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                                                                  EXHIBIT 10.17

                                  NON-QUALIFIED
                             STOCK OPTION AGREEMENT


         This Agreement is made as of the 14th day of August, 1997 ("Date of
Grant") by and between EQUITY CORPORATION INTERNATIONAL, a Delaware corporation
(the "Company"), and _______________________________ (the "Employee").

         To carry out the purposes of the Equity Corporation International 1994
Long-Term Incentive Plan (the "Plan") by affording the Employee the opportunity
to purchase shares of the $0.01 par value common stock of Equity Corporation
International ("Stock"), the Company and the Employee hereby agree as follows:

         1.       Grant of Option. The Company hereby irrevocably grants to the
Employee the right and option (the "Option") to purchase all or any part of the
number of shares of Stock set forth below the Employee's name on the signature
page hereof, on the terms and conditions set forth herein and in the Plan. This
Option is not an incentive stock option within the meaning of Section 422(b) of
the Internal Revenue Code of 1986, as amended (the "Code").

         2.       Purchase Price. The purchase price of Stock purchased pursuant
to the exercise of this Option shall be $22.25 per share, which is deemed to be
not less than the fair market value of the Stock subject to this Option.

         3.       Exercise of Option. Subject to the earlier expiration of this
Option as herein provided, this Option may be exercised, by written notice to
the Company, at any time and from time to time, but only to the extent this
Option is then vested and exercisable. This Option shall become vested and
exercisable with respect to 100% of the shares of Stock subject to the Option on
the ninth (9th) anniversary of the Date of Grant, subject to Section 4 hereof
regarding the Accelerated Vesting of the Option. With respect to an Employee
whose "Employment Relationship" (as defined in Section 8 hereof) with the
Company terminates, the Employee's vested interest in the Option shall be
determined as of such termination date and the extent to which Section 4
accelerates the vesting of the Option shall be determined only with respect to
events occurring on or before such termination date.

         4.       Accelerated Vesting of Option.

         (a)      Vesting Upon a Change-in-Control.  Notwithstanding any other
                  provision hereof, in the event of a "Change-in-Control" of the
                  Company, the Option shall become vested and exercisable with
                  respect to 100% of the shares of Stock subject to the Option,
                  provided the Employee's "Employment Relationship" (as defined
                  in Section 8 hereof) with the Company has not terminated on or
                  before the effective date of such "Change-in-Control". For
                  purposes of this Agreement, the term "Change-in-Control" shall
                  have the meaning provided in the "Executive Severance
                  Agreement"




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                  dated August 14, 1997, as the same may be amended, that is
                  then in effect with respect to the Employee. If the Executive
                  Severance Agreement is not in effect on the date an alleged
                  Change-in-Control occurs or if the executive Severance
                  Agreement has been amended so that the term
                  "Change-in-Control" or its equivalent is not defined therein,
                  then the definition of the term "Change-in-Control" as set
                  forth in the Plan shall apply.

         (b)      Vesting Upon Achieving Stock Price Performance Targets.

                  (i)      Vesting of all or a specified percentage of the
                           Option will be accelerated during the four-year
                           "Performance Period" (as defined below) based on the
                           per share Stock price performance of the Company's
                           Stock during the Performance Period, provided the
                           Employee's "Employment Relationship" (as defined in
                           Section 8 hereof) with the Company has not terminated
                           on or before the last day of the applicable
                           Performance Period. For purposes of this Agreement,
                           the term "Performance Period" is defined to mean the
                           four-year period ending on the fourth (4th)
                           anniversary of the Date of Grant, and shall include
                           three (3) consecutive one-year Performance Periods
                           ending on the first (1st) through the third (3rd)
                           anniversaries of the Date of Grant, respectively.
                           With respect to the full four-year Performance
                           Period, if the Target "Average Stock Price" of $58.50
                           is achieved at any time during the Performance
                           Period, the Option shall at that time become vested
                           and exercisable with respect to 100% of the shares of
                           Stock subject to the Option. With respect to each of
                           the three included one-year Performance Periods, if
                           the Target "Average Stock Price" set forth in the
                           table below for such Period is achieved at any time
                           during such Period, the Option shall at that time
                           become vested and exercisable with respect to the
                           specified percentage of the then unvested shares of
                           Stock subject to the Option. For purposes of this
                           Agreement, the term "Average Stock Price" is defined
                           to mean the average closing price per share of Stock
                           during any fifteen (15) consecutive trading days for
                           the Stock during the applicable Performance Period
                           determined in a manner consistent with the
                           determination of "Fair Market Value" under the Plan.



