EXHIBIT 10.1(d)
                                                        

THE OMITTED  PORTIONS  INDICATED BY BRACKETS HAVE BEEN SEPARATELY FILED WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION  PURSUANT  TO A REQUEST  FOR  CONFIDENTIAL
TREATMENT UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


                                             EXCLUSIVE SUPPLY AGREEMENT

     This  Exclusive  Supply  Agreement  (Agreement) is entered into among Prime
Succession,  Inc.  (Prime),  Batesville  Casket Co. (BCC), The Forethought Group
(TFG), and Forethought Life Insurance  Company (FLIC).  BCC, TFG and FLIC may be
collectively referred to as "Sellers".

         WHEREAS  Prime  and  BCC  are  parties  to an  existing  Casket  Supply
Agreement  dated January 1, 1992, as amended  August,  1994,  and May, 1995, and
desire to enter into a new  agreement  effective  January  1, 1998,  in order to
allow Prime to purchase  from BCC  certain of its  requirements  for caskets and
urns.

         WHEREAS  Prime  desires to  purchase  from TFG and FLIC  certain of its
requirements  for  pre-need  funeral  planning  services  and  funding  products
therefore.

         THEREFORE, in mutual consideration, the parties agree as follows:

                                           I. Exclusive Agreement with BCC

                                                      Article I

         Section  1.01.  Exclusive  Requirements  Supply of Qualified  Products.
Prime agrees to purchase  exclusively from BCC, and BCC agrees to sell to Prime,
all of Prime's requirements from time to time for Qualified Products (as defined
herein) for sale or use by Prime's  licensed  funeral homes. The current list of
funeral  homes for which this  Agreement  applies is shown in Exhibit A, Prime's
Funeral Homes.

         (a) The term "Goods" shall mean Qualified Products and Other Products.

         (b) The term "Qualified  Products" shall mean protective metal caskets,
Cloth Products  (defined as cloth covered caskets such as Essentials),  hardwood
caskets,  poplar  caskets,  and 20 gauge  metal  protective  caskets,  cremation
caskets, cremation containers,  urns and, when introduced by BCC, non-protective
steel caskets.  The term also includes,  to the extent available,  those caskets
developed  and  manufactured  by BCC for [].

         (c) The term  "Other  Products"  shall  mean  other  types  of  caskets
including, Jobbed Products, defined as products distributed by BCC which are not
manufactured by BCC.

         (d) The term  "Prime's  Funeral  Homes"  means  those  firms  listed in
Exhibit A and any firms  acquired  by Prime while this  Agreement  is in effect.
Funeral  homes  divested by Prime will cease to be Prime's  Funeral Homes at the
time ownership is transferred.

                                                     Article Two
                                                Orders and Deliveries

         Section  2.01.  Placement of Orders.  Prime  (acting  through its local
funeral  home) shall place orders for Goods  directly  with BCC at BCC's nearest
service center or as BCC may otherwise  designate.  All orders shall specify (a)
the models and quantities of Goods ordered,  (b) the requested delivery date and
(c) the  delivery  location.  The  requested  delivery  date  shall  be the next
regularly  scheduled delivery by BCC to that location unless otherwise agreed by
BCC.

         Section  2.02.  Acceptance  of Orders.  BCC shall accept  Prime's order
unless the  requested  models and  quantities  of Goods are not  available.  For
accepted  orders,  BCC shall inform Prime of the expected  delivery  date. If an
ordered Good will not be available for shipment on the requested  delivery date,
BCC shall inform Prime and provide BCC's best estimate of the date on which such
Good will be available and delivered or mutually agree upon another Good.

     Section  2.03.  Delivery.  BCC  shall  deliver  Goods to Prime  F.O.B.  the
ordering  funeral  home.  BCC shall be  responsible  for all  freight  and other
shipping  charges for the  delivery of the Goods.  Prime shall pay the  shipping
invoices on or before the fifteenth day of the month  immediately  following the
month in which the shipping invoice is rendered.

