Richard M. Urbach 106 Saddle Ridge Drive Oakdale, PA 15071 RE: TERMINATION AGREEMENT AND GENERAL RELEASE Dear Rich: This Termination Agreement and General Release sets forth the terms of our mutual agreement concerning your resignation from Rock of...

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇

RE:    TERMINATION AGREEMENT AND GENERAL RELEASE

Dear Rich:

This Termination Agreement and General Release sets forth the terms of our mutual agreement concerning your resignation from Rock of Ages Corporation, its subsidiaries and affiliates (collectively, "Rock of Ages" or the "Company") in connection with your purchase of the retail operations of the Company on January 17, 2008.  Specifically, we agree as follows:

You have resigned from employment on January 17, 2008 (the "Separation Date").   You will execute short form resignations resigning as President and Chief Operating Officer of the retail operations of the Company as necessary for inclusion in the Company's corporate records.

In consideration of the execution of this Termination Agreement and General Release and in recognition of your efforts during 2007 to bring the retail division of the Company to profitability, the Company agrees to pay you a performance bonus equal to $25,000.  No payment shall be made until you have executed this Agreement and the seven day revocation period set forth in paragraph 14 below has expired.

Your group term life insurance, optional life insurance, disability insurance, retirement plan and all other fringe benefits not specifically provided for herein shall cease and terminate on the Separation Date. All Company contributions to your 401(k) account shall cease on the Separation Date; provided, however, you may remain in the plan according to its terms for as long as you wish and as long as your account balance remains over Five Thousand Dollars ($5,000.00), or you may withdraw or rollover your account balance at any time after the Separation Date in accordance with the provisions of the 401(k) Plan and in accordance with applicable law and regulations. A notice explaining your distribution options will be sent to your home.  Under current COBRA law you may have the right to remain on the Company's group health plan in accordance with COBRA.  A COBRA notice and election form will be sent to your home on a timely basis. 

4.

You have submitted all outstanding, unreimbursed, business expenses incurred on behalf of the Company prior to December 31, 2007.  You acknowledge and agree that no further reimbursement for expenses incurred in connection with your employment or under your employment agreement are due, including, but not limited to, any expenses incurred after December 31, 2007. 

5.

You have returned, or will immediately return, all Company property, whether confidential or not, without keeping copies or excerpts thereof, including, but not limited to, computers (including any passwords associated therewith), cell phones, printers, customer lists, samples, product information, financial information, price lists, marketing materials, keys, credit cards, telephone calling cards, technical data, research, blueprints, trade secrets information, and all confidential or proprietary information.  You may retain any property in your possession which is the property of Rock of Ages Memorials, Inc. or otherwise pertains to Rock of Ages Memorials, Inc.

6.

You understand and agree that you would not receive the money and benefits specified in this agreement except for your execution of this Termination Agreement and General Release and your agreement to fulfill the promises as described herein.

7.

You and Rock of Ages agree that the payment and benefits specified in paragraph 2 above includes any and all monies, including but not limited to wages, salary, severance and/or pay in lieu of notice that may be due to you as a result of your employment with Rock of Ages and/or the termination thereof.  You hereby specifically waive and relinquish any and all rights that you may have for severance and/or change in control payments set forth in the Employment Agreement between you and the Company dated September 15, 2004, as amended on May 24, 2006.

8.

In consideration of the covenants and payments set forth above, you voluntarily release and discharge Rock of Ages, its parent, affiliates, subsidiaries, divisions, officers, employees, agents, successors, and assigns, both individually and in their official capacities (hereinafter referred to collectively as "Rock of Ages") of and from any and all claims, charges, lawsuits, grievances or causes of action whatsoever, in law of equity, which you, your heirs, executors, administrators, successors, and assigns may have against Rock of Ages.  This shall include any claim related to or arising out of your employment by Rock of Ages, the terms and conditions of said employment and the cessation of said employment, including but not limited to any alleged violation of the following:

This Termination Agreement and General Release sets forth the entire agreement between the parties hereto and fully supersedes any and all prior agreements or understandings, written or oral, between the parties hereto pertaining to the subject matter hereof.

The parties have read and fully considered the foregoing Termination Agreement and General Release.  By signing below, you hereby represent that the terms and implications of this Termination Agreement and General Release have been fully explained to you, that you have been afforded a reasonable opportunity to consider this Termination Agreement and General Release, and that you have carefully considered other alternatives to executing this Termination Agreement and General Release. Having elected to execute this Termination Agreement and General Release, to fulfill the promises set forth herein, and to receive the benefit of these promises, you now knowingly and voluntarily sign this Termination Agreement and General Release.

You should discuss this document with your lawyer. You should thoroughly review and understand the effect of the Release before acting on it. Please take this Release home and consider it. This is an important legal document, By signing it, you give up your right to ▇▇▇ your employer. You have twenty-one (21) days to decide whether to sign it.  If you do not sign it within the twenty-one (21) days from the date you receive it, this agreement shall be considered withdrawn and its terms null and void.  If you sign it, you have seven (7) more days to revoke your acceptance of this Agreement and General Release. After expiration of this seven (7) day period, this Termination Agreement and General Release becomes effective and enforceable.