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        Exhibit 10.11
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   September 13, 2000
   Rose Hills Company
   3888 South Workman Mill Road
   Whittier, CA 90601
   Attention:Kenton Woods, Executive Vice President and Chief Financial Officer
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   Dear Sirs:
   This letter, upon acceptance by you as provided below, shall constitute a
   binding agreement between us upon the terms set forth following:
   1.        In this Agreement:
        (i)"Rose Hills" includes Rose Hills Company and Rose Hills Holdings
        Corp.
        (ii)"Loewen" includes The Loewen Group Inc. and Loewen Group
        International, Inc.
        (iii)"A.S.A." means the Administrative Services Agreement between Rose
             Hills and Loewen.
        (iv)"The Real Estate" means that certain real estate described as 14601
             Sherman Way, Van Nuys, California.
        (vi)"Escrow" means Escrow Number 98-31326-mm/hw established by Commerce
        Escrow Company for the purpose of the Closing of the sale of the Real
        Estate by Loewen.
        (v)"Bankruptcy Court" means the United States Bankruptcy Court in the
             District of Delaware.
        (vii)All currency is expressed in United States Dollars.
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   2.   With respect to the A.S.A., Rose Hills will pay to Loewen $514,000 in
        settlement of (i) any and all amounts currently due to Loewen from Rose
        Hills pursuant to the A.S.A. and (ii) any and all claims by Loewen
        against Rose Hills to date arising from the A.S.A. and (iii) any and all
        claims which either party knew or should have known about arising under
        the A.S.A. from the initial effective date of the A.S.A. to the date of
        payment pursuant to paragraph 5 below. This payment includes settlement
        and payment of all amounts claimed by Loewen pursuant to the letter and
        schedule of June 1, 2000 from Michael G. Weedon to Dillis Ward.
   3.   Rose Hills will by document withdraw and cancel, with prejudice, its
        claims filed in the Bankruptcy Court against Loewen or Loewen
        subsidiaries as therein specified under the date of 12/13/99, and being
        claims number 4311, 4312, 4313, 4314, 4315, 4316, 9117 and 9118
        (hereinafter, the "Claims"). Such withdrawal and cancellation shall be
        deemed to constitute the full and final settlement of any and all claims
        by Rose Hills against Loewen or the specified subsidiaries arising from
        any of the content of the Claims, and Rose Hills covenants not to claim
        against or sue Loewen or the specific subsidiaries with respect to the
        Claims or any of the subject matter thereof. Such withdrawl and
        cancellation by Rose Hills shall be without prejudice to any rights or
        claims Rose Hills may have with respect to Mayflower National Life
        Insurance Company.
   4.   Loewen will by document consent to and direct the release from Escrow
        and the payment from Escrow in favour of Rose Hills of all of the net
        sale proceeds (plus any accrued interest, and less any associated escrow
        expenses) due Seller with respect to the sale of the Real Estate. These
        proceeds are estimated to be $952,065.87 as at May 31, 2000 plus accrued
        interest since that date and less associated escrow costs. Receipt of
        these proceeds by Rose Hills shall constitute full and final settlement
        of any and all claims by Rose Hills against Loewen with respect to the
        sale of the Real Estate.

   5.   (i)     Loewen shall seek approval from the Bankruptcy Court of this
                settlement on or before 5 PM EDT, October 6, 2000. Failure to do
                so will thereby terminate this agreement.

        (ii)    Upon Loewen receiving Bankruptcy Court approval, Loewen will
                promptly notify Rose Hills of such receipt.

       (iii)    Within 72 hours of receipt of notice from Loewen pursuant to
                paragraph (ii) preceding, Rose Hills will forward to the
                Bankruptcy Court its withdrawal and cancellation of claim
                pursuant to paragraph 3 hereof subject to receiving the payment
                noted in paragraph 5 (v) below.

        (iv)    Upon Loewen receiving confirmation from the Bankruptcy Court of
                the withdrawal and cancellation of Rose Hills' claim, Loewen
                will promptly notify Rose Hills of such receipt.

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         (v)    Within 72 hours of receipt of notice pursuant to paragraph 5
                (iv) preceding, Loewen will give written consent and direction
                to Commerce Escrow Company to release and pay to Rose Hills the
                difference between all the funds from Escrow referenced in
                paragraph 4 hereof and the sums referred to in paragraph 2 and
                Rose Hills will give written consent and direction to Commerce
                Escrow Company to release and pay to Loewen the balance of the
                funds in escrow.
   6.   Each of Loewen and Rose Hills agree to execute all such further acts and
        documents as may reasonably be necessary to fully carry out and effect
        the terms and intent of this Agreement.
   7.   Each of Rose Hills and Loewen confirm that they have received all
        necessary corporate authority to permit them to execute and fully effect
        this agreement, save and except with respect to Loewen as provided in
        paragraph 8 following.
   8.   The agreement of Loewen hereto is subject to the approval of the
        Creditors' Committee of Loewen and of the Bankruptcy Court. Loewen will
        diligently seek such approvals promptly following the execution hereof.
   9.   Loewen's signature below confirms Loewen's agreement with all of
        the content hereof.
   10.  This Agreement will expire at 5 PM EST, December 3, 2000, unless
        completed prior to that time.
   Yours truly,

   Original Signed by Michael G. Weedon

   THE LOEWEN GROUP, INC.
   Michael G. Weedon Senior Vice President,
   Trust & Insurance

The undersigned hereby confirms its agreement with all of the content hereof,
this 27th day of September, 2000.

   ROSE HILLS COMPANY
   Per: /S/ Dennis C. Poulsen

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