EXHIBIT 10.62




                              ASSET SALE AGREEMENT


     ASSET SALE AGREEMENT  ("Agreement"),  dated this _____ day of  ___________,
2004, by and between Neptune Management  Corporation  (hereinafter the "Seller")
and  Brooks  Funeral  Care and  Robert  Brooks,  (hereinafter  collectively  the
"Buyer"). WITNESSETH:

     WHEREAS,  Seller has rights to sell  certain  business  and  certain of its
business  assets,  which conduct business under the name and at the address that
follows: Neptune Society of Iowa, 102 NE Trilein Drive, Ankeny, IA 50021 and 128
SE Shurfine Dr., Ankeny, Iowa 50021

     The business named above is herein sometimes  referred to in this Agreement
as the "Business"; and

     WHEREAS, the parties desire to provide for the sale and transfer of certain
assets of the Business,  including  certain of the personal property located at,
used exclusively in connection  with, or arising out of such Business,  together
with certain  leased real estate  utilized in the  Business,  and  including the
assumption  of certain  obligations  of the  Business,  in exchange for cash and
other  consideration,  upon the terms and subject to the  conditions  herein set
forth; and

     WHEREAS,  this  Agreement  sets forth the terms and conditions to which the
parties have agreed.

     NOW,  THEREFORE,  in  consideration  of  these  premises,  and  the  mutual
covenants,  agreements,  representations  and warranties herein made, and of the
mutual benefits to be derived hereby, the parties, intending to be legally bound
hereby, agree as follows:

                                    ARTICLE I
                                Purchase and Sale
                                -----------------

     Section  1.1.  Sale and  Transfer  of  Assets.  Subject  to the  terms  and
conditions of this



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Agreement,  Seller does hereby  agree to sell,  transfer,  convey and deliver to
Buyer,  and Buyer does hereby agree to purchase  and accept from Seller,  at the
Closing,  the  following  property and rights  located at, used  exclusively  in
connection with or arising out of the operation of the Business:

     (a) The leased property used in connection  with the crematorium  aspect of
the  Business  located  at  128  SE  Shurfine  Dr.,  Ankeny,   Iowa  50021  (the
"Crematorium"),  but shall not include the leased  property  utilized for office
purposes located at 102 NE Trilein Drive,  Ankeny, Iowa (the "Office Property").
Seller assumes  responsibility  for providing Buyer,  prior to Closing,  written
landlord approval for the assignment of the lease of the Crematorium.;

     (b) The  equipment,  and other tangible  personal  property owned by Seller
located at the  Crematorium  and the Office  Property  and used by the  Business
exclusively in the operation thereof;

     (c) To the extent  available to Seller,  all computer,  electronic and HMIS
system  hardware of the  Business,  exclusive  of any rights to  proprietary  or
licensed computer software, operating systems or intellectual property rights;

     (d) All  preneed  merchandise  and/or  service  agreements,  contracts  and
rights, together with the full value of all entitlements and accounts receivable
arising from and related  thereto,  including  all  contracts,  notes,  accounts
receivable and insurance payments arising from or related thereto, and any other
contracts,  leases,  rental  agreements,  tenancies,  licenses,  engagements and
commitments  entered into by and related to the operation of the Business,  plus
or minus any changes in said  entitlements  and  receivables  which  result from
sales  and  deliveries  made in the  ordinary  course  of the  operation  of the
Business subsequent to the effective date hereof or of such schedules, and until
the Closing;



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     (e) All rights,  title and interest of Seller and/or the Business in and to
any bank,  trust or other funds or accounts,  together with income thereon,  and
insurance contracts, relating to and arising from preneed agreements for funeral
merchandise  and/or  services as to which the  Business is the  provider of such
services  and/or  merchandise,   and  related  payments,   benefits  claims,  or
assignments,  as well as the proceeds of insurance policies or similar contracts
related thereto;

     (f) Any  transferable  permits of Seller  necessary in connection  with the
operation of the Business;

     (g) The goodwill and  intangible  assets  associated  with, and all rights,
title and interest in and the right to use the trade name  Cremation  Society of
Iowa.

     All  property  to be sold by  Seller  to  Buyer  described  above  shall be
hereinafter collectively referred to as the "Assets."