     Section 2.04. Title and Risk of Loss. Title and risk of loss of Goods shall
be transferred from BCC to Prime at the time and location of delivery.

         Section 2.05. Inspection, Rejection and Acceptance. Prime shall inspect
the Goods at its expense upon delivery and promptly  notify BCC of any breakage,
shortage,  delivery of wrong Good or other  discrepancy  between  the  delivered
Goods and the purchase and shipping documents.  Prime shall retain and safeguard
any defective or other  nonconforming Good for inspection by BCC and its insurer
and, if  appropriate,  for return  shipment  to BCC. If the return is  initiated
within 30 days of the  invoice  date,  there  will be no charge to Prime for the
return.  If the return of Goods is initiated more than 30 days but not more than
12 months from the invoice date, there will be no charge to Prime if the Good is
salable  and  undamaged  provided  however  that if the Good is  damaged  and/or
requires  repairs,  Prime will be charged for these  damages or repairs at BCC's
cost.  If the return of Goods is initiated  more than 12 months from the invoice
date, Prime will be charged a minimum  refurbishing fee of $25 per unit plus the
costs of any damages or repairs.

                                                    Article Three

         Section  3.01.  Purchase  Price.  The  per  unit  purchase  price  (the
"Purchase  Price") of a Good  purchased  by Prime from time to time shall be the
List Price (as defined in Section 3.02) of the Good.  (All prices,  payments and
rebates referred to in this Agreement shall mean United States Dollars,  payable
in cash or its equivalent.)

         Section 3.02. List Price. The "List Price" of a Good delivered to Prime
at a  particular  location  shall be the list  price,  as set forth in CSC Price
List,  for  BCC's  customers  in that  location  or  geographic  zone  generally
(exclusive of all taxes) as determined and adjusted from time to time by BCC.

         Section 3.03. Program Amount. The "Program Amount" applicable to a Good
shall be the sum of the Up Front  Allowance  and the  Quarterly  Rebate (as such
terms are herein defined) applicable to such Good.

     (a) The "Up Front  Allowance" shall be the product of (i) the List Price of
a Good, purchased by Prime hereunder as contained in the monthly statements, and
(ii) [], except as set forth in Section 3.04(d).  Notwithstanding the foregoing,
the Up Front Allowance shall be zero with respect to any Good if BCC's statement
for such Good is not paid in full on or before  the  fifteenth  day of the month
immediately following the month in which the statement is rendered.

     (b) The "Quarterly  Rebate" shall be the product of (i) the List Price of a
Good, determined or as adjusted pursuant to Section 3.02, purchased by Prime and
paid for in full during a particular  Fiscal  Quarter (as herein  defined),  and
(ii) a percentage  applicable to such Good, which shall be as specified opposite
such Good below (the "Applicable Rebate Percentage"):

                           Good                     Applicable Rebate Percentage

                  Bronze and Copper Caskets                            [ ]%
                  Hardwood Caskets (other than
                           Poplar Caskets) and
                           16 Gauge Metal Caskets                      [ ]%
                  18 Gauge Metal Caskets                               [ ]%
                  19 and 20 Gauge Metal Caskets
                           and Poplar Caskets                          [ ]%
                  NewPointe Caskets                                    [ ]%
                  Q Shell, Delray Poplar Caskets                       [ ]%
                  Cloth and Jobbed Products or any other Good          [ ]%

     For purposes of this  Agreement,  a Fiscal  Quarter  shall be the three (3)
months period ending March 31, June 30, September 30 and December 31 of a year.

     (c) Upon BCC's  introduction  of  nonprotective  steel  caskets,  Prime and
Sellers shall agree on the Program Amount to be applicable to such Goods.

     (d)  Prime  agrees  to allow BCC the right to  inspect  its  records,  upon
reasonable notice, in order to verify the total amount of purchases of Qualified
Products  and  to  inspect  any  other  records   necessary  to  verify  Prime's
obligations pursuant to this Agreement.

