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                                                                    EXHIBIT 10.9

                     AMENDMENT NO. 1 TO FINANCING AGREEMENT

          THIS AMENDMENT NO. 1 TO FINANCING AGREEMENT dated as of January 17,
2002 (this "AMENDMENT") is by and among ALDERWOODS GROUP, INC., a Delaware
corporation ("BORROWER"), CIT GROUP/BUSINESS CREDIT, INC., a New York
corporation ("CIT"), for itself as Lender, and as Agent for the Lenders, and the
Credit Parties to the Financing Agreement listed on Annex A thereto ("CREDIT
PARTIES")



                              W I T N E S S E T H :

          WHEREAS, Borrower, Credit Parties and CIT, as Agent and Lender, have
entered into that certain Financing Agreement dated as of January 2, 2002 (as
amended, restated or otherwise modified prior to date hereof, the "FINANCING
AGREEMENT"; capitalized terms used herein shall have the meanings assigned to
such terms in the Financing Agreement as amended hereby unless otherwise defined
herein); and

          WHEREAS, Borrower, Credit Parties and CIT, as Agent and Lender, desire
to amend the Financing Agreement as set forth herein.

          NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the parties hereto hereby agree as follows:

          1. AMENDMENTS. Section 7.1.11 of the Financing Agreement is hereby
amended as follows:

             (a) Section 7.1.11(a)(i) is hereby amended by deleting "(1) ninety
percent (90%) of the aggregate book value of all Designated Real Estate
Properties (as described on Schedule 6.5(c) hereto but excluding therefrom any
Excluded Real Estate Properties) within twenty (20) days after the Closing Date
and (2)" and inserting in the place thereof:

             "(1) seventy-five percent (75%) of the aggregate book value of all
             Designated Real Estate Properties (as described on Schedule 6.5(c)
             hereto but excluding therefrom any Excluded Real Estate Properties)
             within twenty-three (23) days after the Closing Date, (2) ninety
             percent (90%) of the aggregate book value of all Designated Real
             Estate Properties (as described on Schedule 6.5(c) hereto but
             excluding therefrom any Excluded Real Estate Properties) within
             thirty (30) days after the Closing Date, and (3)".

             (b) Section 7.1.11(b) is hereby amended by deleting "fifteen (15)
days" and inserting in the place thereof "thirty (30) days".


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             (c) Section 7.1.11(g) is hereby amended by deleting "15 days" and
inserting in the place thereof "30 days".

          2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
upon the date CIT shall have received executed counterparts to this Amendment
from Borrower and each Credit Party and CIT as Agent and sole Lender shall have
executed this Amendment and delivered a fully executed copy of this Amendment to
the Borrower.

          3. REPRESENTATIONS AND WARRANTIES. Borrower and Credit Parties hereby
each and individually represent and warrant that:

             (a) the execution, delivery and performance by Borrower and Credit
Parties of this Amendment have been duly authorized by all necessary corporate
action and this Amendment is a legal, valid and binding obligation of Borrower
and Credit Parties enforceable against Borrower and Credit Parties in accordance
with its terms;

             (b) each of the representations and warranties made by Borrower and
Credit Parties contained in the Financing Agreement and the Credit Documents is
true and correct in all material respects on and as of the date hereof as if
made on the date hereof, except to the extent that such representations and
warranties expressly relate to an earlier date;

             (c) Neither the execution, delivery and performance of this
Amendment nor the consummation of the transactions contemplated hereby does or
shall contravene, result in a breach of, or violate (i) any provision of
Borrower's or any Credit Parties' certificate or articles of incorporation or
bylaws, (ii) any law or regulation, or any order or decree of any court or
government instrumentality, or (iii) any loan agreement, lease, indenture,
mortgage, deed of trust, note, security agreement or pledge agreement to which
Borrower or any Credit Party is a signatory or by which Borrower or such Credit
Party or any of Borrower's or such Credit Party's assets are bound; and

             (d) no Default or Event of Default has occurred and remains
outstanding under the Financing Agreement as of the date hereof.

          4. MISCELLANEOUS.

             (a) Except as expressly amended herein, all of the terms and
provisions of the Financing Agreement and the Credit Documents are ratified and
confirmed in all respects and shall remain in full force and effect.

             (b) Upon the effectiveness of this Amendment, all references in the
Credit Documents to the Financing Agreement shall mean the Financing Agreement
as amended by this Amendment and all references in the Financing Agreement to
"this Agreement," "hereof," "herein," or similar terms, shall mean and refer to
the Financing Agreement as amended by this Amendment.