     Section 1.2. Excluded Assets. Seller shall not transfer,  convey, or assign
to Buyer the following assets: (a) cash and cash equivalents,  (b) accounting or
administrative  systems,  that  are  used  in the  Business,  including  related
computer  software and information  and similar rights,  (c) accounts or payment
receivables of Neptune or its affiliates,  or those related to tax refunds,  (d)
general ledgers and related books and records, (e) any accounts/receivables owed
to the Business by Neptune or its  affiliates;,  and (f) all other assets of the
Seller which are not used  exclusively or primarily in the ownership,  operation
or  maintenance  of the  Business  including  training,  promotional  materials,
procedure and policy manuals or other intellectual property rights (together the
"Excluded  Assets").  The Closing Date shall be on or before April 15, 2004,  or
such other date as agreed in writing by the parties.

     Section 1.3. Covenant not to Compete.  As material  consideration for Buyer
entering



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into this Agreement, Seller and its principals, successors and assigns agree not
to compete in the sale of funeral  goods or  services in the State of Iowa for a
period of ten (10)  years from the date of  closing  on this  matter.  Buyer and
Seller  agree the  geographic  limitation  and time  period are  reasonable  and
rationally  based upon the estimated time period for satisfying the  obligations
under the preneed  contracts  being  assumed by Buyer.  The  parties  agree such
competition  during the time period in which Buyer may be  obligated  to provide
the services  provided for in the preneed  contracts would be a violation of the
spirit and intent of this  Agreement  and would  cause Buyer  irreparable  harm.
Should Seller violate the terms of this covenant, Seller specifically authorizes
Buyer to proceed in law or in equity for an ex parte order immediately enjoining
any actions in violation of this covenant. .

     Section 1.4.  Consideration for Assets Payable at the Closing. On the terms
and subject to the conditions of this Agreement, Buyer, in consideration for the
transfer and delivery to it of the Assets as herein provided,  will, in addition
to the assumption of liabilities set forth in Section 1.4. below, but subject to
appropriate pro-rations and offsets as set forth in the Agreement, pay to Seller
the sum of $180,000.00  ("Purchase  Price").  Upon execution of this  Agreement,
Buyer agrees to place $20,000.00  ("Earnest  Money") in an non-interest  bearing
trust account  maintained by Buyer's  attorney:  Patrick T. Burk of the Bradshaw
Law Firm, 801 Grand Avenue,  Suite 3700, Des Moines,  Iowa 50309. The balance of
$160,000.00 cash shall be due and payable to Seller at the Closing.  Funds to be
delivered  by bank  wire  transfer  to Seller at such  account  as Seller  shall
designate to Buyer.  The Earnest Money, as such amount may be adjusted  pursuant
to the accountings,  pro-rations and offsets set forth in this Agreement,  shall
be paid to Seller  upon final  accounting  of the preneed  contracts  and Trusts
accounts (including associated inventories) as set forth in this Agreement,  but
no later than six months from the date of Closing.



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<PAGE>


The  parties  agree  that time is of the  essence  for the  consummation  of the
transactions contemplated hereby.

     Section 1.5. Assumption of Liabilities.  From and after the Closing,  Buyer
will assume and agree to perform the following  liabilities  and  obligations of
Seller relating to the Business:

     (a) The  liabilities  and  obligations  of  Seller/the  Business  under and
pursuant  to the  terms and  conditions  of any  preneed  cemetery  or  funeral,
merchandise,  properties  and/or services  agreements,  contracts or commitments
("Preneed  Agreements"),   whether  insurance  funded  or  trust  funded,  which
agreements  and any  similar  items are  performable  by the  Business,  preneed
merchandise  and service trusts and trust  agreements  relating to the Business,
and those Preneed  Agreements  entered into in the ordinary  course of operating
the Business pending the Closing.

     (b) The current and future  obligations  of the Business under and pursuant
to  the  terms  and  conditions  of  any  other  contracts,  rental  agreements,
tenancies, licenses, engagements or commitments of the Business.

     Section 1.6.  Exclusions  from  Assumptions of  Liabilities.  The following
obligations  are not assumed  liabilities  hereunder  and shall  remain the full
responsibility of Seller:

     (a) Any  obligations  of Neptune  Management  Corporation or its affiliates
(including  those  incurred  under the trade name  Cremation  Society of Iowa or
reasonable  variations)  for borrowed  money and income taxes;  any contracts or
obligations of the Business  including  without  limitation  merchandise  supply
agreements,  master vehicle leases,  vehicle leases;  any litigation against the
Business;  any  liabilities  or obligations  related to the retained  assets and
obligations under Neptune "employee benefit plan".