(e) The "Up Front  Allowance"  specified  in  Section  3.03(a),  the  "Quarterly
Rebate"  specified in Section 3.03(b) and the "Up Front Allowance"  specified in
Section  3.04(d)  shall be credited or paid with respect to the first [] dollars
($[]) of goods ordered in 1998 where payments are [].

     Section 3.04. Volume Rebate for Cremation Caskets, Cremation Containers and
Urns.

     (a) BCC agrees to pay to Prime a one-time  rebate  based upon the volume of
cremation  caskets,  cremation  containers  and urns  (based  upon  List  Price)
purchased  from January 1, 1998,  through  December  31, 1998,  according to the
following schedule:
<TABLE>
<CAPTION>

                                     ----------------------------------------------------------------------------------------------
                                                            Type of Material of Cremation Casket,
                                                                  Cremation Container of Urn
------------------------------------ ----------------------------------------------------------------------------------------------
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
                                                               Cast Bronze,
                                                                  Marble,
                                                                 Acrylic,
                                                                 Cloisonne             Specie                 Poplar,
                                       Wood/Sheet                                        Wood                Hardboard
      Dollar Volume                      Bronze
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
<C>                                        <S>                      <S>                   <S>                    <S>
$1-200,000                                 []%                       []%                    []%                     []%
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
$200,001- 300,000                          []%                       []%                    []%                     []%
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
$300,001- 400,000                          []%                       []%                    []%                     []%
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
$400,001- 500,000                          []%                       []%                    []%                     []%
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------
Above $500,001                             []%                       []%                    []%                     []%
------------------------------------ ------------------------- ----------------------- ------------------- ------------------------

</TABLE>

     (b) Keepsake Mementos shall be included in the dollar volume,  according to
the material of which it is made.

     (c) The one-time  rebate shall be paid within  fifteen  business days after
the end of December 31, 1998.

     (d) Prime  shall be  entitled  to an "Up  Front  Allowance"  for  cremation
caskets,  cremation  containers and urns. The "Up Front  Allowance" shall be the
product  of the  List  Price  of  such  product  and  []%.  Notwithstanding  the
foregoing,  the Up Front  Allowance shall be zero with respect to any product if
BCC's  statement for such product is not paid in full on or before the fifteenth
day of the month  immediately  following  the month in which  the  statement  is
rendered.

                                                     Article Four

         Section 4.01. Statement.  BCC shall render a monthly statement for each
shipment  of Goods  to  Prime  of the  Goods  delivered  that  month  to  Prime.
Statements  shall be sent to the Prime's Funeral Home which ordered the Goods so
delivered, or such other location as may be designated by Prime. Anything herein
to the contrary  notwithstanding,  such  statements  shall be rendered  based on
BCC's List  Prices as then in effect (the  "Actual  List  Prices").  If any such
aggregate  Actual List Prices are in excess of the  aggregate  List Prices to be
paid by Prime pursuant to Section 3.02 for any Fiscal Quarter, BCC shall pay the
amount of any such  excess to Prime in the same  manner as  provided  in Section
4.03 for the Quarterly Rebate.

         Section  4.02.  Payment of List  Price.  Prime shall pay the List Price
less the applicable Up Front Allowance,  if any, due to BCC under this Agreement
on or before the fifteenth day of the month  immediately  following the month in
which the statement is rendered.  All payments  shall be sent to the location as
designated by BCC.

         Section 4.03.  Remittance of Program  Amount.  The  applicable Up Front
Allowance,  if any, for a Good shall be deducted  from the List Price  otherwise
payable for the Good if the  applicable  statement is timely paid by Prime.  The
Quarterly  Rebate,  if any, with respect to a particular Fiscal Quarter shall be
remitted to Prime by wire transfer to Prime's  Account No. [] at the First
National  Bank of  Chicago,  ABA  [],  or such  other  account as may be
designated  by Prime,  within  fifteen (15)  business days after the end of that
Fiscal Quarter.

                                                     Article Five

         Section  5.01. [] with BCC. BCC and Prime agree that,  as of
January 1, 1998, [].

