notice by ROCK for the purpose of assessingorder status and quality control. In addition the parties agree to meet annuallyto review general performance under this agreement and to discuss items ofmutual cooperation.

     3.    Minimum OrderingObligations. During the Term ROCK shall place orders for at least ThreeMillion Dollars ($3,000,000.00) (the "Minimum Order") of Monuments from Adams ineach year of the Term, commencing January 1, 2002. The Minimum Order may vary upor down by up to Ten Percent (10%) in the first year of this Agreement, andFifteen Percent (15%) per year thereafter, provided, however, that the aggregateMinimum Order in each Two (2) year period shall equal, as nearly as possible,Six Million Dollars ($6,000,000.00). 

     EXAMPLE:By way of illustration only, ROCKplaces orders for $2.7 million in Monuments from Adams for the year endingDecember 31, 2002, and $3.3 million in Monuments for the year ending December31, 2003. ROCK has met its Minimum Order requirement for each year over thefirst two years of the Term.

For the purposes of measuring ROCK's compliance with the Minimum Orderrequirement, the first two year period shall commence on January 1, 2002 and endon December 31, 2003; the second 2 year period shall commence on January 1, 2004and end on December 31, 2005; the third 2 year period shall commence January 1,2006 and end on December 31, 2007; the seventh and final year of the Term shallend on December 31, 2008. If ROCK's Minimum Order for a 2 year period exceeds $6million, then Adams shall credit ROCK's Minimum Order for the ensuing 2 yearperiod by the excess amount. The Minimum Order for the ensuing period asadjusted by the credit is sometimes referred to herein as the "adjusted MinimumOrder." Adams shall credit ROCK's Minimum Order for the seventh and last year ofthe Term by the amount by which the orders placed by ROCK for the fifth andsixth years of the Term exceed the adjusted Minimum Order for that period.

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     EXAMPLE: By way of illustration only,assume that the adjusted Minimum Order for the 2 year period ending December 31,2007 is $5.9 million. ROCK places orders for $3.2 million of Monuments in theyear ending December 31, 2006 and $3.4 million of Monuments in the year endingDecember 31, 2007, for a total of $6.6 million in orders. ROCK's Minimum Orderfor the year ending December 31, 2008 would be calculated by subtracting$700,000 (the amount by which the combined orders placed by ROCK exceeded theadjusted Minimum Order of $5.9 million for the 2 year period ending December 31,2007) from $3 million. The Minimum Order for the seventh and last year of theTerm would thus be $2.3 million.

     During the first year of this Supply Agreement,Adams shall credit ROCK's Minimum Order for 2002 by the amount of the orders andwork-in-process assumed by Adams pursuant to the Purchase and Sale Agreement.The Minimum Order in each year of this Agreement may be increased or decreasedon January 1 of each year during the term based upon any increase or decrease inthe prices that Adams charges to ROCK for Monuments. Any such increase ordecrease in the Minimum Order shall be proportionate to the increase or decreasein prices.

      4.    Failure toMeet Minimum Order; Remedy. Adams shall provide ROCK with a report of theorders placed by ROCK under this Agreement within Thirty (30) days of the end ofeach 2 year period, and a report of its orders placed for the seventh year ofthe Term. ROCK shall verify Adam's report with its own numbers and communicateany discrepancies to Adams. If the orders over such 2 year periods (or, in thecase of the seventh year, the 1 year period) are less than the adjusted MinimumOrder, then ROCK shall, at its sole option: (i) place orders for Monuments inthe amount of the deficiency; or (ii) pay to Adams the gross margin that Adamswould have realized had such orders been placed and filled. For the purposes ofthis Section 3, the gross margin shall be Adams' average gross margin on salesof Monuments to ROCK over the prior 2 year period, calculated in accordance withgenerally accepted accounting principles, consistently applied. Adams shall keepadequate books and records sufficient to allow ROCK to calculate the averagegross margin, and shall allow ROCK access to such books and records inaccordance with Section 8 hereof.

     EXAMPLE: By way of illustration only,assume that ROCK's Minimum Order for the 2 year period ending December 31, 2003is $6 million. ROCK purchases $5.7 million of Monuments for the 2 year periodending December 31, 2003, leaving of deficiency in the Minimum Order obligationof $300,000. Assume that Adams' average gross margin for the 2 year period at20%. ROCK may, at its option: (i) place orders for up to $300,000 of Monuments,which amount shall be credited to the Minimum Order for the 2 year period endingDecember 31, 2003; pay $60,000 to Adams ($300,000 x 20%); or, a combination ofthe above two options.

