Re: Exchange Agent Agreement Ladies and Gentlemen:

EXHIBIT 99.5

[                    ], 2005

Wells Fargo Bank, National Association
505 Main Street, Suite 301
Fort Worth, Texas 76102
Attention: Corporate Trust Services

Ladies and Gentlemen:

      Carriage Services, Inc., a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $130,000,000 of its outstanding unregistered 7.875% Notes due January 15, 2015 (the “Old Notes”) for up to $130,000,000 of its registered 7.875% Notes due January 15, 2015 (the “New Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated [                    ], 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Old Notes. All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Prospectus.

      The Company hereby appoints Wells Fargo Bank, National Association to act as exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References herein to “you” shall refer to Wells Fargo Bank, National Association.

      The Exchange Offer is expected to be commenced by the Company on or about [                    ], 2005. The letter of transmittal (the “Letter of Transmittal”) accompanying the Prospectus (or in the case of book-entry notes, the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (the “DTC”)) is to be used by the holders of the Old Notes to accept the Exchange Offer and contains instructions with respect to the delivery of Old Notes tendered in connection therewith.

      The Exchange Offer shall expire at 5:00 p.m., New York City time, on [                    ], 2005 or on such subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date.

      The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Notes not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the

caption “The Exchange Offer — Conditions of the Exchange Offer.” The Company will give oral (promptly confirmed in writing) or written notice of any amendment, termination or non-acceptance to you as promptly as practicable.

      In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

      1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “The Exchange Offer,” in the Letter of Transmittal or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.

      2. You will establish a book-entry account with respect to the Old Notes at the DTC for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the DTC’s systems may make book-entry delivery of the Old Notes by causing the DTC to transfer such Old Notes into your account in accordance with the DTC’s procedure for such transfer.

      3. You are to examine each of the Letters of Transmittal and certificates for Old Notes (or confirmation of book-entry transfer into your account at the DTC) and any other documents delivered or mailed to you by or for holders of the Old Notes to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed and delivered in accordance with instructions set forth therein; and (ii) the Old Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected.

      4. With the approval of the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, any Vice President, Treasurer and any Assistant Treasurer of, and any legal counsel to, the Company (each, an “Authorized Representative”) (such approval, if given orally, to be promptly confirmed in writing) or any other party designated in writing by such persons, you are authorized to waive any irregularities in connection with any tender of Old Notes pursuant to the Exchange Offer.

      5. Tenders of Old Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned “The Exchange Offer — Procedures for Tendering Old Notes,” and Old Notes shall be considered properly tendered and delivered to you only when tendered and delivered in accordance with the procedures set forth therein. Notwithstanding the provisions of this Section 5, Old Notes that an Authorized Representative of the Company shall approve as having been properly tendered and delivered shall be considered to be properly tendered and delivered (provided such approval, if given orally, shall be promptly confirmed in writing).

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      6. You shall advise the Company with respect to any Old Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Old Notes.

      7. You shall accept tenders:

          (a) in cases where the Old Notes are registered in two or more names only if signed by all named holders;

          (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and

          (c) from persons other than the registered holder of Old Notes, provided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.

      You shall accept partial tenders of Old Notes where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Notes to the registrar for split-up and return any untendered Old Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

      8. Upon satisfaction or waiver of all of the conditions of the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Old Notes properly tendered and you, on behalf of the Company, will exchange New Notes for such Old Notes properly tendered (and not withdrawn, or if withdrawn, validly retendered) pursuant to the Exchange Offer. Delivery of New Notes will be made on behalf of the Company by you at the rate of $1,000 principal amount of New Notes for each $1,000 principal amount of the corresponding Old Notes tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing) of acceptance of said Old Notes by the Company; provided, however, that in all cases, Old Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Old Notes (or confirmation of book-entry transfer into your account at the DTC), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) or a properly transmitted agent’s message transmitted through ATOP with any required signature guarantees and any other required documents. You shall issue New Notes only in denominations of $1,000 or any integral multiple thereof.

      9. You are directed to cancel and shall maintain in your custody all Old Notes, together with any Letters of Transmittal and related documents you may receive that (in each case) have been accepted by the Company for exchange. Upon the termination of this letter agreement, you shall forward to the Company all documents you received in connection with the accepted tenders of the Old Notes (including any Letters of Transmittal, telegrams or facsimile transmissions which may be presented) with respect to which an exchange has been effectuated. Such deliveries shall be effectuated by courier or other means acceptable to the Company and shall be at the sole cost and risk of the Company. The Old Notes shall be cancelled and destroyed by you according to your standard procedures.

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      10. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Notes tendered pursuant to the Exchange Offer may be withdrawn a