TRANSITION AGREEMENT

Exhibit 10.2

TRANSITION AGREEMENT

TRANSITION AGREEMENT (this “ Agreement ”), dated as of December 7, 2007, by and between StoneMor Operating LLC , a Delaware limited liability company (“ StoneMor LLC” ), joined herein by those of its direct and indirect subsidiary entities which are parties to the Purchase Agreement, as defined herein (collectively, with StoneMor LLC, the “ Buyer ”), and SCI Funeral Services, Inc. , an Iowa corporation (“ Parent ”), joined herein by those of its direct and indirect subsidiary entities which are parties to the Purchase Agreement (collectively, with Parent, the “ Seller ”).

RECITALS

A. In accordance with that certain Asset Purchase and Sale Agreement, dated as of December 4, 2007 (the “ Purchase Agreement ”), Seller is selling the Business (as defined in the Purchase Agreement) and the assets associated therewith to Buyer.

B. Buyer has made application for all Permits required for the operation of the Business which Buyer anticipates receiving on or before the Closing Date. Exhibit “A” sets forth as of the date hereof the current status of applications for Permits at the Owned Locations and Managed Locations which comprise the Business (collectively the “ Locations ”). Buyer and Seller wish to make certain arrangements in the event Buyer does not obtain all of the Permits required to operate the Business and is unable to arrange for Interim Approval as hereinafter defined.

NOW, THEREFORE , in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller, intending to be legally bound, hereby agree as follows:

ARTICLE I

EFFECT AND DEFINITIONS

1.1 Effect of Agreement. This Agreement supplements the Purchase Agreement.

1.2 Definitions. Defined terms used in this Agreement and not otherwise defined in this Agreement will have their respective meanings set forth in the Purchase Agreement.

ARTICLE II

PERMITS

2.1 On or before the Closing Date, Buyer shall identify on Exhibit “B” the Locations for which Buyer does not anticipate receiving as of the Closing Date either (a) the Permits that it requires to operate or (b) interim approval from applicable regulatory authorities that permit it to operate pending receipt of required Permits (“Interim Approval”). (Such Locations are referred to as Locations Pending Approval). For each of the Locations Pending Approval, Seller has agreed to continue to operate such Locations for the account of and for the benefit of the Buyer. Buyer agrees to make both the assets comprising and the employees staffing such Locations available to Seller for such purpose. Buyer further agrees that during the term of this arrangement as hereinafter provided,

it will continue to diligently pursue Interim Approval and/or required Permits from applicable regulatory authorities. The parties agree that upon receipt of either required Permits or Interim Approvals for a Location Pending Approval, Buyer shall promptly assume and undertake operations at such Locations, and Seller shall cease to operate such Location for the benefit of the Buyer. The parties further agree to amend Exhibit “B” from time to time to delete the Locations Pending Approval for which Buyer has secured Interim Approval or required Permits.

ARTICLE III

DURATION

3.1 The term of this Agreement (the “ Term ”) will commence as of the Closing Date and will continue on a Location by Location basis until Buyer as to each Location Pending Approval has secured required Permits or Interim Approval.

ARTICLE IV

FEES

4.1 Buyer agrees to reimburse the Seller for all costs incurred by Seller while operating Owned Locations for the benefit of Buyer as provided in Article II.

ARTICLE V

MISCELLANEOUS

5.1 Notices . All notices and other communications required or provided for hereunder shall be in writing and shall be deemed to be given:

(a) When delivered personally to the individual, or to an officer of the company, to which the notice is directed;

(b) Three (3) business days after the same has been deposited in the United States mail, sent Certified or Registered mail with Return Receipt Requested, postage prepaid and addressed as provided in this Section; or

(c) One (1) business day after the same has been deposited with a generally recognized overnight delivery service (including United States Express Mail), with receipt acknowledged and with all charges prepaid by the sender addressed as provided in this Section. Except as specifically provided otherwise herein, notices and other communications relating to this Agreement or the transactions contemplated hereby shall be directed as follows:

or at such other place or places or to such other person or persons as shall be designated by like notice by any party hereto.

5.2 Compliance . Each of Seller and Buyer agrees that it will take appropriate action by instruction of or agreement with its personnel to ensure that all personnel performing services under this Agreement will be bound by and comply with all of the terms and conditions of this Agreement.

5.3 Relationship of Parties . The relationship between the parties created by this Agreement is that of independent contractors and not partners, joint venturers or agents.

5.4 Arbitration . Any dispute concerning this Agreement, its effect, or the transactions contemplated by it, shall be settled by arbitration in accordance with Section 8.6 of the Purchase Agreement.

5.5 Assignment; Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by any party hereto without the prior written consent of the other parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement.

5.6 Entire Agreement; Amendment; Waiver.

(a) This Agreement together with the Exhibits hereto and the Purchase Agreement embody the whole agreement of the parties with respect to the subject matter hereof and thereof. There are no promises, terms, conditions, or obligations other than those contained herein and therein. All previous negotiations between the parties, either verbal or written, not herein or therein contained are hereby withdrawn and annulled. This Agreement, together with the Exhibits hereto, and the Purchase Agreement supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto with respect to the subject matter hereof.

(b) This Agreement may not be amended except by an instrument in writing signed by an authorized representative on behalf of each party hereto.

(c) No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. No waiver by any party of any provision of this Agreement in a particular instance shall