         Section  5.02. []  Payments in 1998.  Prime agrees to pay BCC in
twelve (12)  payments,  beginning  January 1, 1998,  [],  as  set  forth  in 
Exhibit  B,[] Table.

Section  5.03.  [] Payments and []. BCC agrees to [] the payments for Prime's []
dollars ($[]) of Goods ordered in 1998.  Beginning January 1, 1999, Prime agrees
to pay BCC, over a six (6) year time period, the [] dollars, ($[]) referenced in
the  preceding  sentence,  [] to BCC in the amount of []  dollars  ($[]) and []%
annual interest. The payments shall be as set forth in Exhibit C, [] Table.

                     II. Exclusive Marketing Agreement with TFG and FLIC

         Section 6.01.  Exclusive  Marketing  Agreement.  TFG and FLIC and Prime
agree to enter into this exclusive  marketing  agreement  wherein  Prime,  as an
insurance  agency,  will serve as an  exclusive  preneed  seller for its funeral
homes as listed in Exhibit A, Prime's Funeral Homes. Prime shall offer only FLIC
insurance  products for all pre-need  contracts  funded with insurance,  whether
directly or  indirectly,  and for all sales of final  expense  insurance.  Prime
agrees to execute a Participation Agreement (attached as Exhibit D) to cover all
Prime's Funeral Homes.

         Section 6.02.  Terms.

         (a) The marketing  agreement  between Prime and FLIC will only apply to
business sold, while the arrangement is in effect,  through Prime's Funeral Home
owned now or in the future by Prime.  Funeral  homes  divested by Prime or which
otherwise become non-affiliated will cease to be included under this arrangement
as of the time ownership is transferred.

         (b) The General Agent Agreement  between Prime and FLIC is as set forth
in Exhibit E, General  Agent  Agreement.  The marketing  arrangement  will be in
effect for an initial term of from  January 1, 1998  through  December 31, 2004.
During the term of this Agreement,  FLIC and Prime will meet annually to set the
following year's target block amount and marketing payment amount.

     (c) For the time period from January 1, 1998 and through December 31, 1998,
FLIC and Prime agree on a minimum 1998 calendar target of $[] million dollars in
gross funeral value sold through the use of FLIC  products.  FLIC and Prime also
agree for any amount of gross  funeral  value sold by Prime in 1998 in excess of
the target, FLIC will pay Prime an amount equal to []. Any amount therefore will
be paid within 15 days of the end of the calendar  year.  (Gross  funeral  value
means  the total of an  initial  funeral  price  shown on the  preneed  contract
statement of funeral goods and services sold by Prime's  Funeral Homes which are
funded by a FLIC policy.)

         (d) FLIC has sole authority to appoint individuals selected by Prime to
serve as agents  under the General  Agent  Agreement  and  reserves the right to
refuse the  appointment of any individual or to terminate the appointment of any
agent at any time. Nonetheless, appointment of individuals as agents will not be
unreasonably  withheld by FLIC. The marketing  arrangement and the General Agent
Agreement will apply to business in the United States only. Prime shall maintain
all regulatory licenses,  registrations and reporting required by any regulatory
agency. The parties agree that FLIC may include affiliated entities.

         (e)  The  marketing   arrangement   and  the  General  Agent  Agreement
Commission  Schedules  2372-08(PCS)  0198,,  2797-01-24  (PSC)  0198 (MN  only),
1029-14-23  (PSC) 0198 (MI only) and  2908-01-0198  Forethought  TrustPlusSM and
Forethought  TrustOneSM  apply to current product  offerings of FLIC as shown in
Exhibit F in all  states  in which  FLIC  operates.  This  does not  preclude  a
separate  arrangement  in the  event  the  parties  desire  to offer  additional
products or product  innovations at some time in the future.  In the event state
or federal laws,  regulations or guidelines  change so as to require,  FLIC will
modify or discontinue the product  offerings to the extent necessary to maintain
regulatory compliance or a level of profitability acceptable to FLIC.

