AMENDMENT NO. 1 TO SUPPLY
AGREEMENT




(PKDM Holdings,
Inc.)



  
  	This Amendment No. 1 to Supply Agreement is
      made this 16th
day of January 2009, by and among ROCK OF AGES CORPORATION, a Delaware
corporation with its principal office located at 560 Graniteville Road, Graniteville,
Vermont  05654 ("ROA"); and PKDM HOLDINGS, INC., a Kentucky corporation with
its principal office located at 1407 N. Dixie Highway, Elizabethtown, KY 
42702,  (the "Parent"), North American Heritage Services, Inc., a Delaware
corporation with its principal office located at 1407 N. Dixie Highway,
Elizabethtown, KY  42702, ("NAHS"), KEITH MONUMENT COMPANY, LLC, a
Delaware limited liability company with its principal office located at 1407 N.
Dixie Highway, Elizabethtown, KY  42702, ("Keith"), and SIOUX FALLS
MONUMENT CO., INC. , a South Dakota corporation with its principal office
located at 4901 West 12th Street, Sioux Falls, SD  57106
("Sioux Falls") (Parent, NAHS, Keith, and Sioux Falls, are collectively
referred to herein as "Retailer").
	 
	
      RECITALS:

	 
	 	



WHEREAS, ROA and Retailer entered
into an Authorized Retailer, Supply and License Agreement dated January 17,
2008, ("Supply Agreement");




WHEREAS, Retailer sold or
permanently closed retail stores that were operated by Retailer on the date of
the Supply Agreement without opening a new store; and




WHEREAS, in accordance with Section
9.b of the Supply Agreement, the Minimum Annual Purchase requirement described
in Section 7 of the Supply Agreement is required to be adjusted downward by an amount
equal to the three year average annual purchases (excluding Mausoleums) of such
closed or sold stores. 




NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are herein and
hereby acknowledged, the parties agree as follows:




      	



Retailer warrants and
represents it has permanently closed or sold the retail outlets set forth on
Exhibit A attached hereto and made a part hereof on the dates shown in Exhibit
A.  ROA and retailer agree that the three year average annual purchases
(excluding mausoleums) of said closed or sold locations are as shown on Exhibit
A. 




        
	



ROA and Retailer each
agree to amend Section 7 of the Supply Agreement to reduce the required Minimum
Annual Purchase to $1,780,000, for the first year of the agreement ending on
1/17/09 and to $1,210,000 for each of the remaining years of the Initial Term and
any Renewal Term.




        
	



Except as amended by
this Amendment No. 1, ROA and Retailer hereby agree and acknowledge that the
remainder of the Supply Agreement shall be unchanged and shall remain in full
force and effect.




        
	



This Amendment No. 1 may be signed in multiple counterparts
which, when taken together, shall constitute one and the same agreement.




        


      


  





























 


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



DATED: March 10, 2009




      
	 


  



  
  	WITNESS	 	ROCK OF AGES CORPORATION
	 	 	 
	                                                    	 	By: /s/ Donald M. Labonte_________________
	 	 	Donald M. Labonte, President
	 	 	 
	 	 	 
	_________________________	 	PKDM HOLDINGS, INC.
	 	 	 
	 	 	By: /s/ Richard M. Urbach___________________
	 	 	Richard M. Urbach, President 
	 	 	 
	 	 	 
	 	 	NORTH AMERICAN HERITAGE SERVICES,
INC.
	 	 	 
	 	 	By: /s/ Richard M. Urbach,_________________
	 	 	Richard M. Urbach,
President
	 	 	 
	 	 	 
	 	 	KEITH MONUMENT COMPANY, LLC
	 	 	 
	__________________________	 	By: /s/ Richard M. Urbach__________________
	 	 	Richard M. Urbach, President
	 	 	 
	 	 	 
	__________________________	 	SIOUX FALLS
MONUMENT CO., INC.
	 	 	 
	 	 	By: /s/ Richard M. Urbach__________________
	 	 	Richard M. Urbach, President