AMENDMENT NO. 2 TO THE CONTINGENT ASSET SALE AGREEMENT

Exhibit 10.23

Second Amendment to Contingent Asset Sale Agreement

     This Second Amendment to Contingent Asset Sale Agreement is made effective February 26, 2007 by and between Alderwoods Group (California), Inc., a California corporation ("Seller"), and Carriage Cemetery Services, Inc., a Texas corporation ("Buyer");

     WHEREAS, SCI Funeral Services, Inc. ("SCI Funeral Services") and the Buyer entered into an Contingent Asset Sale Agreement dated November 22, 2006 (the "Agreement"); and

     WHREAS, the Seller executed a Seller Joinder assuming all obligations of the Seller under the Agreement, whereupon SCI Funeral Services was released therefrom; and

     WHEREAS, the parties amended the Agreement pursuant to the First Amendment dated January 22, 2007; and

     WHEREAS, Seller and Buyer wish to further amend the Agreement in the manner set forth below;

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