Re: Waiver of Event of Default

EXHIBIT 10.1

THE CIT GROUP/BUSINESS CREDIT, INC.
1211 Avenue of the Americas 22nd Floor
New York, New York 10036

May 12, 2005

Rock of Ages Corporation
772 Graniteville Road
Barre, Vermont 05654

Re:     Waiver of Event of Default

Gentlemen:
 

      We refer to the Financing Agreement, dated as of December 17, 1997 (as amended, the " Financing Agreement "), among Rock of Ages Corporation, Rock of Ages Kentucky Cemeteries, LLC, Carolina Quarries, Inc., Pennsylvania Granite Corp., Keith Monument Company LLC, Rock of Ages Memorials Inc. and Sioux Falls Monument Co. (collectively, the " Companies "), the lenders from time to time parties thereto (the " Lenders "), and The CIT Group/Business Credit, Inc., as agent for the Lenders (in such capacity, the " Agent "). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Financing Agreement.