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     The placement of orders and/or the payment ofAdams' estimated gross margin, as provided in section 4(i) or (ii) above, shallbe Adam's sole and exclusive remedy for ROCK's failure to meet the MinimumOrder. In no event shall ROCK be liable to Adams for any claims or demands inequity for specific performance or claims or demands at law for any furtheramounts or damages of any kind, whether direct or indirect, including, but notlimited to, loss of revenue or profits or any special, incidental orconsequential damages, even if ROCK has been advised of the possibility of suchdamages

     5.    Warranty.Adams hereby represents and warrants that each Monument supplied under thisAgreement shall be fabricated from the memorial grade granite specified in theapplicable purchase order, shall conform in all material respects to ROCK'sspecifications of quality and workmanship, and shall be merchantable and freefrom defects in material and workmanship. Adams hereby further represents andwarrants to, and agrees with, ROCK that none of the Monuments to be supplied byAdams to ROCK under this Agreement will be treated with any artificial materialsor liquids and the finished Monuments are the result of standard acceptedpolishing methods.

     6.    DefectiveMemorials. In the event that a Monument sold by Adams to ROCK is flawed,does not conform to the above warranty or is otherwise defective in any respect,Adams shall replace the defective Monument as soon as reasonably possible, itbeing understood that Adams will use its best efforts to make such replacementas quickly as possible. ROCK shall make any such claim to Adams in writing,identifying the Monument in question and the nature of the flaw, defect orwarranty breach. Adams shall respond to each such notice within five (5) days ofreceipt thereof, and shall provide an estimated time for replacement. If Adamsobjects to the claim, it shall provide written notice of its objection withinthe five (5) day period. The parties shall negotiate in good faith to resolvethe dispute. If the parties fail to reach agreement within thirty (30) days ofnotice of claim by ROCK, then the dispute resolution provisions in Section 12.cbelow shall apply.

     7.  Default; Remedies

     a.  Default. The occurrence ofany one or more of the events with respect to Adams shall constitute and eventof default hereunder ("Event of Default"):

     (i)      If Adamsdefaults in its performance of its obligations to ROCK under this SupplyAgreement. For the purposes of this Agreement, a default shall include, but notbe limited to, repeated and persistent warranty breaches or quality issues inthe manufacture and supply of Monuments or repeated and persistent failure tomeet the delivery date(s) specified in the applicable purchase orders; or Adams'failure to honor its warranty obligations to Rock.

      (ii)     If, pursuant toor within the meaning of the United States Bankruptcy Code or any other federalor state law relating to insolvency or relief of debtors (a "Bankruptcy Law")Adams shall: (a) commence a voluntary case or proceeding; (b) consent to theentry of an order for relief against it in an involuntary case; (c) consent tothe appointment of a trustee, receiver, assignee, liquidator or similarofficial; (d) make an assignment for the benefit of creditors; or (e) admit inwriting its inability to pay its debts as they become due.

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     (iii)    If a court ofcompetent jurisdiction enters an order or decree under any Bankruptcy Law that(a) is for relief against Adams in an involuntary case; (b) appoints a trustee,receiver, assignee, liquidator or similar official for either Adams orsubstantially all of its properties; or (c) orders the liquidation of Adams, andthe order or decree is not dismissed within 90 days.

     b.    Remedies. Uponthe occurrence of an Event of Default under this Supply Agreement, ROCK shallgive Adams written notice of the nature of such Event of Default. ROCK shallhave such remedies as are provided for under applicable law and in this SupplyAgreement, including, but not limited to, the right to terminate thisAgreement.

     8.    Audit Rights.Each party shall have the right, upon reasonable notice to the other, to reviewthe books and records of the other party to ensure its compliance with the termsof this Supply Agreement. 

     9.    Mutual CustomerBase. Each party acknowledges that they now service and may in the futureservice some of the same customers with granite memorial products. Inparticular, Adams has done a limited amount of business with certain ROCKauthorized retailers and ROCK acknowledges that Adams will continue to do so inthe future. Adams agrees and acknowledges that it is ROCK's goal to maintain andincrease sales of Monuments to its authorized retailer base and that ROCK willencourage its authorized retailers to buy an increasing percentage of Monumentsfrom ROCK. Adams acknowledges that the maintenance and enlargement of ROCK'sbusiness with its authorized retailers, and other retailers who are willing tocommit to ROCK's authorized retailer program, is critical to ROCK's success andis critical to ROCK's ability to meet the Minimum Order. Accordingly, Adams willnot solicit business from Rock of Ages retailers, and the parties each agreethat while they may be in competition with one another from time to time, thatthey will deal with one another on the basis of trust, good faith and fairdealing, taking account of ROCK's stated goals above.

