EXHIBIT 10.16


                            ASSET PURCHASE AGREEMENT


     This  Agreement  is made as of this 31st day of March,  1992,  by and among
HERITAGE CREMATION SERVICES, INC. ("SELLER");  JOSEPH ESTEPHAN and ELIE ESTEPHAN
("collectively Estephan") and EMANUEL WEINTRAUB or Nominee ("BUYER") and is made
with reference to the following facts:

     1.  SELLER is a  California  corporation,  duly  incorporated  and  validly
existing and in good standing under California law.

     2.  ESTEPHAN are the sole directors, officers and shareholders of SELLER.

     3.  SELLER  wishes to sell and BUYER  wishes to buy certain  equipment  and
certain tights of SELLER.

     4.  BUYER  additionally  wishes  to  obtain  the  nonexclusive  consulting
services of JOSEPH  ESTEPHAN and to obtain  ESTEPHAN's  agreement not to compete
with BUYER.


     WHEREFORE, the parties agree as follows:

     1. Closing Defined.  As used herein, the term "Closing" shall be defined as
the last day of the month in which each of the  following  events has  occurred:
(1) a new retort has been  manufactured  and placed in the Leased  Premises  (as
defined in  paragraph 3, infra);  (2) one  refrigerated  box has been moved from
BUYER's  Gardena  facility to the eased  Premises;  (3) all licenses and permits
necessary to operate a crematory  from the Leased  Premises have been  obtained;
and (4) the new retort is functioning according to standard requirements.

     2. Property Sold. At the Closing,  SELLER shall sell,  transfer and deliver
to BUYER,  all right,  title and interest in and to that  equipment set forth in
Exhibit "A" attached hereto and incorporated by reference.

     3. Leasehold Interest Assigned.  At the Closing,  SELLER shall transfer and
assign  all of its tight,  title and  interest  in and to that  Lease  Agreement
relating to that certain real property located at 3223 East Pico Boulevard,  Los
Angeles,  California  ("Leased  Premises")  attached  hereto as Exhibit  "B" and
incorporated herein by reference.  BUYER shall assume all obligations under said
Lease.



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     4. Permits And Licenses Assigned. At the Closing, SELLER shall transfer and
assign to BUYER all of its right,  title and  interest in and to all permits and
licenses necessary to operate a crematorium from the Leased Premises.

     5.  Assignment Of Rights In And To The Name "Heritage  Cremation  Services.
Inc.".  At the  Closing,  SELLER  shall  transfer and assign to BUYER all of its
right, title and interest in and to the name "Heritage Cremation Services, Inc."

     6. Purchase  Price.  BUYER shall pay to SELLER for the equipment and rights
identified in paragraphs 1-5, inclusive, above:

          (a) One Hundred Fifty Thousand Dollars ($150,000) payable as follows:

               (1)  Fifty Thousand Dollars ($50,000.00) on or before thirty days
                    after Closing;

               (2)  Fifty Thousand Dollars ($50,000.00) on or before one hundred
                    eighty (180) days after Closing;

               (3)  Fifty  Thousand  Dollars  ($50,000.00)  on or  before  three
                    hundred sixty-five (365) days after Closing; and

          (b) For a period of ten years after Closing, compensation based on the
number of cremations  performed by BUYER at the Leased Premises to be calculated
as follows:  $10 for every  cremation  performed at the Leased  Premises for any
Neptune  Society;  $15 for every cremation  performed at the Leased Premises for
any other  individual  or entity.  Said  monies  shall be paid to SELLER for any
given month on or before the 15th day of the month  following the  performing of
the cremations.



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Notwithstanding  the  foregoing,  in the event the conditions set forth infra in
paragraph 10 have not been fulfilled at the time any of the foregoing sums would
otherwise be due and payable to SELLER,  said sums shall be placed by BUYER into
a trust account and released to SELLER only at such time as when the  conditions
have been fulfilled.

     7.  Services of Joseph  Estephan.  For a period of one year after  Closing,
Joseph  Estephan  will  serve as a  non-exclusive  consultant  to BUYER.  Joseph
Estephan shall devote sufficient time in his capacity as a consultant to train a
manager for the crematory and other personnel of BUYER as shall be designated by
BUYER  and  under  BUYER's  supervision.  As  compensation  for said  consulting
services,  Joseph  Estephan  shall  receive  compensation  in the amount of Five
Thousand Dollars ($5,000) monthly for twelve months. Joseph Estephan will devote
at least sixty (60) hours per month as a consultant for BUYER.

