EXHIBIT 10.7


                           INTEREST PURCHASE AGREEMENT


THIS  AGREEMENT  is dated  for  reference  the 31st day of March,  1999  between
Neptune Management Corp., a company  incorporated under the laws of the State of
California (the  "Purchaser")  and the limited partners as described in Schedule
"A" and in Schedule "E" attached to this Agreement (collectively, the "Vendors")
of Neptune-Los Angeles,  Ltd., a limited partnership under the laws of the State
of California ("Neptune LA"), Neptune-Santa Barbara, Ltd., a limited partnership
under the laws of the State of California ("Neptune SB"), Neptune-Miami, Ltd., a
limited  partnership  under the laws of the  State of  Florida  ("Neptune  MI"),
Neptune-St.  Petersburg, Ltd., a limited partnership under the laws of the State
of  California  ("Neptune  SP"),   Neptune-Ft.   Lauderdale,   Ltd.,  a  limited
partnership   under  the  laws  of  the  State  of  Florida   ("Neptune   "FT"),
Neptune-Nassau,  Ltd.,  a  limited  partnership  under  the laws of the State of
California ("Neptune NA"), and Neptune-Westchester,  Ltd., a limited partnership
under the laws of the State of California  ("Neptune  WT") (Neptune LA,  Neptune
SB,  Neptune  MI,  Neptune  SP,  Neptune  FT,  Neptune  NA  and  Neptune  WT are
collectively referred to as the "Partnerships"), Lari Acquisition Company, Inc.,
a company  incorporated  under the laws of the State of California  ("Lari Co.")
and Lari Corp.,  a company  incorporated  under the laws of the State of Florida
("Lari").

WHEREAS:

A.   The  Purchaser  is the  general  partner  and a 50%  owner  of  each of the
     Partnerships;

B.   Each of the Vendors is the registered and beneficial  owner of those number
     limited  partnership  units in one or more of the Partnerships as set forth
     beside  each  of  their  names  in  Schedule   "A"  and  in  Schedule   "E"
     (collectively, the "Interests");

C.   Each  of  the  Partnerships  have  been  established  pursuant  to  limited
     partnership  agreements  (the  "Partnership  Agreements")  which set forth,
     among other things, the manner in which the Interests may be sold, assigned
     or transferred;

D.   The  Purchaser  is being  purchased  by Lari Co. and Lari  pursuant  to two
     purchase agreements dated March 31, 1999 (the "Share Purchase Agreements");
     and

E.   The Vendors have agreed to sell their respective Interests to the Purchaser
     and the Purchaser has agreed to purchase the Interests from the Vendors.

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

1.   PURCHASE AND SALE OF INTERESTS

Each of the Vendors  hereby sells and  transfers to Lari through the  Purchaser,
and Lari through the  Purchaser  hereby  purchases and acquires from each of the
Vendors,  all of each of the  Vendors'  right,  title and interest in and to the
Interests.



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2.   PURCHASE PRICE

The Purchaser hereby agrees to pay to the Vendors  $9,022,626.00  (the "Purchase
Price") for the Interests,

3.   PAYMENT OF PURCHASE PRICE

     3.1  The Purchaser  will pay the Purchase  Price on March 31, 1999, or such
          other date as the parties may agree (the "Closing Date"), as follows:

          (a)  the sum of  $361,874.00  byway of wire  transfer to City National
               Bank,  400 North Roxbury  Drive,  Beverly  Hills,  CA, 90210 (the
               "Escrow Agent"), in trust for the Vendors (the "Escrow Agent");

          (b)  357,025 shares of common stock of Lari (the "Lari Shares") issued
               by Lari to each of the Vendors and delivered to the Escrow Agent,
               in trust for the Vendors; and

          (c)  the  sum of  $6,875,627.00  by way  of an  undivided  36.1875105%
               interest to the Vendors in a  promissory  note  ("Note"),  in the
               form attached as Schedule "B" to this Agreement, delivered to the
               Escrow Agent, in trust for the Vendors.