         (f) The General Agent Agreement  Commission Schedules between Prime and
FLIC do not  provide  for the  inclusion  of  trust  rollovers  or  conversions.
(Commission for these shall be negotiated  separately).  However,  the marketing
arrangement  between Prime and FLIC will include the funeral value of bulk trust
rollovers or the  conversion of funds from Prime trust accounts to FLIC policies
in determining the gross funeral value sold by Prime in a year.

         (g)  The   Participation   Agreement,   as  set  forth  in  Exhibit  D,
Participation  Agreement,  between  TFG and Prime  will  apply to all of Prime's
Funeral Homes. Prime will notify TFG in writing of any additions or deletions to
the list in a timely manner. TFG will update its records accordingly. Prime will
provide  FLIC with a current list of agents  which are  authorized  to represent
Prime and will notify FLIC of any additions or deletions to the list in a timely
manner.  Agents will be permitted to sell or offer to sell FLIC insurance  after
they are:  licensed by appropriate  state  agencies,  duly appointed by FLIC and
operating under an Agent Agreement with Prime.

         (h) At the  discretion of Prime,  it will be eligible to participate in
any and all  marketing  programs,  except the  incentive  programs  (for example
Forethought  Peak  Performers  Program)  developed by the  Forethought  National
Markets SBU.  Marketing  assistance  will  include,  at no cost,  the  marketing
consulting    provided   to   Prime   through   National   Markets   field-based
representatives,  as well  as,  National  Markets  home  office-based  marketing
associates.  Marketing programs developed or offered by the National Markets SBU
on a fee basis will be available to Prime at the full fee as  determined  by TFG
(e.g.,  Alert  Card).  Transportation  costs and housing  related to  customized
training  programs  will be borne solely by Prime.  The cost of  developing  and
staffing  the  training  program  will be absorbed  by TFG.  If Prime  elects to
participate in a TFG national advertising program,  Prime firms will be required
to pay,  in full,  for what would  otherwise  be  offered by TFG as  cooperative
advertising materials.

                                                III. Other Provisions
                                                    Article Seven

         Section  7.01.  Organization  and  Power of Prime  to Enter  into  this
Agreement and Non-Contravention. Prime hereby represents and warrants to Sellers
that:

     (a) Prime is a corporation duly organized,  validly  existing,  and in good
standing under the laws of the jurisdiction of its organization, with full power
and  authority  to  execute  and  deliver  this  Agreement  and to  perform  its
obligations hereunder.

     (b) This  Agreement  has been duly  authorized,  executed and  delivered by
Prime and constitutes a legal, valid and binding obligation  enforceable against
it in accordance with its terms, subject to bankruptcy,  insolvency,  fraudulent
transfer,  reorganization,  moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles, and
no other  proceeding on the part of it is necessary to authorize  this Agreement
and the transactions contemplated hereby.

     (c) Neither the execution and the delivery of this Agreement nor compliance
by Prime with its terms and  provisions  will  violate (i) any  provision of the
governing  instrument  or other  organizational  documents  of  Prime;  (ii) any
contract provision, license, franchise or permit to which Prime is a party or by
which it is bound;  or (iii) any law,  statute or regulation  or,  insofar as is
known to Prime,  any  injunction,  order or decree of any  government  agency or
authority or court to which Prime is subject  except where,  in all cases,  such
violation  would not have a material  adverse  effect or  materially  impair the
ability of Prime to perform its obligations under this Agreement.

         Section   7.02.    Representation    and   Warranty   of   Signatories'
Authorization.  Each  individual  signing  this  Agreement  on behalf of a party
hereby personally represents and warrants to the other parties that he or she is
duly authorized to do so.

                                                    Article Eight
                                        Term and Termination of the Agreement

         Section  8.01.  Term.  This  Agreement  shall  become  effective on the
January 1, 1998, and, unless earlier terminated in accordance with this Article,
shall expire on December 31, 2004.

         Section 8.02.  Termination.