     8.  Non-competition  Agreement.  For a period  of  three  (3)  years  after
Closing,  ESTEPHAN agree that they will not,  directly or indirectly,  hold more
than a five  percent  (5%)  ownership  interest in any  crematory  or work for a
crematory (other than for BUYER) in any capacity in Los Angeles County,  Ventura
County and/or  Orange  County.  The parties agree that,  given the nature of the
cremation  industry,  these counties  represent counties in which ESTEPHAN could
potentially  be in direct  competition  with BUYER if they were to engage in the
cremation business.  The parties expressly acknowledge that the restrictions set
forth in this  paragraph  are  reasonable  both as to duration and territory and
will not have the effect of preventing  ESTEPHAN from pursuing their profession.
ESTEPHAN's agreement not to compete is a material inducement to BUYER's entering
into this Agreement.

     9. No Assumption Of Obligations  By BUYER.  With the sole exception of that
Lease  Agreement  attached  hereto as Exhibit  "B",  BUYER is not  assuming  any
liability or obligation of SELLER,  either directly or indirectly,  expressly or
impliedly.

     10.  Conditions  To BUYER's  Obligations.  BUYER's  obligations  under this
Agreement are expressly  conditioned on the following conditions being satisfied
in full:

          (a)  Angelus  Metal  Finishing and  Polishing  Co.,  Inc.  consents in
               writing  to an  addendum  of the  Lease  Agreement  in  the  form
               attached hereto as Exhibit "C",


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          (b)  All  necessary  governmental  and  regulatory  bodies  consent in
               writing to the transfer of all permits and licenses necessary for
               BUYER to operate a crematory  from the Leased  Premises,  without
               the  imposition of any additional  material  obligations on BUYER
               other than those  obligations of SELLER  previously  disclosed to
               BUYER.

     If the foregoing  conditions  have not been fulfilled on or before December
31, 1992, BUYER shall have the option to void this Agreement.

     11. Representations by SELLER. SELLER represents and warrants to BUYER, and
this Agreement is made in reliance on, each and all of the following:

          (a)  SELLER is a California corporation, duly incorporated and validly
               existing and in good standing under California law.

          (b)  SELLER  has the full  power  and  authority  to enter  into  this
               Agreement  and  nothing  set  forth  herein  or  any   obligation
               undertaken  by SELLER  herein  shall be  violative  of any law or
               statute.

          (c)  From the date of this Agreement and continuing  through and as of
               Closing,  none of the  equipment  identified  in  Exhibit  "A" is
               subject  to any  liens  or  encumbrances  of any  kind or  nature
               whether consensual or by operation of law and SELLER has good and
               marketable title to each of said assets.

          (d)  SELLER is not now a party to any  litigation  whether in a court,
               arbitration,  tribunal or before any governmental agency.  SELLER
               has previously been a party to litigation but said litigation has
               been  terminated  and  SELLER has no  judgment  against it of any
               kind. Further,  SELLER has no outstanding obligation to anyone as
               the result of said litigation or any other litigation.

          (e)  SELLER  does not have any  claims  or  demands  asserted  or made
               against it and knows of no basis on which any claim or demand may
               be made  against  it.  As the  sole  exception  to the  foregoing
               representation,  SELLER has disclosed to BUYER the existence of a
               potential claim


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               against it by the Hammond family. SELLER has represented to BUYER
               that,  if this  claim is  asserted,  the claim will be covered by
               SELLER's  existing  insurance  policy and the limits of  SELLER's
               existing  insurance  policy  are  sufficient  to cover  the claim
               (including all defense costs) in its entirety.

          (f)  SELLER does not have any judgments entered against it.

          (g)  SELLER has duly filed all  federal,  state and local tax  returns
               and  documents  required  to be filed  and has paid all  federal,
               state and local taxes on a timely basis.  SELLER has not received
               any delinquency or assessment  notices from any taxing  authority
               and neither  SELLER nor any  property of SELLER is subject to any
               state or federal tax liens.

          (h)  BUYER will enjoy ownership of those assets  identified in Exhibit
               "A" free and clear of any  claims,  liens or demands of SELLER or
               SELLER's creditors.

     SELLER  hereby  indemnifies  and holds  BUYER  harmless  against any claim,
demand,  cause of  action,  judgment,  damages  or costs  (including  reasonable
attorney's fees) arising out of any breach or threatened breach of the aforesaid
warranties and representations.