     (b) the lease of the Office Property.



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     (c) any employment contracts associated with the Business: Seller agrees to
properly terminate any employment agreements and associated liabilities prior to
the Closing Date. Any  liabilities or  obligations  relating to such  employment
contracts shall remain the sole and absolute obligation of Seller. Seller agrees
to fully indemnify and hold Buyer harmless from any and all damages  whatsoever,
including  reasonable  attorney  fees,  associated  with  the  full  and  proper
termination of such employment contracts and any affiliated obligations.

     (d) Any  obligations or liabilities not fully disclosed in writing to Buyer
prior to the Closing Date.

     Section 1.7. Closing Costs; Transaction Taxes.

     At Closing,  in addition to the Purchase  Price to Seller in cash delivered
via wire transfer, Buyer shall pay to the Seller or assume the liability for all
sales  taxes  that  arise as a result of the  transaction  provided  for in this
Agreement  and as a result  of  business  conducted  by the  Business  after the
Closing Date.

     Except as provided herein,  there is no implied provision regarding closing
prorations.

     Section 1.8  Effective  Time.  The  Effective  Time of the  transfer of the
Assets shall be 11:59 p.m. on the Closing Date.


                                   ARTICLE II
                                     Closing

     Section  2.1.  Closing.  Time  is of the  essence  to the  closing  of this
transaction.  The closing of the transaction provided for in this Agreement (the
"Closing") shall take place at the parties'  election,  either at the offices of
Seller's Counsel, Handley, Block, Lamberti & Moore, 910 East First Street, Suite
210,  Ankeny,  Iowa,  50021-2059  or by  telephone  conference  and  exchange of
documents via facsimile  transmission followed by overnight delivery of original
documents, on that ,business day set forth on the Closing Notice to be delivered
by Seller to



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<PAGE>

Buyer (the  "Closing  Date"),  or at such other  location,  time and date as the
parties  shall  mutually  agree in  writing.  In the  event of any  postponement
thereof, all references in this Agreement to the Closing Date shall be deemed to
refer to the time and to the date to which the  Closing  Date shall have been so
postponed as herein provided;

     Section 2.2. Instruments of Conveyance and Transfer. At the Closing, Seller
shall deliver to Buyer such special warranty deeds, bills of sale, endorsements,
assignments  and other good and sufficient  instruments of transfer,  conveyance
and assignment,  in form reasonably  satisfactory to Buyer, to convey such title
as shall be legally  sufficient for the use of the Assets of and in the Business
as presently  conducted,  free and clear of liens,  except  disclosed  permitted
encumbrances.  Both  Seller  and Buyer  shall  execute  and  deliver  such other
documents  and pay such  expenses as called for by this  Agreement  or which are
necessary to close the transaction provided for herein.

                                   ARTICLE III

                    Representations and Warranties by Seller

     Seller hereby represents and warrants to Buyer as follows:

     Section 3.1. Organization; Standing; Authorization; Capacity. (a) Seller is
a corporation  duly organized,  validly  existing and in good standing under the
laws of the State of Iowa,  with all requisite  corporate power and authority to
conduct its business as it is now being conducted.  The execution,  delivery and
performance  of  this  Agreement  by  Seller  have  been  duly  and  effectively
authorized by Seller, and no further action or other authorization or consent is
required.  This  Agreement has been duly  executed and delivered by Seller,  and
constitutes  the valid and binding  obligation  of Seller,  enforceable  against
Seller  in  accordance  with  its  terms.

     (b) The closing of the transaction  contemplated by this Agreement will not
result in a breach, violation, acceleration or default by Seller of or under any
judgment, decree, mortgage,



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agreement,  indenture or other  instrument  or  agreement,  rule,  regulation or
statute applicable to Seller or to which Seller is a party or by which Seller is
bound.

     Section 3.2. Trusts.