     3.2  The  Purchase  Price  payable  to  each of the  Vendors  is set out in
          Schedule "A" and Schedule "E" of this Agreement.

4.   ACKNOWLEDGMENT UNDER THE PARTNERSHIP AGREEMENTS

The parties  acknowledge that all conditions required in each of the Partnership
Agreements for the sale, assignment or transfer of the Interests as contemplated
herein,  including, but not limited to, any right of first refusal offerings and
any consents, have been satisfied or hereby waived and that any sale, assignment
or  transfer  of the  Interests  as  contemplated  herein  does not  violate any
provision of any of the Partnership Agreements.

5.   VENDORS' WARRANTIES AND REPRESENTATIONS

     5.1  Each of the Vendors represent,  warrant and covenant on behalf of each
          of  themselves  only and on behalf of no other  partners,  limited  or
          general, to the Purchaser, Lari and Lari Co. as follows:

          (a)  each of the Vendors is the  registered  and  beneficial  owner of
               those number of limited  partnership  units of one or more of the
               Partnerships  as set forth beside each of their names in Schedule
               A and Schedule `E";



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          (b)  all of the Interests are validly issued and  outstanding as fully
               paid and  non-assessable in the limited  partnership units of the
               Partnerships  and are free and clear of all  liens,  charges  and
               encumbrances;

          (c)  the  Purchaser  is not indebted to any of the Vendors and none of
               the Vendors is indebted to the Purchaser;

          (d)  each of the Vendors has good and  sufficient  right and authority
               to enter into this Agreement and to transfer legal and beneficial
               title and ownership of the Interests to the Purchaser;

          (e)  none  of the  Vendors  has  previously  entered  into  a  binding
               agreement  for the sale  of,  or the  granting  of an  option  to
               purchase their respective Interests;

          (f)  none  of  the   Vendors   has  relied  on  any   representations,
               understandings  or other  inducements  not expressly set forth in
               this Agreement;

          (g)  each of the Vendors has been fully advised by  independent  legal
               counsel concerning the terms and effect of this Agreement;

          (h)  each  of the  Vendors  enter  into  this  Agreement  voluntarily,
               without duress or undue influence;

          (i)  each of the Vendors has the legal  capacity,  power and authority
               to hold the Lari  Shares  and the Note to be owned by them on the
               Closing Date (the "Securities");

          (j)  each of the Vendors  acknowledge that Lari Co. and Lari are newly
               formed  companies  which were  formed in part for the  purpose of
               acquiring  the  Interests  and  that  the  Vendors  have not been
               provided  with any  offering  memorandum  or  similar  disclosure
               document,  including  financial  information,  in  respect of the
               current or proposed business activities of Lari Co. and Lari;

          (k)  each of the Vendors is accepting  the  Securities as the Purchase
               Price as set out in subsection 3 only for investment  purposes on
               their  own  account  and not  for  the  purpose  of  selling  the
               Securities in connection with any distribution of the Securities.
               Each of the Vendors  acknowledge  that the Securities are subject
               to resale restrictions and, for this reason, the Securities shall
               display the legend, substantially in the form as follows:

               "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
               REGISTERED  UNDER THE UNITED  STATES  SECURITIES  ACT OF 1933, AS
               AMENDED (THE "SECURITIES  ACT"). THE HOLDER HEREOF, BY PURCHASING
               SUCH


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               SECURITIES,  AGREES FOR THE BENEFIT OF THE CORPORATION  THAT SUCH
               SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A)
               TO THE  CORPORATION,  (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
               WITH RULE 904 OF  REGULATION  S UNDER  THE  SECURITIES  ACT,  (C)
               INSIDE THE UNITED STATES IN  ACCORDANCE  WITH RULE 144A UNDER THE
               SECURITIES  ACT  OR  RULE  144  UNDER  THE  SECURITIES   ACT,  IF
               APPLICABLE, OR (D) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM
               REGISTRATION  UNDER  THE  SECURITIES  ACT  AND  APPLICABLE  STATE
               SECURITIES LAWS, PROVIDED THAT PRIOR TO SUCH SALE THE CORPORATION
               SHALL HAVE RECEIVED AN OPINION OF COUNSEL OF RECOGNIZED STANDING,
               IN FORM AND SUBSTANCE  SATISFACTORY TO IT, AS TO THE AVAILABILITY
               OF AN EXEMPTION."

