EXHIBIT 10.14


                 AMENDMENT TO THAT CERTAIN PROMISSORY NOTE DATED
         MARCH 31, 1999 IN THE AMOUNT OF $2,000,000.00 EXECUTED BY LARI
           ACQUISITION COMPANY, INC. (THE `PAYOR") IN FAVOR OF EMANUEL
             WEINTRAUB INTER VIVOS TRUST (THE "LENDER") (THE "NOTE")
--------------------------------------------------------------------------------

This Amendment is dated for reference the 1st day of August, 1999.

WHEREAS:

A.   As  presently  structured,  the Payor is obligated to pay to the Lender the
     sum of $55,555.55 per month under the Note;

B.   The  Payor  wishes  to lower its  monthly  payments  under the Note and the
     Lender  has  agreed to  accommodate  the  Payor's  request on the terms and
     conditions of this Amendment; and

C.   The  parties to this  Amendment  have  agreed  that the  Lender  will defer
     $15,555.55  of the present  monthly  payment  under the Note with a balloon
     payment of  $497,777.60,  plus interest as set forth below in Section 2(b),
     all said deferred sums with  interest  thereon,  to be paid by the Payor to
     the Lender on March 31, 2002;

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.   All  capitalized  terms in this Amendment shall have the meaning as defined
     in the Note.

2.   The first  paragraph  of the Note is  amended  such that,  effective  as of
     August 1, 1999, the Payor agrees to pay the Lender, or order, the Principal
     Sum, until fully paid, as follows:

     a.   $40,000 per month,  payable on the last day of the month commencing on
          August 31, 1999 and continuing  through and including  March 31, 2002;
          and

     b    $15,555.55 per month for 32 months payable on March 31, 2002, together
          with interest at the rate of 9% per annum, calculated as simple annual
          interest,  to accrue  monthly from and after  August 31,  1999,  until
          fully paid, on any unpaid sum of such amount.

3.   Except as otherwise  expressly  modified  herein,  the Note remains in full
     force and effect.

4.   As of the date of execution of this Amendment, the Payor represents that it
     is not aware of arty facts  giving rise to any set-off  rights  against the
     Lender.



<PAGE>


5.   It is expressly  acknowledged  that the Note,  as amended,  continues to be
     subject 10 that security interest granted pursuant to that certain security
     agreement  between the Payor,  the Lender and other parties dated March 31,
     1999.

6.   All dollar  amounts  referred in this Amendment are stated in United States
     of America currency.

7.   This Amendment 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  Amendment  shall be effectual  and valid proof of
     execution and delivery.


IN WITNESS  WHEREOF the parties  hereto have duly executed this  Amendment as of
the day and year first above written.

LARI ACQUISITION COMPANY, INC.

Per: /s/ Illegible
     ----------------------------------
     Authorized Signatory


EMANUEL WEINTRAUB INTER VIVOS TRUST


Per: /s/ Emanuel Weintraub
     ----------------------------------
     Emanuel Weintraub, Trustee


The undersigned  hereby  acknowledges  that it approves this Amendment and it is
expressly  acknowledged by the  undersigned  that this Amendment does not change
any of its  obligations  pursuant  to  that  certain  guaranty  executed  by the
undersigned in favor of the Lender and dated March 31, 1999.


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


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