EXHIBIT 10.15


                         PRENEED FUNERAL TRUST AGREEMENT


     THIS PRENEED FUNERAL TRUST AGREEMENT is made as of this 1st day of October,
1993,  by  and  between  NEPTUNE  MANAGEMENT  CORP,  a  California   corporation
("Senior"),  with its principal  office at 930 W. Alameda  Avenue,  Burbank,  CA
91506 and SUNBANK/SOUTH FLORIDA, NA. ("Trustee"),  whose address is 501 East Las
Olas Boulevard, Ft Lauderdale, FL 33301.


                                    ARTICLE I
                                  NAME OF TRUST

     The trust and trust fund created hereunder shall be known, respectively, as
the 1993 NEPTUNE TRUST MASTER FUND ("Trust") and the PRENEED  FUNERAL TRUST FUND
OF NEPTUNE  MANAGEMENT CORP.  ("Fund"),  and it shall be sufficient that they be
referred to as such in any instrument of transfer, deed or assignment.


                                   ARTICLE II
                                PURPOSE OF TRUST

     This Trust is  established by Senior the purpose of managing sums deposited
in the Fund in prepayment of the sale of preneed funeral  services,  merchandise
and/or supplies in connection with the commemoration of the memory of a deceased
human being  pursuant  to the  requirements  of Chapter  497,  Florida  Statutes
("Act")  and the  terms and  provisions  of this  Trust  shall be  construed  in
accordance therewith.  Any conflict between the terms of this Trust and the Act,
the  regulations  promulgated  thereunder,  or any other  applicable  Florida or
Federal statute or regulation shall be construed in accordance with such statute
or  regulation.  Furthermore,  it is the  purpose of this Trust to  establish  a
method by which  Settlor  may comply  with the  requirements  of the Act and the
rules promulgated  thereunder,  and to further provide  financial  stability and
security for the trusted funds.




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                                   ARTICLE III
                                   TRUST FUND


     3.1 It is Senior's intent to enter into contracts to sell funeral services,
merchandise or supplies related thereto  (sometimes  hereinafter  referred to as
"Service and  Merchandise")  in  connection  with  disposing of human remains or
commemorating  the memory of a deceased  human being and to receive  payment for
Service and  Merchandise  as may be set forth in such  contracts.  Senior hereby
agrees to deliver  to  Trustee,  not  absolutely,  but in trust,  a sum equal to
seventy  percent  (70%) of all funds paid to or  collected  by or  forwarded  to
Senior under a contract for funeral services,  one hundred percent (100%) of all
funds  paid to or  collected  by  Settlor  for all cash  advance  items  paid by
purchaser, the greater of thirty percent (30%) of all funds paid to or collected
by Senior,  or one  hundred  ten  percent  (110%) of the  wholesale  cost of all
Merchandise  sold.  Deposits to the Fund shall be made  within  thirty (30) days
after  the end of the  calendar  month in which  any  payment  for  Service  and
Merchandise sold for future use is received by Settlor. Settlor may, at its sole
discretion,  deposit  into the  Fund  amounts  received  pursuant  to a  preneed
contract  in excess of the  amounts  set forth  above  which are  required to be
deposited  with Trustee  pursuant to the Act  provided  that such amounts do not
exceed one  hundred  percent  (100%) of the funds  collected.  It is  understood
between  the  parties  that it is the  sole  responsibility  of the  Settlor  to
determine the  percentages  and to calculate the amount to be deposited with the
Trustee.  Amounts  deposited  with  Trustee  shall not be loaned to Settlor,  an
affiliate of a  certificate  holder,  or any other  certificate  holder,  or any
person  directly or indirectly  engaged in the burial,  funeral home or cemetery
business.

     3.2  Expenses  related  to the cost of the  operation  of the  Trust may be
deducted from the income thereon  earned,  including the payment of a reasonable
Trustee's  fec as agreed upon herein.  All  principal and all other income shall
remain intact.

     3.3  Disbursements of funds  discharging any preneed contract shall be made
by Trustee to Settlor upon receipt of a certified copy of the death  certificate
of the  contract  beneficiary  and  evidence  satisfactory  to Trustee  that the
preneed contract has been fully performed.

