AUTHORIZED RETAILER, SUPPLY, AND LICENSE AGREEMENT

EXHIBIT 10.26

AUTHORIZED RETAILER, SUPPLY, AND LICENSE AGREEMENT

This Authorized Retailer, Supply, and License Agreement ("Agreement") is made this ____ day of January, 2008, by and among ROCK OF AGES CORPORATION, a Delaware corporation with its principal office located at 560 Graniteville Road, Graniteville, Vermont  05654 ("ROA" or "Supplier"); and PKDM HOLDINGS, INC., a Kentucky corporation with its principal office located at 1407 N. Dixie Highway, Elizabethtown, KY  42702,  (the "Parent"), North American Heritage Services, Inc., a Delaware corporation with its principal office located at 1407 N. Dixie Highway, Elizabethtown, KY  42702, ("NAHS"), KEITH MONUMENT COMPANY, LLC, a Delaware limited liability company with its principal office located at 1407 N. Dixie Highway, Elizabethtown, KY  42702, ("Keith"), and SIOUX FALLS MONUMENT CO., INC. , a South Dakota corporation with its principal office located at 4901 West 12 ^th Street, Sioux Falls, SD  57106 ("Sioux Falls") (Parent, NAHS, Keith, and Sioux Falls, are collectively referred to herein as "Retailer").

RECITAL:

WHEREAS, Supplier and Parent have entered into a Stock Purchase Agreement dated January 17, 2008 (the "Purchase Agreement") pursuant to which ROA has agreed to sell, and Parent has agreed to purchase, all of the issued and outstanding capital stock of ROA's wholly owned direct subsidiary, Rock of Ages Memorials, Inc., now known as North American Heritage Services, Inc.;

WHEREAS, the Parent owns one hundred percent (100%) of the issued and outstanding capital stock of NAHS and NAHS owns one hundred percent (100%) of the issued and outstanding membership interests of Keith Monument Company, LLC ("Keith") and one hundred percent (100%) of the issued and outstanding capital stock of Sioux Falls Monument Co., Inc. ("Sioux Falls" and, together with NAHS and Keith, the "Retail Division");

WHEREAS, ROA designs, manufactures and sells granite memorials and monuments (collectively, "Memorials") and granite mausoleums, columbaria, civic memorials, niches, cemetery features and estate memorials (defined generally as memorials with a retail price to the end consumer of *** ) (collectively, "Mausoleums");

WHEREAS, pursuant to the Purchase Agreement and as a condition to closing thereunder, Retailer has agreed to enter into a supply agreement with ROA for its requirements for Memorials; and

WHEREAS, Rock of Ages and Retailer believe it is in their mutual interests for Retailer to be appointed as an Authorized Retailer of ROA (a "Rock of Ages Authorized Retailer"), for ROA to supply all of Retailer's requirements for Rock of Ages® and other branded Memorials ("Branded Memorials" or "Branded Memorials Products"), for ROA to supply all of Retailer's requirements for Mausoleums (as limited in Section 3 below), and for ROA to grant Retailer a nonexclusive, limited license to use ROA's tradenames, trademarks, copyrights and other intellectual property during the term hereof, all upon the terms and conditions hereinafter set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the parties hereto agree as follows:

1.

Appointment .  ROA hereby appoints Retailer as a Rock of Ages Authorized Retailer for the retail locations listed on Schedule 1 attached hereto, subject to the terms and conditions provided herein.

2.

Term .  The initial term of this Agreement shall be for five (5) years ("Initial Term"), commencing on the Closing Date (as that term is defined in the Purchase Agreement).  This Agreement shall automatically renew for an additional five (5) year term ("Renewal Term") unless either party provides written notice of its intention not to renew the Agreement at least six (6) months prior to the expiration of the Initial Term.

3.