     (a) If  Sellers  committed  a  breach  of any  material  representation  or
warranty  contained  in this  Agreement,  or at any time during the term of this
Agreement  materially  breaches any obligation  hereunder and such breach is not
cured  within  thirty  (30) days after  delivery of notice from Prime to Sellers
specifying the nature of the material breach, Prime may terminate this Agreement
by giving  notice to Sellers  within thirty (30) days after the end of such cure
period.

     (b) If Prime committed a breach of any material  representation or warranty
contained in this  Agreement,  or at any time during the term of this  Agreement
materially breaches any obligation hereunder and such breach is not cured within
thirty (30) days after  delivery of notice from Sellers to Prime  specifying the
nature of the material  breach,  Sellers may terminate  this Agreement by giving
notice  thereof  to Prime  within  thirty  (30) days  after the end of such cure
period.  In such  event,  Sellers  shall have the  right,  at their  option,  to
accelerate  and call due and  payable  the [].  In  addition,  Sellers  shall be
entitled  to all  remedies  at law or at in equity to which it is  entitled as a
result of such breach, as well as [] from the date of said breach at[].

     (c) If a trustee in bankruptcy  or receiver or similar  entity is appointed
for Prime, or if Sellers otherwise  determines in its sole discretion that Prime
is financially  insolvent,  Sellers may immediately  terminate this Agreement by
giving notice thereof to Prime.

     (d) If a trustee in bankruptcy  or receiver or similar  entity is appointed
for Sellers,  Prime may  immediately  terminate  this Agreement by giving notice
thereof to Sellers.

         Section  8.03.  No Waiver of Other Rights or Remedies.  The exercise by
either party of any right of termination under this Article shall not constitute
a waiver of any other rights or remedies  available to such party for  violation
of the terms of this Agreement under this Agreement or under applicable law.

                                                     Article Nine

         Section  9.01.  Confidential  Information.  "Confidential  Information"
means any information, written or oral, disclosed to one party (the "Recipient")
by another  party (the  "Discloser")  in the course of  performing  or operating
under  this  Agreement,  related to  Discloser's  business,  including,  but not
limited  to,  information  related  to  research,   inventions,   manufacturing,
purchasing,  accounting,  marketing,  selling,  customer  requirements,  and the
existence,  terms and  conditions of this  Agreement and other  information  and
documents  related thereto and the terms thereof with the following  exceptions:
(1)  information  which  Recipient  can  demonstrate  in  writing  was  known by
Recipient  prior to being  disclosed by Discloser to Recipient;  (2) information
ascertainable  or obtainable from public or published  sources;  (3) information
received by Recipient from a third party who is not employed or affiliated  with
Discloser  or  is  not  under  an  obligation  to  Discloser  to  maintain  such
information in confidence;  and (4) information which is or becomes known to the
public generally other than by a breach of this Agreement by Recipient.

         Section  9.02.   Non-Disclosure.   Recipient   acknowledges   that  all
Confidential  Information  shall at all times remain the property of  Discloser,
and  except as  required  to  perform  its  obligations  under  this  Agreement,
Recipient shall not,  during the term of this Agreement or thereafter,  directly
or indirectly use, divulge, disseminate,  disclose, lecture upon, or publish any
Confidential  Information for any purpose whatsoever including,  but not limited
to, in connection  with  divestitures,  without  having first  obtained  written
permission  from Discloser to do so and shall  safeguard and maintain secret all
Confidential  Information  and all  documents  and things that include or embody
Confidential Information.

         Section  9.03.  Other  Parties  Bounds.  In  order to  comply  with its
obligations  under this  Article,  each  party  shall bind and engage all of its
officers,  employees,  agents,  and the like who might reasonably be expected to
assist in the purchase,  sale,  delivery or administration of the products to an
agreement having terms the same as or equivalent to the terms of this Article.