          (l)  each  of  the  Vendors  acknowledge  that  the  Securities  to be
               received  by them on the  Closing  Date  were not  advertised  in
               printed media of general and regular paid  circulation,  radio or
               television;

          (m)  each of the Vendors is an  "accredited  investor" as such term is
               defined in Rule 501 of Regulation D promulgated by the Securities
               and Exchange  Commission  under the  Securities  Act of 1933,  as
               amended (U.S.); and

          (n)  the Vendors are resident at the  addresses set forth beside their
               names in Schedule "A" and Schedule "E".

     5.2  Each of the Vendors indemnify the Purchaser against any loss or damage
          sustained by the  Purchaser,  directly or  indirectly,  by reason of a
          breach of their respective  warranties or representations (and not the
          warranties and representations of others) set forth in this Section 5.
          Each of the Vendors  acknowledge  that the  Purchaser has entered into
          this Agreement relying on the warranties and representations and other
          terms and conditions of this  Agreement and that no information  which
          is now known or which may  hereafter  become known to the Purchaser or
          its  professional  advisers will limit or extinguish the obligation to
          indemnify hereunder.

     5.3  The respective representations,  warranties,  covenants and agreements
          of the parties  hereto,  which are contained in this  Agreement and in
          any certificates and documents  delivered in connection  herewith will
          be true at and as of the  Closing  Date and will  survive  the Closing
          Date, the purchase and sale contemplated herein and any reorganization
          or amalgamation of any party hereto.



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6.   CONDITIONS OF CLOSING

The  obligation  of the  Purchaser,  Lari Co. and Lari to complete  the sale and
purchase of the Interests is subject to the following  terms and  conditions for
the exclusive  benefit of the  Purchaser,  Lari Co. and Lari, to be fulfilled on
performed  at or prior to the Closing Date or said terms and  conditions  may be
waived by the Purchaser, Lari Co. and Lari at their sole discretion:

          (a)  The  transactions  contemplated in the Share Purchase  Agreements
               have been completed and Lari Co. is the registered and beneficial
               owner of all the issued and outstanding shares of the Purchaser;

          (b)  Each of the Vendors has entered into an escrow  arrangement  with
               the Escrow Agent on terms and conditions  which are  satisfactory
               to the Purchaser, Lari Co. and Lari;

          (c)  Each of the  Vendors has  executed a  Certificate  of  Accredited
               Investor in the form attached as Schedule "C" to this  Agreement;
               and

          (d)  Each of the Vendors listed in Schedule "A" has executed a release
               agreement in the form attached as Schedule "D" to this Agreement.

          (e)  Each of the Vendors  listed in Schedule "F" has executed  release
               agreements attached as Schedule "F" to this Agreement.

7.   MISCELLANEOUS

     7.1  This Agreement  shall be governed by and construed in accordance  with
          the laws of the State of California.  Any dispute arising out of or in
          connection with this Agreement,  including any question  regarding its
          existence,  validity or termination,  shall be referred to and finally
          resolved by  arbitration  under the rules of the American  Arbitration
          Association  which rules are deemed to be  incorporated  by  reference
          into this clause. The number of arbitrators shall be one. The place of
          arbitration shall be Los Angeles. The language of arbitration shall be
          English.  This  provision  is not  intended  to apply to any  award of
          arbitration  costs to a party to compensate  for dilatory or bad faith
          conduct in the arbitration pursuant to this paragraph.  The prevailing
          parties  shall also be entitled to an award of  reasonable  attorneys'
          fees.  Any such  arbitration  shall  permit,  and the  parties  hereto
          expressly reserve their rights to conduct discovery pursuant to and in
          accordance  with the discovery  rules set forth in the California Code
          of Civil Procedure and other applicable state laws, to the same extent
          as if the parties were not agreeing to arbitration.

