ROSE HILLS COMPANY


                                                         April 28, 1997

Kenton C. Woods
3857 Sky View Lane
Glendale, CA 91214


Dear Kent,

                  I am very pleased that you have accepted our offer of
employment. Ginny Phillips has explained your few concerns and I have added the
following items as an addendum to your offer letter dated April 22, 1997.

                  1.) In the event the Company determines to terminate your
         employment, for reasons other than gross misconduct, during the time
         prior to you completing your first year of service, you will be
         entitled to receive one year's base salary as severance compensation.
         After your first year of service, and for termination reasons other
         than gross misconduct, your severance pay will be six months of your
         annual base salary, should you be involuntarily separated from
         employment with Rose Hills;

                  2.) Your vacation availability during your first year of
         employment will be 2 weeks, already scheduled for June 30 through July
         4 and August 18 through August 22. Your vacation thereafter will be 3
         weeks each year;

                  3.)  Your title will be Senior Vice President - Chief
         Financial Officer, reporting directly to me;

                  4.)  The issue of the Information Services department
         reporting to you will be open for discussion in the future
         once you become established in your position and with the
         Company;

                  5.)  You will begin your employment with Rose Hill on
         Monday, May 19, 1997.



                  It is my hope that the addition of the foregoing items will
clarify any questions you may have. I look forward to your arrival at Rose
Hills.

                                            Yours very truly,

                                            Kendall E. Nungesser
                                            President and Chief Executive
                                            Officer

                  I accept the above addendum to my offer letter dated April 22,
1997.

Name:_____________________                  Date____________________