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   Performance Period      Target Average      Percentage of the Then
      Ending on the         Stock Price       Nonvested Shares Subject
     Specified Date          Per Share          to Option Which Vest
     August 14, 1998           $29.50                    25%
     August 14, 1999           $37.00                    33%
     August 14, 2000           $46.50                    50%
     August 14, 2001           $58.50                   100%


                  (ii)     If  (A) the $58.50 Target Average Stock Price for
                           the four-year Performance Period described in Section
                           4(b)(i) hereof is not achieved, (B) the percentage
                           growth rate of the Standard & Poor's 500 Index for
                           the four-year Performance Period is less than
                           seventy-four percent (74%), being seventy- five
                           percent (75%) of its percentage growth rate
                           determined for the four-year period of August 14,
                           1993 through August 14, 1997, and (C) the Company's
                           per share Average Stock Price for the fifteen (15)
                           consecutive trading days ending with the last day of
                           the four-year Performance Period is equal to or
                           greater than $22.50 multiplied by the "Peer Group's"
                           average total shareholder return percentage
                           determined for the four-year Performance Period by
                           the independent accounting firm then engaged by the
                           Company, then the Option shall, on the last day of
                           the four-year Performance Period, become vested and
                           exercisable with respect to 100% of the shares of
                           Stock subject to the Option. For this purpose, the
                           term "Peer Group" is defined to mean Loewen Group,
                           Inc., Service Corporation International, and Stewart
                           Enterprises, Inc. (and their respective successors).

         (c)      Vesting Upon Termination During the Four-Year Performance
                  Period. If (i) the Employee's "Employment Relationship" with
                  the Company (as defined in Section 8 hereof) terminates during
                  the four-year Performance Period and after August 14, 1999 by
                  reason of death, disability (as such term is defined in the
                  Executive Severance Agreement described in Section 4(a)
                  hereof), "Retirement" (as defined in Section 5(b) hereof), or
                  termination "Without Cause" (as such term is defined in the
                  Executive Severance Agreement described in Section 4(a)
                  hereof), and (ii) the Employee is not vested and exercisable
                  with respect to 100% of the shares of Stock subject to the
                  Option, then the Option shall, on the date of such
                  termination, become vested and exercisable with respect to the
                  following percentage of the shares of Stock subject to the
                  Option, reduced by the percentage of the shares of Stock
                  subject to the Option which had become vested and exercisable
                  prior to the Employee's termination. For this purpose, the
                  percentages set forth in the following table shall



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                  be pro rated on a fully completed monthly basis if the
                  Employee's termination occurs during the third or fourth years
                  of the Performance Period.


<TABLE>
<CAPTION>

        Number of Years From Date of Grant to Date                Percentage of the Shares
            Employment Relationship Terminates                     Subject to the Option
                                                                         Which Vest
<S>                                                                          <C>
2 years or less                                                              0%

More than 2 years but less than 3 years                                     50%

More than 3 years but less than 4 years                                     75%

4 years                                                                     100%

</TABLE>


         5.       Transferability. This Option is not transferable by the
Employee otherwise than by will or the laws of descent and distribution, and may
be exercised only by Employee during his lifetime and while his Employment
Relationship with the Company continues, except that:

         (a)      If the Employee's Employment Relationship with the Company
                  terminates for any reason other than disability (as such term
                  is defined in the Executive Severance Agreement described in
                  Section 4(a) hereof), death or "Retirement" (as defined in
                  Section 5(b) hereof), this Option may be exercised by Employee
                  (or his estate or the person who acquires this Option by
                  bequest or inheritance or by reason of death of the Employee)
                  at any time during the period of three (3) months following
                  such termination, but only as to the number of vested and
                  exercisable shares of Stock subject to the Option.