     7.2  The Vendors will execute and deliver all such  further  documents  and
          instruments  and do all acts and things the  Purchaser  may require to
          carry out the full intent and meaning of this  Agreement and to assure
          the Purchaser the transfer of the Interests.



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     7.3  This  Agreement,  and other written  agreements  associated  herewith,
          constitute  the entire  agreement  and  understanding  of the  parties
          hereto with respect to the subject  matter hereof and  supersedes  all
          prior agreements and understandings of the parties with respect to the
          subject matter hereof.

     7.4  This  agreement  will be binding upon and inure to the benefit of, and
          be enforceable by, the parties hereto and their respective  permitted,
          where   applicable,   successors,   assigns,   heirs,   executors  and
          administrators.

     7.5  The Vendors will not assign their  rights or  obligations  provided by
          this  Agreement  without the prior written  consent of the  Purchaser.
          Prior to payment of the Purchase Price in full, the Purchaser will not
          be entitled  to assign any of its  respective  rights and  obligations
          provided  by this  Agreement  without  prior  written  consent  of the
          Vendors.

     7.6  Any notice or other  communication  required or  permitted to be given
          hereunder shall be in writing and delivered or sent by telefax and, if
          telefaxed,  shall be deemed to have been received on the next business
          day  following  transmittal  and  acknowledgment  of  receipt  by  the
          recipients  telefax machine or if delivered by hand shall be deemed to
          have been received at the time it is delivered.  Notices  addressed to
          an individual shall be validly given if left on the premises indicated
          below.  Notice of change of  address  shall also be  governed  by this
          Subsection 7.6. Notices shall be delivered or addressed as follows:

          If to the Purchaser, Lari Co. and Lari, to:

          2424 North Federal Highway
          Boca Raton, Florida 33431
          Fax:  (561) 367-9763

          If to the Vendors:

          At the addresses set forth in Schedule 'A' and Schedule 'E'.

          With a copy to:

          Keith Zimmet, Esq.
          Lewitt, Hackman, Hoefflin
          Shapiro, Marshall & Harlan
          16633 Ventura Blvd., Eleventh Floor
          Encino, CA 91436-1870
          Fax: (818) 981-4764

          And to:



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          Mark S. Novak, Esq.
          Novak & Bases, LLP
          16633 Ventura Blvd., Suite 1200
          Encino, CA 91436
          Fax: (818) 905-1864

     7.7  In the event that any one or more of the  provisions of this Agreement
          should be  invalid,  illegal  or  unenforceable  in any  respect,  the
          validity,  legality and  enforceability  of the  remaining  provisions
          contained herein will not in any way be affected or impaired thereby

     7.8  Time will be of the essence of this Agreement.

     7.9  The captions and headings of the sections and the  subsections in this
          Agreement have been inserted as a matter of convenience  and reference
          only.

     7.10 Whenever the singular or the masculine are used in this  Agreement the
          same will be deemed  to  include  the  plural or the  feminine  or the
          corporate where the context or the parties so require.

     7.11 This Agreement may be executed in any number of counterparts,  each of
          which will be treated as an original  but all of which,  collectively,
          will  constitute a single  instrument.  This Agreement will be binding
          once signed and delivered and a signature by facsimile, will be deemed
          to be execution and delivery.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first herein above written.

LARI ACQUISITION COMPANY, INC.


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

LARI CORP.


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


NEPTUNE MANAGEMENT CORP.

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



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/s/ Emanuel Weintraub
--------------------------------------
EMANUEL WEINTRAUB as attorney-in-fact
for each of the vendors listed
in Schedule "A" attached hereto



/s/ Marvin Falikoff                         /s/ Stuart M. Solomon
-----------------------------------         -----------------------------------
MARVIN FALIKOFF (an individual)             STUART M. SOLOMON (an individual)



/s/ Mervyn K. Kalman                        /s/ Marcia Deifik
-----------------------------------         -----------------------------------
MERVYN K. KALMAN (an individual)            MARCIA DEIFIK (an individual)