EXHIBIT 10.5


                                    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 Stanley Zicklin ( "Zicklin"),
on the other hand, with reference to the following facts:

     WHEREAS:

     A.   Lari has certain  existing  obligations to Zicklin under, a promissory
          note in the amount of $19 million (the "Note"),

     B.   Lari has requested that Zicklin agree to restructure certain of Lari's
          obligations  to Zicklin 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.   Zicklin has agreed to  accommodate  certain of Lari's  requests and to
          restructure certain of Lari's obligations.

     D.   The parties are concurrently  herewith entering into amendments of the
          Note and the Joint  Written  Instructions  to Escrow Agent dated April
          22, 1999 (the "Instructions") which govern the manner in which certain
          sums due to Zicklin and others are to be paid and disbursed

     E.   Lari and  Neptune  have  agreed to provide  certain  consideration  to
          Zicklin  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,  to the order of Zicklin,  on or before  August 13,
1999,  stock  warrants to purchase  25,000 shares in Neptune at a price of $6.00
per  share,  to be held in the  Weintraub/Zicklin  Fund as  contemplated  in the
Instructions,  and amendments thereto,  and the Agreement  Concerning Escrow and
Related  Matters among the parties hereto and Emanuel  Weintraub dated April 22,
1999.

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

     2. Lari and Neptune shall immediately reimburse Zicklin for $3,500 in legal
fees  and  costs  incurred  by  him  in  connection  with  and  related  to  the
negotiations and  documentation of the restructuring of Lari's  obligations,  by
check for $3,500 payable to Sandler & Rosen, LLP.



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     3. 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.

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

LARI ACQUISITION COMPANY, INC.


Per:
     --------------------------------
     Authorized Signatory


THE NEPTUNE SOCIETY, INC.
(formerly, Lari Corp.)


Per: /s/ Suzanne L.Wood
     --------------------------------
     Authorized Signatory



STANLEY ZICKLIN

By:
     --------------------------------
     William F. Tisch, Esq.
     Sandler & Rosen, LLP.
     Attorneys for Stanley Zicklin,
     signed on his behalf