                                                     Article Ten
                                                     Assignments

         No party may directly or  indirectly  assign its rights or  obligations
under this Agreement (voluntarily,  involuntarily or by operation of law) to any
other person or entity without the prior consent of the other party hereto. [For
this purpose,  the acquisition of 50% of the capital stock or assets of Prime by
a third party or a merger of Prime with or into a third party shall be deemed to
constitute an assignment of Prime's rights and obligations under this Agreement.
Notwithstanding the foregoing,  if any person or entity proposes to acquire over
fifty  percent  (50%) of the  capital  stock or  assets  of  Prime,  whether  by
purchase,  exchange,  merger, liquidation or otherwise, Prime shall give Sellers
notice  thereof  within five (5) days after Prime becomes aware of such proposal
and, if requested  by Sellers,  shall cause such  acquiring  person or entity to
accept and assume in writing  the  rights and  obligations  of Prime  under this
Agreement effective upon the consummation of such acquisition transaction. Prime
agrees that it shall  consummate  such  transaction  only after the  delivery to
Sellers of such  acceptance and assumption  executed by the acquiring  person or
entity.  Prime  agrees  that,  if it should fail to comply with the terms of the
immediately preceding sentence, it would cause irreparable harm to Sellers which
cannot  adequately be remedied  through  monetary  damages and would frustrate a
fundamental  reason  for  Sellers to enter into this  Agreement,  and  therefore
authorizes  any court of  competent  jurisdiction  upon  request  by  Sellers to
require  specific  performance of its  obligations  under such  sentence.]  This
Agreement  shall be binding  upon and inure to the benefit of any  permitted  or
requested successor or assignee of a party hereto, provided, however, that in no
event shall any person or entity which  acquires a business or assets from Prime
be  entitled  to the  benefits of this  Agreement  without  the express  written
consent of Sellers.



                                                   Article Eleven
                                              Miscellaneous Provisions

         Section  11.01.  Nature  of  Relationship  Between  Parties.  Prime and
Sellers agree that their  relationship  is that of buyer and seller only.  Prime
and  Sellers  agree that Prime and  Sellers are  independent  contractors.  This
Agreement   does  not  make   either   Prime  or  Sellers  the  agent  or  legal
representative  of the  other for any  purpose  whatsoever.  Prime  and  Sellers
further agree that no  representation  shall be made by either that would create
an apparent agency, employment,  partnership or joint venture. Neither Prime nor
Sellers  shall have the power,  expressed  or  implied,  to obligate or bind the
other in any manner whatsoever.

         Section  11.02.  Force  Majeure.  Sellers  shall not be liable  for any
failure to perform its  obligations  hereunder if (and during such time as) such
failure is due to causes beyond the  reasonable  control of Sellers,  including,
but not limited  to, acts of God,  fires,  floods,  accidents,  strikes or other
labor  disputes,   wars,  plant  shutdowns,   equipment   failures,   production
curtailment,  inability  to  obtain,  sell,  deliver  or  supply  Goods  due  to
unavailability or scarcity of materials, equipment or transportation breakdowns,
or voluntary or involuntary  compliance with any law, order,  rule or regulation
of any  governmental  agency or  authority,  and similar  items.  If Sellers are
unable to perform  because of any such causes,  it shall provide notice to Prime
of such inability as promptly as is feasible under the circumstances. During any
such period of force majeure,  Sellers will be excused from the sale obligations
set  forth in this  Agreement.  Sellers  shall  provide  notice  to Prime of the
conclusion of such period of force majeure.

         Section  11.03.  Integration.  This  Agreement  sets  forth the  entire
understanding  of the parties with respect to the subject matter  hereof,  there
being no oral or other written  agreements  between them relating to the subject
matter of this  Agreement,  and supersedes all prior  agreements,  (specifically
including the Casket Supply  Agreement dated January 1, 1992, as amended August,
1994,  and May,  1995,  between  Prime and BCC),  understandings,  negotiations,
commitments or any other writings or communications with respect to such subject
matter  between the parties.  Neither party to this  Agreement has executed this
Agreement in reliance on any  representations,  warranties or statements made by
the other party except for those expressly set forth herein.