Supply of Memorials - Retailer's Requirements .  During the Term (defined below) and any renewal term hereof, Retailer shall purchase, and ROA shall supply, all of Retailer's requirements for (i) Branded Memorials and (ii) Mausoleums.  Retailer shall not purchase any branded Memorials from any supplier other than ROA, unless ROA has given its prior written consent to such proposed purchase of Memorials by Retailer from another supplier; provided that Retailer may continue to sell Memorials under the brand name Golden Rule if Retailer, or ROA, does all the sandblasting of said Golden Rule brand.  Notwithstanding the foregoing, Retailer may purchase so-called "doghouse" style side by side or over/under mausoleums fabricated of granite not quarried by Rock of Ages from other suppliers.  No consent given under this Section shall constitute a waiver of the requirements of this Section or a consent to any different or future transaction.

4.

Pricing.

a.

Prices shall be ROA's wholesale prices as in effect from time to time, *** .   All prices and terms are subject to change by ROA from time to time with thirty (30) days prior written notice.  The *** wholesale pricing provided in this section shall not be subject to change during the Initial Term hereof.

b.

Notwithstanding Section 4.a of this Agreement, pricing for any Mausoleums supplied by ROA shall be negotiated on a case-by-case basis.

5.

Shipping .  Products purchased by Retailer pursuant to this Agreement will be shipped, *** to the locations agreed upon by Retailer and ROA.

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6.

Territories and Exclusivity.

a.

Exclusive Territories .  Retailer acknowledges that its appointment as Rock of Ages Authorized Retailer hereunder is made on a nonexclusive basis.  Retailer further acknowledges that ROA has appointed other independent Authorized Retailers throughout North America whose territories may currently overlap with the Exclusive Territories described below.  ***   Nothing in this Agreement prevents Retailer from making a sale to a customer outside the Exclusive Territories, but ROA encourages its authorized retailers to refer customers outside its Exclusive Territories to the Rock of Ages Authorized Retailer responsible for that territory. *** .

b.

Exceptions for Mausoleums, Cemetery Features, Columbaria and Niches .  Notwithstanding Section 6.a of this Agreement and subject to Section 6.c of this Agreement, ROA may sell private mausoleums, columbaria, niches and cemetery features in the Exclusive Territories directly to funeral directors, cemeteries, memorial retailers or consumers.  ROA and the Retailer will (in accordance with Section 6.c) communicate and cooperate with regard to such sales in the Exclusive Territories so as to maximize the sales of ROA products in the Exclusive Territories depending on market conditions in the Exclusive Territories.

c.

Cooperation in Sale of Mausoleums, Cemetery Features, Columbaria and Niches .  ROA and Retailer agree that ROA has and will continue to promote the sale of private mausoleums, columbaria, niches and cemetery features (collectively the products) in cemetery, funeral director and memorial retailer trade magazines and at national and major regional cemetery and funeral home conventions. As a result, ROA receives many direct calls  for these products from cemeteries, funeral homes, memorial retailers and from consumers or their contractors, architects or other representatives with respect to sales of private mausoleums. With respect to sales leads for sales of these products to be set in the Exclusive Territories originally initiated by Retailer to ROA, ROA agrees to work solely in cooperation with Retailer to mutually close such sales. With respect to sales leads for sales of private mausoleums to be set in the Exclusive Territories initiated by persons or entities other than ROA *** ROA agrees that prior to giving any price to the buyer it will contact Retailer to provide knowledge of the project and background information. ROA and Retailer agree that this notification is to avoid loss of the sale to ROA and/or unintended embarrassment to either ROA or Retailer as a result of poor communication between them.  ***

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7.

Minimum Purchase.   .  Retailer and ROA  expect Retailer to purchase a minimum total of $3,500,000 (as adjusted in accordance with Section 9.b) of Branded Memorial Products and unbranded Memorials per calendar year from ROA, excluding any Mausoleums, ("Minimum Annual Purchase").  In the event that the Retailer fails to meet the Minimum Annual Purchase requirement in any year, the Retailer will, at its option, either add the shortfall to the Minimum Annual Purchase requirement for the following year (hereinafter a "Shortfall Roll Over") or pay to ROA an amount equal to the average gross profit ROA would have earned on the shortfall based on the actual average gross margin percentage of profit ROA has earned on sales to the Retailer (excluding Mausoleums) from the date of this Agreement through the year in which the shortfall occurs , but in no case shall the payment be computed at any gross margin percentage greater than *** ). If Retailer fails to make the Minimum Annual Purchase in a particular year and elects to increase the Minimum Annual Purchase by a Shortfall Roll Over and then fails in the following year to purchase the Minimum Annual Purchase plus the added Shortfall Roll Over from the prior year, Retail may not elect to take an additional Shortfall Rollover for that year without the prior written consent of ROA.