             (c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as an amendment to or
waiver of any right,



                                       2

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power or remedy of the Agent or any Lender under the Financing Agreement or any
of the Credit Documents, or constitute an amendment or waiver of any provision
of the Financing Agreement or any of the Credit Documents nor shall it prejudice
any rights, powers or remedies that Agent, on behalf of Lenders, or any Lender
may now have or may have in the future under or in connection with the Financing
Agreement or any other Credit Document.

             (d) This Amendment may be executed by the parties hereto
individually or in combination, in one or more counterparts, each of which shall
be an original and all of which shall constitute one and the same agreement.
This Amendment may be executed and delivered by telecopier with the same force
and effect as if the same were a fully executed and delivered original manual
counterpart.

             (e) Borrower and Credit Parties agree to reimburse Agent and
Lenders for all reasonable fees, costs and expenses in connection with this
Amendment, including the fees, costs and expenses of counsel or other advisors
for advice, assistance or other representation in connection with this
Amendment.

             (f) Any provision contained in this Amendment that is held to be
inoperative, unenforceable or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable or invalid without affecting the
remaining provisions of this Amendment in that jurisdiction or the operation,
enforceability or validity of that provision in any other jurisdiction.

             (g) Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.



          5. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.




                            [SIGNATURE PAGE FOLLOWS]


                                       3

<PAGE>



          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the date set forth above.


                                               THE CIT GROUP/BUSINESS
                                               CREDIT, INC., AS THE AGENT AND
                                               A LENDER


                                               By: /s/ Anthony Alexander
                                                   -----------------------------
                                               Its: Vice President


                                               ALDERWOODS GROUP, INC.


                                               By: /s/ Azalea Angeles
                                                   -----------------------------
                                               Its: Assistant Secretary
                                                   -----------------------------

                                               CREDIT PARTIES:
                                               Each of the Credit Parties listed
                                               on ANNEX A attached hereto



                                               By: /s/ L. Langford
                                                   -----------------------------
                                               Its: Secretary
                                                   -----------------------------
                                               On  behalf  of and  intending  to
                                               legally  bind  each of the
                                               Credit Parties listed on ANNEX A
                                               hereto



           [Signature Page to Amendment No. 1 to Financing Agreement]


<PAGE>


                                     ANNEX A

                                 CREDIT PARTIES


ALASKA

Alderwoods (Alaska), Inc.


ARIZONA

Alderwoods (Arizona), Inc.
Hatfield Funeral Home, Inc.
Phoenix Memorial Park Association

ARKANSAS

Alderwoods (Arkansas), Inc.

CALIFORNIA

Advance Funeral Insurance Services
Alderwoods Group (California), Inc.
Alderwoods (Texas), Inc.
Earthman LP, Inc.
Universal Memorial Centers V, Inc.
Universal Memorial Centers VI, Inc.
Whitehurst-Lakewood Memorial Park and Funeral Service

COLORADO

Alderwoods (Colorado), Inc.

CONNECTICUT

Alderwoods (Connecticut), Inc.

DELAWARE

Administration Services, Inc.
Alderwoods (Alabama), Inc.
Alderwoods (Commissioner), Inc.
Alderwoods (Delaware), Inc.
Alderwoods (Mississippi), Inc.
Alderwoods (Texas), L.P.
American Burial and Cremation Centers, Inc.
H.P. Brandt Funeral Home, Inc.



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Lienkaemper Chapels, Inc.
Neweol (Delaware), L.L.C.
Osiris Holding Corporation

DISTRICT OF COLUMBIA

Alderwoods (District of Columbia), Inc.

FLORIDA

Coral Ridge Funeral Home and Cemetery, Inc.
Funeral Services Acquisition Group, Inc.
Garden Sanctuary Acquisition, Inc.
Kadek Enterprises of Florida, Inc.
Levitt Weinstein Memorial Chapels, Inc.
MHI Group, Inc.
Naples Memorial Gardens, Inc.
Osiris Holding of Florida, Inc.
Security Trust Plans, Inc.

GEORGIA

Advanced Planning of Georgia, Inc.
Alderwoods (Georgia), Inc.
Alderwoods (Georgia) Holdings, Inc.
Green Lawn Cemetery Corporation
Poteet Holdings, Inc.
Southeastern Funeral Homes, Inc.