         (b)      If the Employee's Employment Relationship with the Company
                  terminates by reason of disability (as such term is defined in
                  the Executive Severance Agreement described in Section 4(a)
                  hereof), death or "Retirement" (as defined below), this Option
                  may be exercised by Employee (or his estate or the person who
                  acquires this Option by bequest or inheritance or by reason of
                  the death of Employee) at any time during the period of one
                  (1) year following such termination, but only as to the number
                  of vested and exercisable shares of Stock subject to the
                  Option. For purposes of this Agreement, the term "Retirement"
                  is defined to mean the retirement of the Employee after the
                  Employee has achieved the age of 60 and has completed at least
                  five years of employment with the Company.



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         6.       Expiration of Option. Except as hereinafter provided, this
Option shall not be exercisable in any event after the expiration of ten (10)
years from the Date of Grant. The purchase price of shares as to which this
Option is exercised shall be paid in full in cash at the time of such exercise
or, if the Employee so elects, payment may be made, in whole or in part, by
delivery of a number of shares of Stock (plus cash if necessary) having a fair
market value equal to such purchase price or part thereof. Unless and until a
certificate or certificates representing such shares shall have been issued by
the Company to him, the Employee (or the person permitted to exercise this
Option in the event of the Employee's death) shall not be or have any of the
rights or privileges of a stockholder of the Company with respect to shares
acquirable upon the exercise of this Option.

         7.       Status of Stock. The Company has registered for issue under
the Securities Act of 1933, as amended (the "Act") the shares of Stock
acquirable upon exercise of this Option, and intends to keep such registration
effective throughout the period this Option is exercisable. In the absence of an
effective registration or an available exemption from registration under the
Securities Act of 1933, as amended (the "Act"), delivery of shares of Stock
acquirable upon exercise of this Option will be delayed until registration of
such shares is effective or an exemption from registration under the Act is
available. In the event exemption from registration under the Act is available
upon an exercise of this Option, the Employee (or the person permitted to
exercise this Option in the event of the Employee's death), if requested by the
Company to do so, will execute and deliver to the Company in writing an
agreement containing such provisions as the Company may require to assure
compliance with applicable securities laws.

         No sale or disposition of share Stock acquired upon exercise of this
Option shall be made in the absence of a registration statement being on file
with respect to such shares under the Act, unless an opinion of counsel or other
evidence satisfactory to the Company that such sale or disposition will not
constitute a violation of the registration provisions of the Act or any other
applicable securities laws is first obtained.

         The certificates representing shares of Stock acquired under this
Option may bear such legend as the Committee administering the Plan
("Committee") deems appropriate, referring to the provisions of this Section.

         8.       Employment Relationship. For purposes of this Agreement, the
Employee's "Employment Relationship" with the Company shall be defined to
include (i) any period in which he is an employee of either the Company or a
subsidiary corporation (as defined in Section 424 of the Code) of the Company,
or a corporation or a subsidiary corporation of such corporation assuming or
substituting a new option for this Option, and (ii) any period in which he is a
director of either the Company or its successor. The Employee's Employment
Relationship will terminate, for purposes of this agreement only, on the date
the Employee is neither an employee (as defined above) nor a director of the
Company or its successor. Any question as to whether and when there has been a
termination of such Employment Relationship, and the cause of such termination,
shall be determined by the Board of Directors, and the determination by such
body shall be final. Nothing in this Agreement or the Plan shall confer upon the
Employee any right to continue in the employ

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of or as a director of the Company or any of its affiliate corporations or
interfere in any way with the right of the Company or any such affiliate
corporation to terminate such employment or the right of the shareholders to
terminate such directorship at any time.