8.

Promotional and Presentation Materials .  ROA agrees to make available to Retailer though approved third party suppliers, or, alternatively, directly at ROA's cost therefor plus shipping and a nominal handling charge, sales presentation books, direct mail materials, display materials, and various other advertising and sales materials for Rock of Ages® branded memorials (the "Promotional Materials").

9.

Additional Locations and Sale of Retail Hubs

a.

Additional Locations .  If Retailer opens or acquires a new outlet (any new store opened or retailer acquired by Retailer after the date hereof is referred to herein as an additional retail location),  Retailer agrees that any additional retail location shall not in any way be held out as a Rock of Ages Authorized Retailer and shall not be included under the terms and provisions hereof, unless Retailer has obtained the prior written consent of ROA in the form of an amendment to this Agreement specifically including such additional retail location in Schedule 1 and the applicable Exclusive Territories in Schedule 6 of this Agreement.  ROA shall have the right in its sole discretion not to consent to an additional retail location or to having additional retail locations covered by this Agreement. If Retailer does not obtain such prior written consent and nevertheless operates the additional retail location as a Rock of Ages Authorized Retailer selling memorials provided by ROA, or bearing ROA seals or trademarks, or being  otherwise held out as a Rock of Ages Authorized Retailer, such action shall be a breach of this Agreement by Retailers.

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b.

Sale of Retail Hubs .  If the Retailer sells or permanently closes any retail store that was operated by Retailer on the date of this Agreement without opening a new store consented to by ROA, or maintaining an existing store, within a *** radius of such closed or sold store, such sold or closed  store will no longer be a Rock of Ages Authorized Retailer under this Agreement and the Exclusive Territory set aside for such store will be eliminated.  The Minimum Annual Purchase requirement described in Section 7 above will be adjusted downward by an amount equal to the three year average annual purchases (excluding Mausoleums) of such closed or sold store.  Such adjustment will be effective immediately upon the sale of such store and will be applied pro rata for the current year. Upon the request of either party, ROA and Retailer each agree to sign an appropriate written amendment to this Agreement reflecting the agreed modifications hereto resulting from the closure or sale of such store.

10.

Signage .  Retailer acknowledges that signs bearing the Rock of Ages trademark and name are in place at all retail locations comprising the Retail Division.  ROA acknowledges that each of the existing signs at retail locations of the Retail Division are the property of the Retailer.  At any of Retailer's locations where Rock of Ages® branded products are sold and signs are not in place, ROA may, in its sole discretion, provide and install signage bearing the Rock of Ages trademark and other information consistent with its plan to strengthen the brand image of Rock of Ages. These signs remain the property of ROA and will be removed by ROA on the termination of this Agreement. Alternatively, Retailer will install signage acceptable to ROA, purchased from a third party, at Retailer's expense, approved in writing by ROA prior to purchase.  Retailer may have the option to pay for all or a part of such materials through various ROA sponsored marketing programs, as in effect from time to time, unless Retailer's discount for pricing purposes includes allowances for such materials.   Notwithstanding the above, Retailer agrees that if this Agreement is terminated, expires, or Retailer otherwise ceases to be an Rock of Ages Authorized Retailer, all signage owned by Retailer and bearing the Rock of Ages name and/or seal shall be removed or covered over to remove all visible references to Rock of Ages and any Rock of Ages trademark, in accordance with Sections 25 and 26 hereof.

11.

ROA Website .  ROA agrees to list the Retailer on its website, including a profile of Retailer's locations, at no charge to Retailer. ROA further agrees to use its commercially reasonable efforts to accommodate Retailer's reasonable requests regarding search engines and links to assure customers in Retailer's Exclusive Territory may access its web page profile.

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12.