HAWAII

Alderwoods (Hawaii), Inc.

IDAHO

Alderwoods (Idaho), Inc.

ILLINOIS

Alderwoods (Chicago Central), Inc.
Alderwoods (Chicago North), Inc.
Alderwoods (Chicago South), Inc.
Alderwoods (Illinois), Inc.
Chapel Hill Memorial Gardens & Funeral Home Ltd.
Chicago Cemetery Corporation
Elmwood Acquisition Corporation
Mount Auburn Memorial Park, Inc.
Pineview Memorial Park, Inc.


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Ridgewood Cemetery Company, Inc.
Ruzich Funeral Home, Inc.
The Oak Woods Cemetery Association
Woodlawn Cemetery of Chicago, Inc.
Woodlawn Memorial Park, Inc.

INDIANA

Advance Planning of America, Inc.
Alderwoods (Indiana), Inc.
Ruzich Funeral Home, Inc.

IOWA

Alderwoods (Iowa), Inc.

KANSAS

Alderwoods (Kansas), Inc.

KENTUCKY

Alderwoods (Partner), Inc.

LOUISIANA

Alderwoods (Louisiana), Inc.

MARYLAND

Alderwoods (Maryland), Inc.

MASSACHUSETTS

Alderwoods (Massachusetts), Inc.
Doba-Haby Insurance Agency, Inc.

MICHIGAN

Alderwoods (Michigan), Inc.

MINNESOTA

Alderwoods (Minnesota), Inc.

MISSISSIPPI

Family Care, Inc.
Riemann Enterprises, Inc.


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Stephens Funeral Fund, Inc.

MISSOURI

Alderwoods (Missouri), Inc.

MONTANA

Alderwoods (Montana), Inc.

NEBRASKA

Alderwoods (Nebraska), Inc.

NEVADA

Alderwoods (Nevada), Inc.

NEW HAMPSHIRE

Robert Douglas Goundrey Funeral Home, Inc.
St. Laurent Funeral Home, Inc.
ZS Acquisition, Inc.

NEW MEXICO

Alderwoods (New Mexico), Inc.
Strong-Thorne Mortuary, Inc.

NEW YORK

Alderwoods (New York), Inc.
Northeast Monument Company, Inc.

NORTH CAROLINA

Alderwoods (North Carolina), Inc.
Carothers Holding Company, Inc.
Lineberry Group, Inc.
Reeves, Inc.
Westminster Gardens, Inc.

NORTH DAKOTA

Alderwoods (North Dakota), Inc.

OHIO

Alderwoods (Ohio) Cemetery Management, Inc.


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Alderwoods (Ohio) Funeral Home, Inc.
Bennett-Emmert-Szakovits Funeral Home, Inc.

OKLAHOMA

Alderwoods (Oklahoma), Inc.

OREGON

Alderwoods (Oregon), Inc.
The Portland Memorial, Inc.
Universal Memorial Centers I, Inc.
Universal Memorial Centers II, Inc.
Universal Memorial Centers III, Inc.

PENNSYLVANIA

Alderwoods (Pennsylvania), Inc.
Bright Undertaking Company
H. Samson, Inc.
Knee Funeral Home of Wilkinsburg, Inc.
Nineteen Thirty-Five Holdings, Inc.
Oak Woods Management Company

RHODE ISLAND

Alderwoods (Rhode Island), Inc.

SOUTH CAROLINA

Alderwoods (South Carolina), Inc.
Graceland Cemetery Development Co.

SOUTH DAKOTA

Alderwoods (South Dakota), Inc.

TENNESSEE

Alderwoods (Tennessee), Inc.
DMA Corporation
Eagle Financial Associates, Inc.

TEXAS

Alderwoods (Texas) Cemetery, Inc.
Dunwood Cemetery Service Company
Earthman Cemetery Holdings, Inc.
Earthman Holdings, Inc.



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Travis Land Company
Waco Memorial Park

VIRGINIA

Alderwoods (Virginia), Inc.

WASHINGTON

Alderwoods (Washington), Inc.
Evergreen Funeral Home and Cemetery, Inc.
Green Service Corporation
S & H Properties and Enterprises, Inc.
Vancouver Funeral Chapel, Inc.

WEST VIRGINIA

Alderwoods (West Virginia), Inc.

WISCONSIN

Alderwoods (Wisconsin), Inc.
Northern Land Company, Inc.

WYOMING

Alderwoods (Wyoming), Inc.