         Section 11.04. Amendment; Waiver. No modification, amendment, waiver or
release of any provision of this Agreement or of any right, obligation, claim or
cause of action arising under this  Agreement  shall be valid or binding for any
purpose  unless in writing and duly  executed by the party against whom the same
is sought to be  asserted.  No waiver  by  either  party of any  breach,  or the
failure  of either  party to  enforce  any of the terms and  conditions  of this
Agreement, shall in any way affect, limit or waive such party's right thereafter
to enforce and compel  compliance with each and every term and condition of this
Agreement, or to terminate this Agreement in accordance with its terms.

         Section 11.05.  Notices.  Except for orders,  invoices and payments for
which other provision is made in this Agreement,  all notices, waivers and other
communications  under this  Agreement  must be in writing  and will be deemed to
have been duly given if, and  effective as of such time as, it is (a)  delivered
by hand (with written confirmation of receipt);  (b) delivered to the addressee,
if  sent  by  a  nationally   recognized  overnight  delivery  service  (receipt
requested); or (c) sent by telecopier (with written confirmation of receipt), in
each case to the  appropriate  addresses and telecopier  numbers set forth below
(or to such other  addresses and telecopier  numbers as a party may designate by
notice to the other parties):

                  IF TO PRIME:              Prime Succession, Inc.


                                            Attn:
                                            Telecopier:

                  IF TO SELLERS:            Batesville Casket Company, Inc.
                                            One Batesville Blvd.
                                            Batesville, Indiana  47006-9169
                                            Attn:  Michael DiBease
                                            Telecopier: (812) 934-8675

                                            The Forethought Group and
                                            Forethought Life Insurance Company
                                            Forethought Center
                                            Batesville, Indiana  47006-4826
                                            Attn:  J. Christopher Burke
                                            Telecopier:  (812) 934-8564

                  WITH COPY TO:     Hillenbrand Industries, Inc.
                                            700 State Route 46
                                            Batesville, Indiana  47006-9169
                                            Attn: Legal Department
                                            Telecopier: (812) 934-1633

         Section 11.06.  Governing Law; Venue.  This Agreement shall be governed
in all respects, including validity, interpretation and effect, by and construed
in accordance with the internal laws of the State of Indiana,  without regard to
principles  of  conflicts  of law.  The parties  expressly  consent to exclusive
personal  jurisdiction and venue in the federal and state courts of the State of
Indiana.

         Section 11.07. Voidness; Severability. This Agreement shall be void and
of no effect in any  jurisdiction  in which its execution or  performance,  as a
whole, would be illegal for any reason. The provisions of the Agreement shall be
severable and, if any provision of this  Agreement  shall be held or declared to
be illegal,  invalid, or unenforceable under the laws of any jurisdiction,  such
provision shall be void in that  jurisdiction.  The illegality,  invalidity,  or
unenforceability  of such void provision  shall not affect such provision in any
other  jurisdiction  or affect  any other  provision  of this  Agreement  in any
jurisdiction,  and the remainder of the Agreement  shall  continue in full force
and  effect  as though  such void  provision  had not been  contained  herein or
therein,   unless  such  continuation  would  result  in  a  gross  inequity  or
unreasonable hardship for Prime or Sellers.

         Section 11.08. Survival of Obligations.  The parties' obligations which
by their nature are intended to continue beyond the termination or expiration of
this Agreement shall survive the termination or expiration of this Agreement.












         IN WITNESS WHEREOF,  Prime and Sellers have caused this Agreement to be
executed by their duly authorized officers on the date or dates indicated below.


BATESVILLE CASKET COMPANY, INC.,                  PRIME SUCCESSION, INC.

/s/ Michael L. DiBease                            /s/ MYLES S. CAIRNS
Michael l. DiBease                                Myles S. Cairns
VP National Markets                               Chief Financial Officer,
                                                  Secretary and Treasurer

THE FORETHOUGHT GROUP

/s/ J. Christopher Burk
J. Christopher Burk
VP National Markets

FORETHOUGHT LIFE INSURANCE COMPANY


/s/ Stephen R. Lang
Stephen R. Lang
Vp & General Manager, FLIC