     3.4 If  Settlor  has  entered  into a  contract  for the  sale of  personal
property or services  and has made the deposit to the Fund as required  pursuant
to the Act and this Trust and Senior subsequently cannot or does not provide the
personal  property  or perform the  services  called for by the  contract  after
written request to do so, the preneed contract purchaser ("Purchaser"),




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his heirs,  assigns or duly authorized  representatives  shall have the right to
provide such personal property or services arid, having provided the property or
services,  shall be  entitled  to  receive  the  deposits  to the credit of that
particular  contract.  Written  instruction  to  Trustee by  Settlor,  directing
Trustee to refund the amount of money on deposit,  or an affidavit by either the
Purchaser or one of his heirs, assigns or duly authorized representative stating
that he has fully  performed  under the preneed  contract  and that the personal
property or services  were not  provided  because the Senior  cannot  perform or
refuses  to perform as  provided  therein,  shall be  sufficient  authority  for
Trustee to refund the deposit monies credited to that particular contract to the
person submitting such affidavit.  Trustee shall not be held responsible for any
refunds made on account of Senior's written direction or an affidavit  submitted
in accordance with this paragraph. A contract entered into by Senior pursuant to
the Act, shall be subject to  cancellation  in accordance  with Section 497.4 19
and the rules  promulgated  in connection  thereunder and refunds may be made on
the  preneed  contract  as  follows:  (1) if the  Purchaser  cancels the preneed
contract  within  thirty (30) days of the date that the  contact  was  executed,
Purchaser  shall be  entitled  to a complete  refund of sums paid except for the
amounts  allocable to any burial rights,  Merchandise  and/or Serviccs that have
been used; or (2) if the  Purchaser  cancels the preneed  contract  after thirty
(30) days of the date that the preneed  contract was executed (a) the  Purchaser
shall be  entitled to a full  refund of the funds  received by Senior  which are
allocable  to Services,  facilities  and cash  advance  items  (which  Services,
facilities  and  cash  advance  items  have not been  used),  provided  that any
accumulated  earnings  allocable to the cancelled preneed contract shall be paid
to  Settlor  and  (b)  the  Purchaser  shall  be  entitled,  at  Settlor's  sole
discretion,  to  delivery of the  Merchandise  sold  pursuant  to the  cancelled
preneed  contract  or a full refund ol the funds  received by Settlor  which are
allocable to the specific  items of  Merchandise  that Senior cannot or does not
deliver,  provided  that any  accumulated  earnings  allocable to the  cancelled
preneed  contract  shall be paid to Settlor.  Trustee  shall remit to Senior all
deposit monies placed in the Fund pursuant to such a cancelled contract,  within
thirty (30) days after receipt by Settlor of the request for refund.

     3.5 If a  purchaser  is 90 days  past due in making  payments  on a preneed
contract, the contract shall be considered to be in default, and Senior shall be
entitled  to cancel  the  contract,  withdraw  all funds in trust  allocable  to
Merchandise items sold, and retain such funds as liquidated damages. Upon making
such withdrawal,  Settlor shall return all funds in trust allocable to Services,
facilities  or cash advance  items to the  purchaser,  provided  that Senior has
provided the purchaser with 30 days' written notice of its intention to exercise
any of its rights under this provision.



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     3.6 Upon the  execution  hereof,  Senior shall  deposit with Trustee  those
assets more  particularly  set forth on Schedule A,  attached  hereto and made a
part hereof.


                                   ARTICLE IV
                        ACCOUNTINGS AND FINANCIAL REPORTS

     4.1 Trustee shall furnish  adequate  financial  reports with respect to the
Fund  to the  Department  of  Banking  and  Finance  of  the  State  of  Florida
("Department")  as the Department  may require from time to time.  Trustee shall
make  such  additional   financial   reports  to  the  Department  and  to  such
governmental agencies having jurisdiction over companies holding certificates of
authority as the Department or such agencies may require.  Furthermore,  Trustee
shall make available to the agents of the Department or such other  governmental
agency as may have  jurisdiction  over  cemeteries  such  records,  reports  and
accountings  of  this  Trust  as may be  requested  by the  Department  or  such
governmental  agency for the purpose of examining  the status of the Fund during
the Fund's existence.

     4.2  Trustee  shall  render to Senior  monthly  reports  of  income,  cash,
principal  and  disbursements,  i.e.,  a  listing  of all  journal  transactions
occurring in the account of the Trust on a monthly basis, and a list or schedule
of the assets held.  Trustee shall also make regular asset  evaluations based on
current  fair market  value not less often than  quarterly  giving  values as is
customary according to the nature of the assets held in the Fund.


                                    ARTICLE V
                                POWERS OF TRUSTEE

     5.1 Trustee shall have, except as otherwise restricted by the terms of this
Trust Agreement and the provisions of the Act, full and  unrestricted  power and
authority,  without order of court and without any duty upon any person  dealing
with it to see to the  application of any money or other  property  delivered to
it,  to  hold,  manage,  control,  invest,  reinvest,  sell  (upon  contract  or
otherwise),  exchange, grant, convey, assign, transfer,  deliver, lease, option,
mortgage,  pledge,  borrow  upon the  credit  of,  contract  with  respect to or
otherwise  deal with or  dispose of the  property  of the Trust in the manner in
which men of prudence, discretion and