     (a)  Attached  hereto as Schedule 1 is a complete  list,  as of the date of
this Agreement, of all Preneed Merchandise and Service Trusts and Endowment Care
Trusts relating to the Business or the assumed preneed contracts (the "Trusts").
Considering  the  Merchandise and Service Trusts of the Business on an aggregate
basis,  the total amount of all funds  deposited in the  merchandise and service
trusts will,  as of the Closing Date,  equal or exceed in all material  respects
the amount to be deposited in such trusts under  applicable  laws,  regulations,
rules,  judgments,  orders or decrees of  governmental  entities,  if any.  With
respect to the Trusts of the  Business,  the deposits  required by, and only the
withdrawals permitted by applicable law have been made.

     (b) Consistent  with the ordinary  course of business,  Seller shall, as to
each Trust, hold for deposit funds for newly sold preneed contracts or collected
receivables relating to preneed contracts required to be deposited by applicable
Law and shall  make,  or be entitled to receive  from  Buyer,  withdrawals  from
merchandise  and service trusts as preneed  contracts are serviced,  canceled or
otherwise  terminated  prior  to  Closing.  As of  the  Closing  Date,  or  such
reasonable time thereafter as may be reasonably required,  Seller and Buyer will
determine if the Trusts are overfunded or underfunded  and the amount will be an
adjustment  to the  Purchase  Price or the amount of the  Earnest  Money paid to
Seller following Closing.

     Section 3.3. Title to Assets.  Seller has good and marketable  title to all
of the  Assets,  subject  to no  mortgage,  lien,  security  interest,  material
restriction,  or to any other  encumbrances.  At Closing,  Seller will convey to
Buyer title to the Assets relating to the Business, free and clear



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<PAGE>

of  all  liens  or  claims,   except  for  permitted   encumbrances   and  other
imperfections  of  title  or   encumbrances,   if  any,  that  would  not  have,
individually or in the aggregate, a material adverse effect. Any leases pursuant
to which the Business, as lessee, leases personal or real property (which leases
are  included in the  Assets) are in good  standing,  valid and  enforceable  in
accordance with their respective terms.  Seller has not entered into any leases,
licenses, easements or other agreements, recorded or unrecorded, granting rights
to third  parties in any real or  personal  property  of Seller  included in the
Assets,  and no person or entity has any right to possession or occupancy of any
of the Assets.

     Section 3.4.  Descriptions  of Properties,  Assets,  Contracts and Employee
Data.  The  information  contained in or on each  Schedule to this  Agreement is
accurate as of the date of this Agreement,  unless otherwise  indicated thereon,
and includes  those items located at the real property and used  exclusively  in
connection with the Business. :

     (a)  Equipment,  Vehicles,  Machinery,  Furniture,  Etc. - Schedule  2. All
vehicles, major items of equipment,  machinery,  furniture and fixtures,  books,
records, and other tangible personal property, included in the Assets;

     (b)  Merchandise and Inventory.  The merchandise and inventory  included in
the Assets;

     (c) Contracts.  All contracts,  agreements and  commitments of Seller to be
assumed by Buyer, including without limitation or exclusion,  service contracts,
lease agreements covering the items described therein, contracts for funeral and
cemetery  merchandise  or  services,  assigned  to and  assumed by Buyer will be
identified and are located at the Business;

     (d) Employees - Schedule 3. A list of the name, job description and current
monthly  salary or hourly  salary rate,  commission  or  incentive  compensation
agreement for each employee



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<PAGE>


of the Business is attached;  however,  as set forth in Section 1.6 (c),  Seller
agrees all  employment  contracts  will be  appropriately  terminated  as of the
Closing Date, with no obligation of Buyer to assume such employment contracts or
any liability associated with any contracts of employment;

     (e) Preneed Contracts.  All preneed contracts unfulfilled as of a specified
date providing for the delivery of cemetery  merchandise and/or services will be
provided prior to Closing;

     (f) Trust Funds/Accounts - Schedule 1. A current list and identification of
each trust account relating to the Business, indicating the location of each and
the amount  held in trust;  copies of all trust  agreements;  copies of the most
recent bank  statement or other  periodic  report of the trustee for each trust;
copies of the most recent audit or other report  furnished to or prepared by the
state regulatory agency which oversees such trusts; and

     (g) Accounts Receivable. All accounts receivable related to the outstanding
installment  payments on preneed  contracts of the  Business,  as of the Closing
Date.