         9.       Withholding of Tax. Upon an exercise of this Option, the
Company (or the employing corporation) may be required to withhold United States
federal, state and local tax with respect to the realization of compensation
pursuant to such exercise. The Company (or the employing corporation) is hereby
authorized to satisfy any such withholding requirement out of (i) any cash
distributable upon such exercise, and (ii) any other cash compensation then or
thereafter payable to the Employee. To the extent that the Company in its sole
discretion determines that such sources are or may be insufficient to fully
satisfy such withholding requirement, the Employee, as a condition to the
exercise of this Option, shall deliver to the Company cash in an amount
determined by the Company to be sufficient to satisfy any such withholding
requirement.

         10.      Effect of Certain Changes.

         (a)      If there is any change in the number of issued shares of
                  Stock through the declaration of stock dividends, or through
                  recapitalization resulting in stock splits, or combinations or
                  exchanges of such shares, the number of shares subject to the
                  Option granted pursuant to this Agreement that have not been
                  exercised or lapsed, and the price per share of such Options
                  shall be proportionately adjusted by the Committee to reflect
                  any increase or decrease in the number of shares of Stock,
                  provided, however, that any fractional shares resulting from
                  such adjustment shall be eliminated.

         (b)      In the event of a change in the Stock of the Company as
                  presently constituted, which is limited to a change of all of
                  its authorized shares with a par value into the same number of
                  shares with a different par value or without par value, the
                  shares resulting from any such change shall be deemed to be a
                  Stock within the meaning of this Agreement and the Plan.

         (c)      To the extent that the foregoing adjustments relate to stock
                  or securities of the Company, such adjustments shall be made
                  by the Committee, whose determination in that respect shall be
                  final, binding and conclusive.

         11.      Payment of Transfer Taxes, Fees and Other Expenses. The
Company agrees to pay any and all original issue taxes and stock transfer taxes
that may be imposed on the issuance of shares acquired pursuant to exercise of
this Option, together with any and all other fees and expenses necessarily
incurred by the Company in connection therewith.

         12.      Binding Effect. This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under the Employee.



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         13.      Notices. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Company at 415 South First,
Suite 210, Lufkin, Texas, 75901, and to the Employee at the address set forth on
the last page of this Agreement or at such other address as either party may
hereafter designate in writing to the other.

         14.      Laws Applicable to Construction. This Option has been granted,
executed and delivered in the State of Texas, and the interpretation,
performance and enforcement of this Agreement, shall be governed by the laws of
the State of Texas, as applied to contracts executed in and performed wholly
within the State of Texas.

         15.      Interpretation. In the event of any ambiguity in this
Agreement, any term which is not defined in this Agreement, or any matters as to
which this Agreement is silent, the Plan shall govern including, without
limitation, the provisions thereof pursuant to which the Committee has the
power, among others, to (i) interpret the Plan, (ii) prescribe, amend and
rescind rules and regulations relating to the Plan, and (iii) make all other
determinations deemed necessary or advisable for the administration of the Plan.

         16.      Headings. The headings of paragraphs herein are included
solely for convenience of reference and shall not affect the meaning or
interpretation of any of the provisions of this Agreement.

         17.      Amendment. This Agreement may not be modified, amended or
waived in any manner except by an instrument in writing signed by both parties
hereto. The waiver by either party of compliance with any provision of this
Agreement shall not operate or be construed as a waiver of any other provision
of this Agreement, or of any subsequent breach by such party of a provision of
this Agreement.



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         IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officers thereunto duly authorized, and the Employee has
executed this Agreement, all on the day and year first above written.

                                       EQUITY CORPORATION INTERNATIONAL



                                       By:
                                          ------------------------------------
                                          James P. Hunter, III
                                          Chairman of the Board



                                       EMPLOYEE

                                       Name of Employee:
                                                        ----------------------
                                       No. of Shares:
                                                     -------------------------

                                       ADDRESS:
                                               -------------------------------

                                       ---------------------------------------

                                       ---------------------------------------





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