FIFTH AMENDMENT TO

                              ------------------



                           BUDDHIST MEMORIAL COMPLEX

                           -------------------------



                         DEVELOPMENT AND USE AGREEMENT

                         -----------------------------



     THIS FIFTH AMENDMENT pertains to that certain Buddhist Memorial. Complex

Development and Use Agreement (the "Agreement"), dated March 1, 1994, by and

between Rose Hills Memorial Park Association, a California Non Profit Mutual

Benefit Corporation ("Association") and the International Buddhist Progress

Society, a California Non Profit Religious Corporation ("Temple"), as amended by

the First Amendment to the Agreement dated September 1, 1994, by the Second

Amendment to the Agreement dated March 15, 1995, by the Third Amendment to the

Agreement dated May 15, 1995, and to the Fourth Amendment to Agreement dated

October 15, 1995.



                                    RECITALS

                                    --------



     Under a Grant Deed dated November 19, 1996, and recorded on November 19,

1996, as Instrument No. 96-19870672, Association deeded the real property which

is the subject matter of the Agreement and of this Fifth Amendment to Rose

Hills, Inc., a Delaware corporation (hereinafter referred to as the

(Corporation"), and on May 8, 1998 the Corporation filed with the California

Secretary of State an Amended Statement and Designation by Foreign Corporation,

changing it's name to RH Cemetery Corp.



     The parties desire to expand the scope of the Buddhist Memorial Complex to

include an additional area consisting of approximately 0.35 of an acre, located

contiguous to and northerly of the initial Site. The expanded area shall be

utilized as an urn garden (sometimes referred to as a "stupas garden"), wherein

inurned ashes will be placed within or upon the surface of the ground. In

consideration for the expansion of the Site, Temple agrees to pay to Corporation

the additional sum of Thirty Thousand and No/ 100 Dollars ($30,000.00).



     The parties further desire to acknowledge that Temple has exercised it's

option to acquire the Adjacent Site (Parcel B), and to set forth the expectation

of the parties regarding that Site.



     In order to memorialize these Recitals, the Agreement is hereby

acknowledged and amended as follows:



                                 ACKNOWLEDGMENT

                                 --------------



     Corporation hereby acknowledges each and every term of the Agreement, and

of the First, Second, Third and Fourth Amendments to the Agreement, and assumes

and agrees to perform each and every obligation of Association thereunder to the

same extent as if Corporation had initially been named as a party therein

instead of Association.





                                   AMENDMENTS

                                   ----------



1.   Paragraph 1.1. of the Agreement is hereby amended to read in full as

follows:

<PAGE>



"1.1.  Property.  Corporation is the owner of those certain premises (the

"Property") consisting of the property described in Exhibit "A" (Parcel A) and

Exhibit "C" (Parcel C) attached hereto (the "Site"), on which a columbarium and

related facilities (the "Buddhist Memorial Complex" or "Complex") has been

constructed. The Property is located within the larger cemetery commonly known

as Rose Hills Memorial Park, Whittier, California (the "Memorial Park")."



2.   Paragraph 1.3 of the Agreement is hereby amended to read in full as

follows:



"1.3   Adjacent Site.  Adjacent to the Site is additional undeveloped real

property owned by Corporation (the "Adjacent Site"), as to which Temple has

acquired certain options and rights under this Agreement. The Adjacent site is

described in Exhibit "B" (Parcel B) attached hereto."



3.   Paragraph 4.7.2 of the Agreement is hereby amended to read in full as

follows:



"4.7.2  Payment for Interment Rights.  Temple shall pay One Million Four Hundred

and Five Thousand and No/100 Dollars ($1,405,000.00) for all interment rights

associated with the Site. Of this sum, Temple has paid to Association and/or

Corporation the sum of Six Hundred Sixty Thousand and No/ 100 Dollars

($660,000.00). Corporation is indebted to Temple in the sum of One Hundred

Seventy Five Thousand and No/100 Dollars ($175,000.00) for Site Improvement

Costs under the provisions of paragraph 4.1.5 of the Third Amendment to

Agreement dated May 15, 1995 ("Corporation's Indebtedness"). Temple elects to

deduct Corporation's Indebtedness from the amount owed by Temple, leaving an

unpaid balance of Five Hundred Seventy Thousand No/100 Dollars ($570,000.00).

Temple shall pay the unpaid balance, without interest, at the rate of One

Hundred Thousand and No/100 Dollars ($100,000.00) per quarter, commencing on

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC