EXHIBIT 10.6

                                    AGREEMENT

     This  Agreement  is entered  into as of August 1, 1999 by and between  Lari
Acquisition Company, Inc. ("Lari") and The Neptune Society, Inc. (formerly known
as Lari  Corp.)  ("Neptune"),  on the one hand,  and Emanuel  Weintraub  and the
Emanuel  Weintraub Inter Vivos Trust  (collectively  "Weintraub"),  on the other
hand, with reference to the following facts:

     WHEREAS:

     A. Lari has certain existing  obligations to Weintraub under, inter alia, a
Consulting  Contract  a  promissory  note in the  amount  of $19  million  and a
promissory note in the amount of $2 million;

     B. Lari has requested that Weintraub agree to restructure certain of Lari's
obligations  to  Weintraub in order to assist Lari to increase its cash flow for
operation of its recently acquired  cremation business and to provide additional
available funds to Lari for the acquisition of new cremation businesses;

     C.  Weintraub has agreed to accommodate  certain of Lari's  requests and to
agree to restructure certain of Lari's obligations;

     D. The parties are  concurrently  herewith  entering into amendments of the
Consulting Contract,  the $19 million Promissory Note, the $2 million Promissory
Note and the Joint  Written  Instructions  to Escrow  Agent dated April 22, 1999
which govern the manner in which certain sums due to Weintraub and others are to
be paid and disbursed; and

     E.  Lari and  Neptune  have  agreed to  provide  certain  consideration  to
Weintraub in exchange for his agreement to modify Lari's payment obligations.

     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. Neptune will issue,  on or before  August 13,  1999,  stock  warrants to
purchase  250,000  shares  in  Neptune  at a price  of  $6.00  per  share to the
following individuals in the following amounts:

             Linda Stark                          125,000 shares
             Jill Schulman                         62,500 shares



                                      -1-
<PAGE>



             Nancy Leferman                        62,500 shares

     The warrants shall be  exerciseable  within four years (i.e.,  until August
15, 2003) and subject to a one-year statutory holding period restriction.

     2. Lari and Neptune agree to reimburse  Weintraub for all reasonable  legal
fees and costs incurred by him in connection with and related to the negotiation
and   documentation  of  the   restructuring   of  Lari'  s  obligations.   Such
reimbursement  shall  be  made by not  later  than 15  days  after  delivery  by
Weintraub or his  attorneys of the invoice  reflecting  the  incurrence  of such
legal fees and costs.

     3. Lari will pay to Weintraub  the sum of $76,350,  of which sum  Weintraub
acknowledges  receipt of $38,175.  The remaining $38,175 will be paid by Lari on
the earliest of: (1) the payment in full of the $19 million  Promissory Note; or
(2) July 31, 2000.

     4. Each of the obligations set forth in this agreement are  acknowledged to
be  obligations  which are  secured by that  security  interest  created by that
Security  Agreement  dated as of March 31,  1999 by and  between  Lari,  Neptune
Management Corp., Neptune Pre-Need Plan, Inc., Heritage  Alternatives,  Inc. and
the Emanuel Weintraub Inter Vivos Trust.

     5. This  Agreement 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  Agreement  shall be  effectual  and valid proof of  execution  and
delivery.

     IN WINESS WHEREOF,  the parties hereto have duly executed this Agreement as
of the day and year first above written.


Lari Aquisition Company, Inc.

By  /s/ Marco Markin
    -----------------------------

Title: Vice President






                                      -2-
<PAGE>


The Neptune Society, Inc.
(formerly Lari Corp)

By /s/ Suzanne L. Wood
   ------------------------------
Title: President


EMANUEL WEINTRAUB INTER VIVOS TRUST


Per:
     ----------------------------
     Emanuel Weintraub, Trustee



---------------------------------
EMANUEL WEINTRAUB







                                      -3-