EXHIBIT 10.35

                       THIRD DEBT RESTRUCTURING AGREEMENT

     This Agreement is entered into as of August 6, 2001 by and between  Neptune
Society of America,  Inc.  (formerly known as Lari  Acquisition  Company,  Inc.)
("Neptune  America"),  The Neptune Society,  Inc. (formerly known as Lari Corp.)
("Neptune"),  Emanuel  Weintraub  ("Weintraub")  and the Emanuel Weintraub Inter
Vivos Trust (the "Weintraub Trust"):


WHEREAS:

1.   Neptune America has certain  existing  obligations  under a promissory note
     issued  pursuant  to a credit  sale in the  original  principal  amount  of
     $19,000,000  dated March 31, 1999 and amended by an agreement  dated August
     1, 1999  executed  by Neptune  America,  the  Weintraub  Trust,  Weintraub,
     Stanley Zicklin,  Leo Robert Dennis and Neptune and again amended by a Debt
     Restructuring  Agreement  dated  as of July  14,  2000  and a  Second  Debt
     Restructuring  Agreement  dated  as of June  19,  2001  (the  "Second  Debt
     Restructuring Agreement"),  each executed by Neptune America, the Weintraub
     Trust, Weintraub and Neptune (the "$19 Million Note");

2.   Neptune,  Neptune America and the Weintraub Trust entered into an amendment
     to amended the $19 Million Note on June 19, 2001 (the "Third Amendment");

3.   The $19  Million  Note is secured by a security  agreement  dated March 31,
     1999  between  those  parties  listed  on the  attached  Schedule  "A" (the
     "Lenders"),  Neptune America,  Neptune Management Corp.  ("Neptune Corp."),
     Neptune Pre-Need Plan, Inc. ("Neptune Pre-Need") and Heritage Alternatives,
     Inc.  ("Heritage") as amended by the Debt Restructuring  Agreement dated as
     of July 14, 2000 (the "Security Agreement");

4.   The $19 Million Note was issued by Neptune America, inter alia, pursuant to
     a Share Purchase  Agreement dated March 26, 1999 between  Neptune  America,
     the Weintraub Trust, Weintraub,  Neptune Corp., Neptune Pre-Need,  Heritage
     and Neptune (the "Share Purchase Agreement");

5.   On August 1, 2001 and  pursuant  to a letter  of equal  date  delivered  by
     counsel for  Weintraub and the Weintraub  Trust (the  "Weintraub  Letter"),
     Neptune and Neptune  America  made a cash payment in the amount of $523,622
     to the Weintraub Trust, consisting of $500,000 toward the principal payment
     under the $19 Million  Note and accrued  interest in the amount of $23,622,
     and  agreed to the  terms and  conditions  set forth in this  Agreement  as
     consideration for restructuring  Neptune America's obligation under the $19
     Million Note, as amended;

6.   Neptune and Neptune America also paid the Weintraub Trust $15,000 on August
     2 1, 2001 and agreed to issue to Weintraub's designees the aggregate amount
     of 10,000

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     shares of Neptune Common Stock on or before August 7, 2001 as consideration
     for  extending  the  time  in  which  the  conditions  to the  Second  Debt
     Restructuring  Agreement  and the $19 Million  Note,  as  amended,  must be
     satisfied, to August 7, 2001;

7.   The remaining  obligation due under the $19 Million Note, as amended by the
     Third  Amendment,  is a principal  payment in the amount of  $4,224,398.60,
     $1,862,199.30  of which is  payable  to the  Weintraub  Trust on or  before
     August 7, 2001 under the terms of the  Weintraub  Letter and the balance of
     which is payable on January 1 2, 2002;

8.   Weintraub is a beneficiary of the Weintraub Trust;

9.   Neptune America wishes to restructure its obligations under the $19 Million
     Note and the Weintraub Trust has agreed to same;

10.  Neptune America,  Neptune and the Weintraub Trust are concurrently entering
     into an amendment  of the $19 Million  Note (the "Fourth Note  Amendment");
     and

11.  Neptune America,  Neptune,  their affiliates and subsidiaries (the "Neptune
     Entities")  have agreed to provide certain  consideration  to Weintraub and
     the  Weintraub  Trust in exchange  for their  agreement  to modify  Neptune
     America's obligations to them. It is acknowledged and agreed by the parties
     that the execution of this  Agreement by Neptune  America and Neptune shall
     bind the Neptune Entities to any obligations hereunder.