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intelligence  exercise the  management  of their own  affairs;  not in regard to
speculation,  but in  regard  to  the  permanent  disposition  of  their  funds,
considering  the probable  income as well as the probable safety of their funds,
considering the probable income as well as the probable safety of their capital.
Within the  limitation  of the  foregoing  standard,  Trustee is  authorized  to
acquire and retain every kind of property,  real,  personal and mixed, and every
kind of investment specifically including, but not by way of limitation,  bonds,
debentures, and other corporate obligations, savings accounts in insured savings
and loan  associations,  stocks,  preferred  or common,  securities  of any open
and/or closed  management  company or investment  trust, and  participations  in
common trust funds,  which men of prudence,  discretion and  intelligence  would
acquire  or retain for their own  account.  Notwithstanding  anything  contained
herein to the contrary, Trustee's powers shall not exceed those powers set forth
in Section 497.417(4) of the Act and Florida Statues Section 215.47.

     5.2  Authority  is hereby  reserved  in  Settlor to select an  advisory  or
investment  committee  or  investment  council  to  advise  Trustee  in making a
retention of any investment. Said advisory or investment committee or investment
council,  in advising Trustee to deal with the property of the Trust,  shall use
the  prudent  man's  standard as set forth in Section  5.1 above.  Senior  shall
designate  in  writing  the name of the  advisory  or  investment  committee  or
investment  council  selected  and shall  submit the name to  Trustee,  and such
notice shall be effective  until revoked by Settlor by written notice thereof to
Trustee.

     5.3 Trustee hereby agrees to consult with the advisory committee created by
Senior prior to dealing with the property of the Trust in the manners  permitted
hereunder.   Notwithstanding   the  foregoing,   any  decision   concerning  the
disposition  of the trust property as permitted by the terms of this Trust shall
be made by Trustee, as Trustee determines subject to the provisions of the Act.


                                   ARTICLE VI
                        RESERVATION OF RIGHTS BY SETTLOR


     6.1 Settlor hereby reserves the following powers:

          (a) To request the Trustee to invest in tax-free investments.

          (b) To alter or amend this Trust  Agreement,  either wholly or in part
with the prior written  approval of the Board of Funeral and Cemetery  Services;
provided, however,




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that no such  alteration or amendment shall be contrary to the provisions of the
Act, and the regulations  promulgated  thereunder,  as the provisions of the Act
and regulations exist at the time of such alteration or amendment.

          (c) To amend or modify  this Trust with the  approval  of the Board of
Funeral  and  Cemetery  Services  or  any  other  Florida  state  agency  having
supervisory   authority  of  this  Trust  at  the  time  of  such  amendment  or
modification.

          (d) To amend or modify  this Trust in the event the Act or the statute
requiring  the funds of contracts of the type  contemplated  herein be placed in
trust is ever declared  unconstitutional  by the Florida  Supreme Court,  or any
other court of last  resort,  or in the event the Act or such  statute  shall be
repealed or amended so that such funds are not required to be placed in trust.

          (e) Upon  obtaining  approval  of the Board of  Funeral  and  Cemetery
Services if  required,  to remove  Trustee then serving and appoint any national
bank or state bank having trust powers or any ttuist company operating  pursuant
to Chapter 660, Florida Statutes, to serve as successor trustee.

     6.2 In the event Settlor  desires to remove  Trustee as aforesaid,  Settlor
shall give Trustee  thirty (30) days written  notice  thereof and, at the end of
such  thirty  (30) day period,  or as soon  thereafter  as is possible to do so;
provided such amendment or removal has been approved by the Board of Funeral and
Cemetery Services,  Trustee,  after deducting its reasonable costs, charges arid
expenses,  shall  deliver  all of the  Trust  property  then in its bands to the
successor  trustee,   whereupon  Trustee  shall  be  discharged  upon  obtaining
Settlor's receipt or the receipt of the successor trustee. In such event Trustee
shall have no duty or  liability  to convert the Trust  assets to cash,  but may
deliver the same in kind or in their then existing form. At the time of delivery
of the Trust  property,  Trustee shall prepare a final  accounting in the manner
called for under  Article IV hereof and the  successor  trustee  shall prepare a
similar accounting of the Trust Property received by it.

     6.3 Any amendment of this Trust or removal of Trustee upon receipt of Board
of Funeral and Cemetery  Services  approval shall be by an instrument in writing
executed by Settlor  arid  delivered  to  Trustee;  provided,  however,  that no
amendment which increases or alters the duties and obligations of Trustee may be
made without Trustee's written consent thereto.




