EXHIBIT 10.12


         AMENDMENT TO THAT CERTAIN PROMISSORY NOTE DATED MARCH 31, 1999
   IN THE AMOUNT OF $19,000,000.00 EXECUTED BY LARI ACQUISITION COMPANY, INC.
         (THE "PAYOR") IN FAVOR OF THOSE PERSONS LISTED ON SCHEDULE "A"
                ATTACHED TO THE NOTE (THE "LENDERS") (THE "NOTE")
--------------------------------------------------------------------------------

This Amendment is dated for reference the 1st day of August, 1999

WHEREAS:

A.   As  presently  structured,  the Payor is  required  to pay to the  Lenders,
     pursuant to the Note, the sum of  $9,000,000.00 on or before July 31, 1999,
     representing a portion of the principal of the Note; and  additionally,  is
     required to pay interest at the rate of 9% per annum on the unpaid  portion
     of the Note to accrue from July 31, 1999 monthly in arrears  commencing  on
     August 31, 1999 until fully paid;

B.   The Payor  wishes to defer the  payment of a portion  of the July 31,  1999
     principal payment under the Note and to lower its monthly interest payments
     under the Note;

C.   Two of the Lenders have agreed to restructure their payments under the Note
     on the terms and conditions of this Amendment;

D.   Accordingly,  the  Payor  wishes  to  change  its  payment  obligations  as
     reflected in the Note,  in respect of payments to be made to the  following
     Lenders:

     i.   Weintraub,  Emanuel - Intervivos Trust, as to Neptune/Heritage general
          partnership interest ("Weintraub"); and
     ii.  Zicklin,   Stanley,  as  to  Neptune  general   partnership   interest
          ("Zicklin"); and

E.   Emanuel  Weintraub  and Leo Robert  Dennis,  who,  pursuant  to those Joint
     Written  Instructions to Escrow Agent dated April 22, 1999 have been deemed
     holders of the Note and fully empowered to enforce the Note for the benefit
     of the Lenders,  have agreed to amend the Note on the terms and  conditions
     of this Amendment.

NOW THEREFORE, in consideration of the mutual covenants, agreements,  warranties
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties agree with each other as follows:

1.   All  capitalized  terms in this Amendment shall have the meaning as defined
     in the Note.

2.   By reference, Exhibit "A" of this Amendment is incorporated into the Note

3.   The first two  paragraphs of the Note shall  deleted in their  entirety and
     replaced with the following language:


<PAGE>



     "FOR VALUE RECEIVED.  THE UNDERSIGNED (the "Payer")  PROMISES TO PAY to SEE
     ATTACHED  SCHEDULE  "A" TO  THIS  NOTE,  (the  "Lenders"),  or  order,  the
     principal sum of $19,000,000.00 (the "Principal Sum") as follows:

     a.   To THOSE  LENDERS  SET FORTH IN EXHIBIT  "A" TO THIS  NOTE,  or order,
          $7,439,466.00  (the "First  Sum") with  interest at the rate of 9% per
          annum to accrue from July 31, 1999 until  fully  paid,  calculated  as
          simple annual  interest to be paid on any unpaid sum of the First Sum,
          monthly in arrears on the last day of each month  commencing on August
          31,  1999 until  fully  paid.  Payment  shall be applied  first to the
          payment of all accrued and unpaid  interest and then to payment of the
          principal  of the First Sum.  The First Sum will be due and payable as
          follows:

          i.   $3,523,957.58 on or before August 11, 1999; and

          ii.  $3,915,508.42,  together with all accrued and unpaid interest, on
               or before July 31, 2000.

     b.   To Emanuel Weintraub Intervivos Trust, as to Neptune/Heritage  general
          partnership  interest,  or order,  $9,625,088.00  due and  payable  as
          follows:

          i.   $386,776.56 on or before August ii, 1999;

          ii.  $4,172,475.64 on or before January 3, 2000; and

          iii. $5,065,835.80 on or before July 31, 2000.