Suggested List Prices .  It is the corporate policy of ROA to make available to consumers a full range of memorial value options ranging from lower quality and lower priced memorials with a limited warranty, to its highest quality, perpetually warranted Signature and Sealmark Rock of Ages brand lines. As a part of this program, ROA currently provides a range of branded product lines representing good value, better value, and the best value, and a Signature line of signed and numbered memorials as its top of the line brand. Through independent market research and ongoing experience, ROA establishes pricing for its Branded Memorial Products to attempt to match the price of each brand line, including the differentials between brand lines, to the value the consumer perceives he or she is receiving by buying good, better or best memorials. ROA will provide such suggested list pricing to retailer in the form of the retail price lists. ROA understands and agrees the Retailer has no obligation to utilize such price lists and may re-sell the Memorial Products at any price selected by Retailer.

13.

Business Facilities and Display Areas .  ROA expects the displays and business facilities of its authorized retailers to be neat, clean and well maintained to standards comparable to or better than other retailers of memorials in Retailer's market area. ROA acknowledges that the current condition of Retailer's current facilities meet such standards.  If requested by Retailer, ROA will provide at no charge to Retailer suggested design and layout proposals for the display area, exterior appearance and interior appearance to enhance the facilities prepared by ROA personnel.

14.

Memorial Designs .  ROA has a very large library of memorials designs as well as designers in its manufacturing operations. ROA will provide access to these designs to Retailer. Retailer acknowledges and agrees that ROA owns the copyright in such designs and that materials in the retail stores comprising the Retail Division (or any other additional retail locations authorized hereunder) and containing such designs, including design books, remain the property of ROA.  Retailer agrees that it will not reproduce any such materials and will not remove any copyright designation on such materials.  In the event this Agreement is terminated, expires, or Retailer otherwise ceases to be a Rock of Ages Authorized Retailer, they shall remove from design books in their possession any materials showing ROA branded designs or ROA copyrighted material.  ROA will also provide reasonable design services for Retailer for personalized memorials for Retailer's customers at ROA's costs for design services, renderings and the like.

15.

Sandblast, Lettering and Carving Quality Standards .  All Signature line memorials will be carved and lettered only by ROA.

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16.

Warranty .  ROA warrants that any unbranded Memorials supplied to Retailer by ROA that do not have an express written warranty to the ultimate consumer from ROA will be manufactured in a workman like manner in accordance with the written product specifications.  OTHER THAN THE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION, AND THE FURTHER WARRANTY THAT THE PRODUCTS SHALL, AT THE TIME OF DELIVERY, BE FREE FROM LIENS OR OTHER DEFECTS IN TITLE, ROA MAKES NO WARRANTIES AND THE PRODUCTS ARE SOLD "AS IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL ROA BE LIABLE FOR (1) PROPERTY DAMAGE OR PERSONAL INJURY UNLESS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF ROA OR (2) INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, ARISING OUT OF THE USE OF OR INABILITY TO USE BRANDED MEMORIAL PRODUCTS OR UNBRANDED MEMORIALS WHETHER ON ACCOUNT OF TORT, CONTRACT OR OTHERWISE.

17.

Industry Relations .  Retailer and ROA will cooperate to develop close relationships with local cemeteries and funeral directors. Retailer will advise ROA of any act or practice by any cemetery in its territory that restricts the consumer's freedom of choice or adversely impacts the Rock of Ages brand image.

18.

Best Efforts to Promote and Sell Brands .  During the term of this Agreement, Retailer agrees to use its best efforts to promote vigorously the sale of ROA's Branded Memorial Products; to carry at all times a sufficient inventory of Branded Memorial Products to promote sales; to prominently display the Branded Memorial Products in the manner requested by ROA; and to place orders with ROA far enough in advance to prevent an inventory shortage.

19.

Timely Payments .  Retailer agrees to pay for all Memorial Products and Promotional Materials promptly in accordance with ROA's terms of sale, as established from time to time by ROA.  Failure to pay ROA on a timely basis will result in termination of this Agreement by ROA.

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20.

Tradenames and Trademarks .

a.

Limited Nonexclusive License.