     10.    No Solicitationof Employees. For a period of six (6) months after the effective date ofthis agreement each party agrees not to, directly or indirectly, solicit orinduce any employee of the other party to leave that party's employment for anyreason whatsoever or to hire any of such party's employees.

     11.    Non-Disclosure ofConfidential Information. Each party acknowledges that they will obtainaccess to confidential and proprietary information relating to their respectivebusinesses which may or may not be trade secrets, but which is important to theway that the party does business. Each party understands, agrees and covenantsthat such information is valuable and is intended to be used by such party onlyin the performance of their respective duties under this Supply Agreement.Therefore, each party covenants and agrees that they will not use, disclose,communicate or divulge such information to any third person or use suchinformation except as may be necessary to perform their respective dutieshereunder. Each party's obligations in this section shall survive the expirationor termination of the this Supply Agreement and shall apply as long as any suchconfidential and proprietary information is not in the public domain.

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     12.    Miscellaneous

     a.    This SupplyAgreement, together with the Purchase and Sale Agreement, including all exhibitsthereto, contains the entire agreement among the parties with respect to thesubject matter hereof and thereof. This Supply Agreement may only be amended inwriting, signed by all of the parties hereto.

     b.     Any notice requiredor permitted to be given hereunder shall be given in accordance with Section 9.7of the Purchase and Sale Agreement.

    c.    This Supply Agreement willbe governed by the substantive and procedural laws of the State of Vermontwithout regard to conflicts of laws principles. Any disputes, controversy orclaim arising out of or relating to this Agreement, or the breach thereof, shallbe settled by arbitration administered by the American Arbitration Associationin accordance with its Commercial Arbitration Rules and judgment on the awardmay be entered in any court having jurisdiction thereof. The arbitration shalltake place in the City of Barre, Vermont.

     d.     This SupplyAgreement shall be binding on each party's successors and assigns. This SupplyAgreement shall not be assigned by any party hereto without the express priorwritten consent of the other party. Adams shall not subcontract any of the workto be performed hereunder without the written consent of ROCK, which consentshall not be unreasonably withheld.

     e.    Subject to section12.d above, this agreement shall be binding upon and inure solely to the benefitof each party and to the party's permitted successors and assigns; and nothingin this agreement, express or implied, is intended to or shall confer upon anyother person an right, benefit or remedy of any nature whatsoever under or byreason of this agreement.

     f.    The headings ofSections in this Supply Agreement are provided for convenience only and will notaffect its construction or interpretation. All references to "Section" or"Sections" refer to the corresponding Section or Sections of this SupplyAgreement unless otherwise specified.

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     g.    Neither party will bedeemed in default of this Agreement to the extent that performance of itsobligations, or attempts to cure any breach, are delayed or prevented by reasonof any act of God, accidents, labor disputes, military conflicts, insurrections,riots, explosions, lightning, earthquake, fires, storms, floods or other causeoutside of the party's reasonable control or other force majeure; provided that,such party promptly gives written notice of the condition and undertakescommercially reasonable efforts to circumvent the effects of such force majeure.In any such event, the time for performance will be extended for a period equalto the duration of any delay occasioned by the force majeure, provided, however,that such extension period shall not exceed four (4) weeks.

     h.    Each Exhibitdelivered pursuant to the terms of this agreement shall be in writing and shallconstitute a part of this agreement. The parties may agree with respect to anyExhibit required to be attached to this agreement, that such Exhibit, ifmutually satisfactory, may be attached to this agreement after the date ofexecution hereof and after mutual approval thereof, such subsequently attachedExhibit shall be treated as if it were attached to this agreement as of the dateof execution of this agreement. All Exhibits attached hereto are specificallyincorporated herein by reference and made a part hereof. The words "agreement,""herein" and "hereof" as used herein shall in all respects include the entiretyof this agreement together with all Exhibits attached hereto and all documentsrequired or permitted to be delivered hereunder.

     IN WITNESS WHEREOF, the parties hereto haveexecuted this agreement all as of the date first above written.

WITNESS                                        ROCK OF AGES CORPORATION

                                                            By:__________________________________**