     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  America agrees to reimburse  Weintraub and the Weintraub Trust for
     all reasonable fees and out-of-pocket  costs incurred by them in connection
     with and related to the negotiation and documentation of this Agreement and
     any  ancillary  agreements  and  instruments.  Neptune  America  agrees and
     acknowledges  that Weintraub and the Weintraub  Trust shall  determine,  in
     their sole  discretion,  whether  such fees and costs are  reasonable,  and
     Weintraub and the Weintraub Trust agree to exercise such discretion in good
     faith.  Neptune  America  shall  deposit  in  advance  and  in  trust  with
     Weintraub's attorneys,  Stein & Flugge, LLP, such sums as Weintraub and the
     Weintraub Trust  reasonably  believe  necessary to pay such reasonable fees
     and costs (the "Advanced  Costs") and Stein & Flugge,  LLP is authorized to
     pay such  reasonable fees and  out-of-pocket  costs upon  instruction  from
     Weintraub and the Weintraub  Trust.  Neptune shall pay any reasonable  fees
     and costs not  covered by the  Advanced  Costs not later than 10 days after
     delivery  by  Weintraub,  the  Weintraub  Trust or their  attorneys  of the
     invoice reflecting the incurrence of such fees and costs. The obligation to
     reimburse these fees and costs


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     shall be deemed to be a secured  obligation  under the Security  Agreement,
     and the  failure  to pay such  fees and  costs  in a  timely  manner  shall
     constitute a default under the Security Agreement.

2.   Weintraub and the Weintraub  Trust  acknowledge  that Neptune  America paid
     $500,000 toward the principal  balance and $23,622 in accrued  interest due
     under the $19 Million Note on August 1, 2001.

3.   Weintraub and the Weintraub Trust acknowledge that Neptune America paid the
     Weintraub  Trust  $15,000  on August 1, 2001 as partial  consideration  for
     extending  the  obligations  under the $19 Million Note and the Second Debt
     Restructuring Agreement until August 7, 2001.

4.   In addition to the balance of the  payments  due under the $19 Million Note
     and the Second Debt Restructuring Agreement,  Neptune America agrees to (i)
     to  issue to  Weintraub's  nominees,  on or  before  August  7,  2001,  the
     aggregate  amount of 10,000 shares of Neptune Common Stock (the  "Extension
     Shares");  (ii) to issue to Weintraub's  nominees,  on or before August 15,
     2001,  the aggregate  amount of 15,000 shares of Neptune  Common Stock (the
     "Consideration Shares"); and (iii) to pay the Weintraub Trust, on or before
     January 2, 2002, an additional cash payment of $35,000.

     Weintraub  will  cause his  nominees  to  acknowledge  and  agree  that the
     Extension Shares and the Consideration Shares have not been and will not be
     registered under the Securities Act of 1933, as amended (the "Act"), or the
     securities laws of any state, and are being issued to Weintraub's  nominees
     in reliance  upon an  exemption  from such  registration  requirements.  In
     connection  therewith,  Weintraub  will cause his nominees to represent and
     warrant to Neptune and  Neptune  America as set forth on Schedule B hereto,
     prior to the delivery of the Extension Shares and the Consideration Shares.

     In the event that, on or before  January 2, 2002,  Neptune  and/or  Neptune
     America  enters  into a written  agreement  involving  the  acquisition  of
     Neptune  and /or  Neptune  America,  whether by  merger,  sale of assets or
     consolidation, Neptune will use reasonable efforts to provide the Weintraub
     Trust,  at the Weintraub  Trust's sole option and in the Weintraub  Trust's
     sole discretion, an election to convert all or any portion of the remaining
     principal  amount due under the $19 Million Note into common  shares of the
     acquirer.  Such  conversion,  if any, shall be made at the closing price of
     the  acquirer's  common  shares on the day prior to the date of the  public
     announcement  of such  proposed  acquisition,  and, at the  election of the
     Weintraub  Trust,  may be made effective as of the day prior to the closing
     date of such acquisition.

5.   This  Agreement and the Fourth Note  Amendment  shall not become  effective
     until and are  expressly  conditioned  upon the  occurrence  of each of the
     following on or


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     before  August 7, 2001:  (i) the  payment of  $1,500,000  to the  Weintraub
     Trust;  and  (ii) the  delivery  of the  Extension  Shares  to  Weintraub's
     nominees (in care of Weintraub);  and (iii) the delivery to Weintraub of an
     agreement  executed by CapEx, in a form acceptable to Weintraub's  counsel,
     acknowledging  and agreeing  that the  obligation  to the  Weintraub  Trust
     remains in a first secured position.

6.   After Neptune makes the payment of $1,500,000 to the Weintraub  Trust on or
     before August 7, 2001, the remaining balance due under the $19 Million Note
     may not be  pre-paid  by Neptune  prior to January 2 1, 2002,  without  the
     expressed written consent of the Weintraub Trust.