     Section  3.5.  Litigation.  No action  or  proceeding  before  any court or
governmental body is pending,  or to Seller's knowledge,  threatened,  involving
the Business  wherein a judgment,  decree or order would have a material adverse
effect if decided  adversely on the Assets or the Business taken as a whole,  or
which would  prevent the carrying out of this  Agreement,  declare  unlawful the
transactions  contemplated  by this  Agreement,  cause such  transactions  to be
rescinded, or require Buyer to divest itself of the Assets or the Business.

     Section 3.6. Court Orders and Decrees. There is neither outstanding, nor to
the knowledge of Seller,  threatened,  any order, writ,  injunction or decree of
any court,  governmental  agency or arbitration  tribunal against,  affecting or
relating to the Assets or the Business or this transaction.



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     Section 3.7.  Trade  Names.  Seller has the legal right to use and transfer
those  trade  names  specified  in section  1.1.(g) of this  agreement  and used
exclusively in connection with the operation of the Business, for use within the
trade areas in which such names are utilized in the Business.

     Section 3.8.  Preneed and Trust Accounts.  In the aggregate with respect to
the  Business,   all  funds  received  by  Seller  in  connection  with  preneed
agreements, have been deposited on a timely basis in appropriate accounts to the
extent required by applicable  laws and  regulations and have been  administered
and reported in accordance  with the terms of agreements with the purchasers and
as required by applicable laws and regulations.

     Section  3.9.  Permits  for  Operation  of the  Business.  As  part of this
transaction,  Seller will transfer to Buyer, all licenses, permits, certificates
of occupancy and authorizations  under applicable laws,  regulations,  rules and
ordinances  as are  necessary to the  ownership and operation of the Business as
the same has previously been owned and operated, to the extent transferable.

     Section  3.10.   Environmental   Matters.  The  Business  is  operated,  in
substantial   compliance  with  all  applicable   federal,   state,   and  local
environmental  statutes  and  regulations  applicable  to the  Business,  and to
Seller's knowledge,  and there is no existing legal or regulatory action, notice
or  requirement  pending or  threatened  against  the  Business  relating to any
"hazardous  substance",  as that term is  defined in the  Federal  Comprehensive
Environmental  Response,   Compensation  and  Liability  Act,  no  petroleum  or
petroleum products have been leaked,  spilled,  deposited or otherwise released,
on the leased Property.

     Section 3.11 No Other  Representations  or Warranties.  Except as expressly
stated in this Agreement, Seller makes no other representations or warranties of
any kind whatsoever.



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<PAGE>


                                   ARTICLE IV
                     Representations and Warranties of Buyer


     Buyer hereby represents and warrants to Seller as follows:

     Section 4.1. Authority and Capacity.

     Buyer is a limited liability  company duly organized,  validly existing and
in good standing under the laws of the State of its domestication and formation,
with all requisite  entity and regulatory power and authority to own and conduct
the Business in every  jurisdiction  it is now being  conducted.  The execution,
delivery and  performance of this  Agreement by Buyer have been duly  authorized
and  consented  to by the board of  directors/members/governors  of Buyer and no
other or additional  consent or authorization is required by law. The Closing of
the  transactions  contemplated  by this  Agreement will not result in a breach,
violation  or  default  by Buyer of or under  any  judgment,  decree,  mortgage,
agreement, indenture or other instrument applicable to Buyer. Upon execution and
delivery  hereof,   this  Agreement  shall  constitute  the  valid  and  binding
obligation of Buyer, enforceable against Buyer in accordance with its terms.

     Section 4.2. Buyer's Disclosure.  As of the date of this Agreement,  to the
knowledge of Buyer, there is no event,  fact,  occurrence or failure to disclose
on the part of the Seller or the Business that would result in the breach of any
representation  or  warranty  made by the  Seller  herein or that  would  have a
material adverse effect on the Business.

     Section 4.3.  Litigation;  Court Orders.  There is no action,  claim, suit,
proceeding, court order or decree pending or threatened by, against or affecting
Buyer  that  challenges,  has or may have the  effect of  preventing,  delaying,
rendering illegal or otherwise interfering with the transactions contemplated by
this Agreement.