     c.   To Stanley Zicklin,  as to Neptune general  partnership  interest,  or
          order, $l,935,446.00 due and payable as follows:

          i.   $215,049.82 on or before August11, 1999;

          ii.  $701,740.18 on or before January 3, 2000,  together with interest
               on such  amount at the rate of 9% per  annum to accrue  from July
               31, 1999 and to be fully paid on January 3, 2000,  calculated  as
               simple  annual  interest  to be  paid on any  unpaid  sum of such
               amount.  Payment  shall be  applied  first to the  payment of all
               accrued and unpaid  interest and then to payment of the principal
               of such amount; and

          iii. $1,018,656.00  on or before  July 31,  2000 with  interest at the
               rate of 9% per annum to accrue  from July 31,  1999  until  fully
               paid,  calculated  as simple  annual  interest  to be paid on any
               unpaid sum of such amount,  monthly in arrears on the last day of
               each month commencing on August



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<PAGE>


               31, 1999 until fully paid.  Payment shall be applied first to the
               payment of all accrued and unpaid interest and then to payment of
               the principal of such sum."

4.   With respect to the payments due under this  Amendment on or before January
     3, 2000 (i.e. as set forth in paragraphs  3.b.ii and 3.c.ii above),  the 30
     day right of cure for  nonpayment  as  provided in the Note is reduced to 5
     calendar days.

5.   Except as otherwise  expressly  modified  herein,  the Note remains in full
     force and effect.

6.   As of the date of execution of this Amendment,  the Payor  respresents that
     it is not aware of any facts giving rise to any set-off  rights against any
     of the Lenders.

7.   It is expressly  acknowledged  that the Note,  as amended,  continues to be
     secured by that security interest granted pursuant to that certain security
     agreement between the Payor , the Lenders and other parties dated March 31,
     1999.

8.   All dollar  amounts  referred in this Amendment are stated in United States
     of America currency.

9.   This Amendment may be executed in any number of counterparts, each of which
     when delivered  shall be deemed to be an original and all of which together
     shall  constitute  one  and  the  same  document.  A  signed  facsimile  or
     telecopied  copy of this  Amendment  shall be effectual  and valid proof of
     execution and delivery.

IN WITNESS  WHEREOF the parties  hereto have duly executed this  Amendment as of
the day and year first above written.

LARI ACQUISITION COMPANY, INC.

Per: /s/ Illegible
     ----------------------------------
     Authorized Signatory


EMANUEL WEINTRAUB INTER VIVOS TRUST


Per: /s/ Emanuel Weintraub
     ----------------------------------
     Emanuel Weintraub, Trustee



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<PAGE>



SIGNED, SEALED AND DELIVERED by     )
EMANUEL WEINTRAUB in the presence   )
of:                                 )
                                    )
                                    )
----------------------------------- )      /s/ Emanuel Weintraub"
Witness                             )      -------------------------------------
                                    )      EMANUEL WEINTRAUB
----------------------------------- )
Address                             )



SIGNED, SEALED AND DELIVERED on     )
behalf of STANLEY ZICKLIN in the    )
presence                            )
of:                                 )      STANLEY ZICKLIN
                                    )
                                    )
----------------------------------- )      By:
Witness                             )          ---------------------------------
                                    )          William F. Tisch, Esq.
                                    )          Sandler & Rosen, LLP.
                                    )          Attorneys for Stanley Zicklin
----------------------------------- )
Address                             )




SIGNED, SEALED AND DELIVERED by     )
LEO ROBERT DENNIS in the presence   )
of:                                 )
                                    )
                                    )
----------------------------------- )      -------------------------------------
Witness                             )      LEO ROBERT DENNIS
                                    )
                                    )
----------------------------------- )
Address                             )



The undersigned  hereby  acknowledges  that it approves this Amendment and it is
expressly  acknowledged by the  undersigned  that this Amendment does not change
any of its obligations.




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