Walter C. Bennett

Carpenter-Phillips Funeral Group

17 W. Pulteney Street

Corning, NY 14830

Mr. Michael Paul Smith

16 East Main Street

Canisteo, NY 14823

Mr. Richard R. Andrews

5191 West Main Street

Woodhull, NY 14898

Dear Mike and Rick,

We are excited to submit to you this Letter of Intent for the proposed asset purchase of your businesses. The enclosed Letter of Intent highlights in a concise format our conversations over the past year. We believe that we have accurately put in writing the verbal agreements that we have discussed. We have proposed a new figure for the monthly contribution toward medical insurance (Schedule B.) for your consideration.

Please review this LOI at your convenience, if mutually acceptable we can move forward with this transaction. Please understand that further negotiations may take place, but by signing this document you as the sellers are requested to prepare the initial drafts of the final Sales Agreement; referred to as the Definitive Agreement.

We have enclosed duplicate copies, please mail one back to our office and retain one for your records.

If you would like to discuss any of the items, as always, we would like to continue our open and honest communication in regards to this transaction.

Sincerely,

Kelly L. Copp Peter J. Russell Garrett L. Duvall Jr.