     Section  4.4.  Brokers  and  Finders.  All  negotiations  relating  to this
Agreement  and the  contemplated  transactions  have been carried on without the
participation of any person acting in



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behalf  of Buyer in any  manner  other  than  Kuper  Consulting,  LLC  ("Buyer's
Broker").  Buyer has no liability to pay any compensation to any broker, finder,
agent or investment banker with respect to the transactions contemplated in this
Agreement   for  which   Seller  could  become   liable.   Buyer   assumes  full
responsibility for any sums due and owing to Buyer's Broker.  Similarly,  Seller
represents  and warrants to Buyer that no Broker or Finder has  participated  in
the  transactions  contemplated  by this  Agreement for which Buyer could become
liable other than Buyer's  Broker.  Each party agrees to indemnify  and hold the
other harmless from any such Broker or Finder's fees incurred as a result of the
indemnifying parties actions.

     Section 4.5. Funds. At the Closing, Buyer will have sufficient unencumbered
funds,  or  sufficient,  readily  available  credit from a  reputable  financial
institution  or  financing  source,  to pay in cash at the Closing the  Purchase
Price and all of Buyer's fees and expenses relating to such Closing.

     Section 4.6. No Other  Representations  or Warranties.  Except as expressly
stated in this Agreement, Buyer makes no other representation or warranty of any
kind whatsoever.

                                    ARTICLE V
                                    Covenants

     Section 5.1. Access to Business.  From and after the date of this Agreement
and prior to Closing,  Seller will coordinate a reasonable  opportunity  through
Neptune' representatives for Buyer and its representatives to access all on-site
properties, during normal business hours, so that Buyer may have the opportunity
to make such  investigation  as it shall  desire to make of the  affairs  of the
Business, provided that such investigation shall not unreasonably interfere with
the operations of the Business.  Buyer  covenants and agrees to accept and abide
by the reasonable  restrictions  and conditions on such access as may be imposed
by Seller.

     Section 5.2. Conduct of Business  Pending Closing.  From and after the date
of this



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Agreement  and  pending  the  Closing,  except as  otherwise  permitted  by this
Agreement  or  required  by law,  Seller  covenants  that the  Business  will be
conducted  consistent  with the  ordinary  course  of  business  which,  without
limitation, shall include the sale of Inventory on a day to day basis, therefore
resulting in fluctuations in the quantity and selection thereof; and include the
deposit into, or withdrawal  from,  the trusts of the Business in the amounts by
which any such trust is  underfunded  or overfunded  under  applicable  law; and
include  compliance  in all  material  respects  with  all  applicable  laws and
regulations,  and the maintenance in force of all insurance  policies;  but does
not include  improvements  to the  Business  locations,  except to the extent of
routine repair and maintenance.

     Section 5.3.  Reasonable  Efforts.  Subject to the terms and  conditions of
this  Agreement,  each of the parties hereto agrees to use its best efforts,  to
take, or cause to be taken, all commercially  reasonable actions,  and to do, or
cause to be done, all things necessary and appropriate to satisfy all conditions
of and to consummate the transaction  contemplated by this Agreement,  including
cooperating  with the other  parties  to this  Agreement;  obtaining  as soon as
possible all licenses,  permits, consents,  approvals, loans, authorizations and
orders from governmental entities and contracting parties as are contemplated in
order to consummate the transactions under this Agreement.  Specifically,  Buyer
shall use commercially  reasonable efforts and pay all expenses necessary (i) to
obtain,  as  soon as  possible,  any  licenses,  permits,  consents,  approvals,
authorizations,  qualifications and orders of Governmental  Entities and parties
to  contracts  as are  required  in  connection  with  the  consummation  of the
transactions contemplated hereby, (ii) to effect all necessary registrations and
filings  immediately after the Effective Date (including,  if applicable any HSR
filings) and, as applicable,  to obtain  approval  thereof,  and (iii) to supply
Sellers with copies of all registrations, filings, and applications that



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are  filed  to  obtain  any  such  licenses,   permits,   consents,   approvals,
authorizations, qualifications or orders of Governmental Entities.

     Section 5.4. Further  Assurances.  From time to time after the Closing,  at
the request of either party, and without further  consideration,  but at no cost
to Seller, a party will execute and deliver such additional instruments and will
take such other actions as the other  reasonably may require to convey,  assign,
transfer  and deliver the Assets and the Business  and  otherwise  carry out the
terms of this Agreement.  Buyer shall obtain all necessary policies of insurance
covering the Business and the Assets to be effective as of the Closing Date.