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                                   ARTICLE VII
                             RESIGNATION OF TRUSTEE

     Trustee  may resign at any time upon the giving of at least sixty (60) days
written notice to Senior prior to the effective date of such resignation. In the
event of such  resignation,  or if for any other  reason there is not trustee of
this Trust,  Settlor  shall  designate a successor  trustee in writing and, upon
Board of Funeral and Cemetery  Services  approval of such successor  trustee and
the acceptance of the Trust by the successor trustee, Trustee shall transfer all
property of the Trust to the  successor  trustee,  In the event that Settlor has
not designated a successor trustee,  the successor trustee has not been approved
by the Board of Funeral and Cemetery  Services or the successor  trustee has not
accepted the Trust within the sixty (60) day period following  written notice of
resignation  by Trustee,  then Trustee  shall prepare an accounting of the Trust
property  and  transfer  all assets of the Trust into the  registry of the court
and, thereafter, Trustee shall be absolved of any and all further responsibility
with regard to the Trust.


                                  ARTICLE VIII
                                SUCCESSOR TRUSTEE


     8.1 Any successor trustee shall accept the office by written instrument and
shall assume the duties thereof  immediately  upon receipt of the Trust property
from Settlor or from the trustee then serving.  The title to the Trust  property
shall vest forthwith in any successor  trustee  acting  pursuant to the forgoing
provisions  hereof,  and any  resigning  or removed  trustee  shall  execute all
instruments  and do all acts  necessary  to vest  such  title  in any  successor
trustee.

     8.2 A successor trustee shall have no duty to examine the accounts, records
arid acts of any previous trustee, and shall in no way or mariner be responsible
for  any act or  omission  on the  part of any  previous  trustee  or  trustees.
However,  upon a transfer  of the Trust  property,  a  successor  trustee  shall
prepare an accounting of the Trust  property  received by said trustee arid such
accounting  shall be submitted to the  Department  as may be required.

     8.3 Each successor trustee,  including a successor to any corporate trustee
by consolidation,  merger, transfer of Trust business or otherwise,  shall have,
exercise and enjoy





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all the rights, privileges and powers, both discretionary and ministerial, given
to the  original  Trustee,  and shall  incur all of the duties  and  obligations
imposed upon the original Trustee.


                                   ARTICLE IX
                             COMPENSATION OF TRUSTEE


     9.1 Trustee  shall be  entitled to  reasonable  compensation  for  services
rendered  hereunder,  which shall be in accordance  with the schedule of fees as
set forth on Schedule B annexed hereto and made a part hereof.  No fees shall be
increased by Trustee  unless  approved in writing by Settlor,  or unless Trustee
provides ninety (90) days notice of such change to Settlor in writing.

     9.2 The fees and other  expenses of the Fund shall be paid by Trustee  from
the net income of the Fund and shall not be paid from the corpus  subject to the
provisions of Section 3.2 above. To the extent the net income earned on deposits
held by Trustee is  insufficient  for the payment of  expenses,  including  such
compensation as is set forth on Schedule B, Settlor shall reimburse  Trustee for
such expenses within fifteen (15) days of written demand therefor.


                                    ARTICLE X
                                  MISCELLANEOUS


     10.1 Trustee  acknowledges  its  responsibility  for  preparing  and timely
filing Form 1041,  United States Fiduciary  Income Tax Return,  for each taxable
year. Trustee shall furnish Settlor with copies of all such tax returns at least
fifteen (15) days prior to the filing thereof'. Any other tax return required by
any taxing authority, with the exception of Florida Intangible Tax, shall be the
responsibility of Settlor.

     10.2 The  records of Trustee  with  respect to the Trust  shall be open for
inspection by Settlor at all business hours of Trustee.

     10.3 This Trust is  established  and accepted by Trustee  under the laws of
the State of Florida,  arid all questions concerning its validity,  construction
and administration shall be determined under the laws of the State of Florida.





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     10.4 The  principal of the Trust plus any  accumulated  income shall nor be
alienable by Senior,  any  purchaser  or contract  beneficiary  under  contracts
entered  into  for  Service  and  Merchandise  as  contemplated  herein  and the
principal and accumulated  income shall be free from  anticipation,  assignment,
attachment  or pledge,  and free from control by the creditors or spouse (as the
case may be) of Settlor, purchaser or contract beneficiary.

     10.5 This Trust Agreement shall inure to the benefit of and be binding upon
the parties and their respective successors and assigns.


     IN WITNESS WHEREOF, the parties have each caused this Trust Agreement to be
executed by their respective officers lawfully and duly authorized as of the day
and year first above written.



                                  NEPTUNE MANAGEMENT CORP., a
                                  California Corporation

                                  By:  /s/ Emanuel Weintraub
                                       -----------------------------------------
                                       EMANUEL WEINTRAUB

                                  Title:  President


                                  SUNBANK/SOUTH FLORIDA, N.A.


                                  By:  /s/ Michelle Raulerson
                                       -----------------------------------------
                                       MICHELLE RAULERSON

                                  Title:  Vice President and Trust Officer





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