     12.  SELLER's Right To Audit.  SELLER shall have the right to audit BUYER's
case  log at  BUYER's  place of  business  during  normal  business  hours  upon
reasonable  notice to BUYER.  Said right to audit may not be exercised by SELLER
more frequently than once every six months.

     13. BUYER's Undertaking.  BUYER covenants to use its best effort to obtain,
not later than 90 days after Closing ("Neptune Agreement  Deadline"),  a binding
agreement with The Neptune Society of Los Angeles,  Ltd.  ("Neptune-L.A.")  that
provides,  in part, that Neptune-L.A.  will provide BUYER with the lesser of 100
cases per month or 50% of Neptune-L.A.'s total number of cremation cases for any
given month for at least ten years after Closing. In the event such agreement is
not obtained by BUYER,  SELLER shall have the option for a period of thirty (30)
days after the Neptune  Agreement  Deadline within which to serve written notice
voiding this Agreement.


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     14. BUYER's  Reimbursement Of SELLER's Expenses.  BUYER agrees to reimburse
SELLER for those expenses  incurred by SELLER on BUYER's behalf in contemplation
of this  Agreement,  as set  forth in  Exhibit  "1)".  BUYER  further  agrees to
reimburse  SELLER  for any  additional  expenses  incurred  by SELLER on BUYER's
behalf provided that SELLER  receives  BUYER's  written  authorization  prior to
incurring  said expense.  BUYER agrees to advance the deposit for the new retort
to be ordered and installed in the Leased  Premises,  as well as to pay the cost
of installation and related expenses with respect to the new retort.

     15. Voiding Of Agreement By BUYER. In the event this Agreement is voided by
either  BUYER or  SELLER  pursuant  to the  provisions  of  paragraph  10 or 13,
respectively,  any sums paid by BUYER to SELLER under  paragraphs 6(a), 6(b) and
14 shall be immediately returned to BUYER and, conditioned on BUYER's receipt of
said funds,  BUYER shall immediately  reassign and transfer to SELLER all right,
title and interest in and to that Equipment set forth in Exhibit "A", that Lease
Agreement  attached hereto as Exhibit "B", and all permits and licenses assigned
to BUYER.  Additionally,  SELLER shall  purchase from BUYER,  at BUYER's  actual
cost, the new retort purchased by BUYER in  contemplation of this Agreement,  as
well as any other equipment or inventory  purchased by BUYER in contemplation of
or in furtherance of this Agreement. Notwithstanding the foregoing, in the event
this  Agreement is voided,  BUYER shall retain all income  earned in operating a
crematory on the Leased  Premises from the time of Closing  through the time the
Agreement is voided and Joseph Estephan shall retain all monies paid to him as a
non-exclusive  consultant  to BUYER  under  paragraph  7 hereof from the time of
Closing through the time the Agreement is voided.

     16.  Survival of SELLER's  Representations  Warranties and  Indemnity.  The
representations,  warranties and covenants of SELLER herein shall remain in full
force  regardless  of any  investigation  or approval by BUYER and shall survive
Closing.

     17. Assignment.  This Agreement shall be binding upon, inure to the benefit
of, and be enforceable by the heirs,  administrators,  executors, and assigns of
SELLER and of BUYER.

     18. Further  Documents.  Each party agrees to execute any further documents
reasonably necessary to effectuate the purpose of this Agreement.


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     19.  This  Agreement  shall  be  governed  by  the  laws  of the  State  of
California.

     20. Entire Agreement.  This Agreement  contains the entire agreement of the
parties hereto, and supersedes any prior written or oral agreements between them
concerning the subject matter contained  herein.  There are no  representations,
agreements,  arrangements, or understandings, oral or written, between and among
the parties hereto, which are not fully expressed herein. This Agreement may not
be modified except by an instrument in writing signed by both parties.

IN WITNESS  WHEREOF,  this  Agreement  has been  executed  by the parties in Los
Angeles, California.

                                    HERITAGE CREMATION SERVICES, INC.


DATED:  March 31, 1992              BY:   /s/ Joseph Estephan
                                          -------------------------------------
                                          JOSEPH ESTEPHAN, its President


DATED:  March 31, 1992              BY:   /s/ Joseph Estephan
                                          -------------------------------------
                                          JOSEPH ESTEPHAN


DATED:  March 31, 1992              BY:   /s/ Elie Estephan
                                          -------------------------------------
                                          ELIE ESTEPHAN


DATED:  March 31, 1992              BY:   /s/ Emanuel Weintraub
                                          -------------------------------------
                                          EMANUEL WEINTRAUB