7.   Neptune and Neptune America,  as a material inducement to Weintraub and the
     Weintraub Trust to enter into this Agreement, acknowledge and agree that as
     of the date of this Agreement  Neptune and Neptune America are not entitled
     to set-off any amounts owing to Weintraub or the Weintraub Trust,  pursuant
     to the Share Purchase  Agreement by reason of any claims against Weintraub,
     the  Weintraub  Trust  or  their  respective  assigns,  successors,  heirs,
     brokers, attorneys, accountants or agents, including specifically,  without
     limitation, any alleged right of set-off by reason of the settlement of the
     Leneda  litigation  whch may be concluded  pursuant to the  mediation  held
     before the Hon. Richard Harris (Ret.) on August 3, 2001 whether or not that
     settlement is concluded prior to or after the date of this Agreement.

8.   Time  shall  be of the  essence  with  respect  to the  performance  of all
     obligations under this Agreement.

9.   Each of the parties hereto agrees promptly to do, make, execute, deliver or
     cause to be done, made, executed or delivered at their own expense all such
     further acts, documents and things as the other party hereto may reasonably
     require for the purpose of giving effect to this Agreement.

10.  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.  This Agreement  shall not be effective  unless and
     until it is signed by each of the parties hereto.

11.  Except as expressly herein amended,  this Agreement does not modify,  amend
     or  supersede  any of the existing  obligations  between  Neptune,  Neptune
     America, Weintraub and the Weintraub Trust.

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


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NEPTUNE SOCIETY OF AMERICA, INC.


Per: [Illegible]
     ------------------------------
         Authorized Signatory



THE NEPTUNE SOCIETY, INC.


Per: [Illegible]
     ------------------------------
         Authorized Signatory


EMANUEL WEINTRAUB INTER VIVOS TRUST


Per: [Illegible]
     ------------------------------
         Emanuel Weintraub, Trustee


[Illegible]
-----------------------------------
EMANUEL WEINTRAUB


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                         Representations and Warranties


     The  undersigned  (collectively,  the  "Purchaser")  in connection with the
acquisition of the  Consideration  Shares pursuant to the Agreement  hereby make
the following representations and warranties to Neptune (the "Company"):

     1.  The  Purchaser  represents  and  warrants  that  he,  she,  or it is an
"accredited  investor"  as such term is defined in Rule 501(a) of  Regulation  D
promulgated under the Act.

     2. The  Purchaser  represents  and warrants that he, she or it is acquiring
the  Consideration  Shares solely for Purchaser's own account for investment and
not with a view to or for sale or distribution of such securities or any portion
thereof  and  without any  present  intention  of  selling,  offering to sell or
otherwise disposing of or distributing such securities or any portion thereof in
any  transaction  other  than a  transaction  complying  with  the  registration
requirements of the Act, and applicable  state securities or "blue sky" laws, or
pursuant to an exemption  therefrom.  Purchaser also  represents that the entire
legal and beneficial interest of the Consideration Shares is being acquired for,
and will be held for, Purchaser's account only, and neither in whole nor in part
for any other person or entity.

     3. The  Purchaser  acknowledges  that he, she or it has  received  all such
information as Purchaser  deems  necessary and appropriate to enable him, her or
it to  evaluate  the  financial  risk  inherent in making an  investment  in the
Consideration Shares. Purchaser further acknowledges that Purchaser has received
satisfactory  and complete  information  concerning  the business and  financial
condition of the Company in response to all inquiries in respect thereof.

     4. The Purchaser  alone, or with the assistance of  professional  advisors,
has such  knowledge and  experience  in financial and business  matters that the
undersigned  is  capable  of  evaluating  the  merits  and risks of  Purchaser's
acquisition  of the  Consideration  Shares,  or has a  pre-existing  personal or
business  relationship  with the Company or any of its officers,  directors,  or
controlling  persons of a duration and nature that enables the undersigned to be
aware of the  character,  business  acumen and general  business  and  financial
circumstances of the Company or such other person.

     5. The  Purchaser  acknowledges  that the Company has hereby  disclosed  to
Purchaser in writing:

     (a)  The  Consideration  Shares have not been registered  under the Act, or
          the  securities  laws of any  state  of the  United  States,  and such
          securities  must be held  indefinitely  unless a  transfer  of them is
          subsequently  registered  under  the  Act or an  exemption  from  such
          registration is available; and

     (b)  The Company will make a notation in its records of the above-described
          restrictions on transfer and of the legend described below.

     "THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER UNITED
STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE
SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION,  WITHOUT REGISTRATION
OF  SUCH  SECURITIES  UNDER  ALL  APPLICABLE  UNITED  STATES  FEDERAL  OR  STATE
SECURITIES  LAWS OR COMPLIANCE  WITH AN  APPLICABLE  EXEMPTION  THEREFROM,  SUCH
COMPLIANCE,  AT THE OPTION OF THE CORPORATION,  TO BE EVIDENCED BY AN OPINION OF
SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION,  THAT NO



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VIOLATION  OF SUCH  REGISTRATION  PROVISIONS  WOULD  RESULT  FROM  ANY  PROPOSED
TRANSFER OR ASSIGNMENT."




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