     Section 5.5.  Buyer's  Trustee and Preneed  Trust Funds.  Prior to Closing,
Buyer shall secure all licenses,  permits and other governmental  authorizations
and approvals  required by the State of Iowa as a prerequisite  to Buyer selling
Preneed  Contracts or accepting funds paid by customers toward Preneed Contracts
with the  Business.  For future  funding,  buyer  shall be free to  utilize  any
Trustee  that is qualified  under state law to receive all bank,  trust or other
funds or  accounts,  containing  amounts  that have been  received by the Seller
pursuant  to preneed  agreements  for funeral and  cemetery  merchandise  and/or
services ("Preneed Trust Funds"). As soon as practical after the Closing, Seller
shall take all necessary steps to cause all Preneed Trust Funds to be assumed by
Buyer,  and Buyer  agrees  that all such  funds will be held,  administered  and
withdrawn only in accordance  with the Preneed  Agreements and state and federal
law. The parties  further  agree that after the Closing and prior to the Buyer's
assumption of the Preneed Trust Funds,  Seller and the  Forethought  Group shall
have the right  hereunder to continue to  administer  all such Funds,  including
making  deposits and  withdrawals  in accordance  with state law and the Preneed
Agreements,  and to receive all reports and communications  from the Forethought
Group all as if the sale  provided  for in this  Agreement  had not  closed.  In
addition to



                                       15
<PAGE>

adjustments required pursuant to other provisions of this Agreement,  the amount
of the Earnest Money paid to Seller  following  Closing  shall be  appropriately
adjusted  to  reflect  the  understanding  of the  parties  as set forth in this
Agreement with respect to the amount of the Preneed Trust Funds to be assumed by
Buyer.

     Section 5.6. Post Closing Trust Fund Distributions.  The parties agree that
if, as of the Closing  Date,  Seller has earned or is entitled to receive  funds
from the  Preneed  Trust  Funds  which  have not been  paid to  Seller as of the
Closing  Date,  the  parties  will work  together  to obtain for Seller all such
funds, to which it is entitled  allowing Seller  reasonable  access to the books
and records of the Business and the  preparation  and  execution by Buyer of any
forms,  reports or  similar  documentation  necessary  or  appropriate  for such
purpose.

     Section 5.7. Post Closing Access to Business and Records  Retention.  After
the  Closing,  for a period of 30 days,  Buyer shall  provide  and allow  Seller
reasonable  access to the  facilities  of the Business and the Real  Property as
reasonably necessary to collect and remove the excluded or retained assets.

     If necessary, Buyer agrees to allow representatives of Seller access to the
Business' computers that are being purchased by Buyer pursuant to this Agreement
until 11:59 p.m.  Eastern time on the date that is five (5) business  days after
the Closing.

     Section 5.8.  Printed  Computer  Data. To the extent  reasonably  available
within Neptune' computer systems,  upon Buyer's  reasonable request Seller shall
provide  to Buyer,  from time to time,  after the  applicable  Closing,  reports
listing  individual account holders and balances of the Trusts, the accounts and
other general customer  information  available with respect to the operations of
the Business.



                                       16
<PAGE>

                                   ARTICLE VI
            Conditions to Respective Obligations of Buyer and Seller

     The  respective  obligations  of Buyer and Seller under this  Agreement are
subject to the conditions that:

     Section 6.1. Representations and Warranties True When Made and At Closing.

     (a) All of the  representations and warranties of Buyer shall be true as of
the date of this Agreement and on the Closing Date, and the  representations and
warranties  of Seller shall be true in all  material  respects as of the date of
this  Agreement  and on the Closing Date  (unless made as of another  designated
date) except for instances where the failure of such representations to be true,
taken in the aggregate, is not materially adverse to the Business as a whole;

     (b) Any consents of governmental entities, including without limitation any
applicable  regulatory   approvals,   required  to  be  obtained  prior  to  the
consummation of the transactions contemplated hereby have been obtained;

     (c) Buyer shall have executed and delivered an agreement  assuming the real
property lease relating to the Business; and

     (d) The Closing  Purchase  Price,  less the Earnest Money,  shall have been
paid by Buyer via wire  transfer of  immediately  available  funds to an account
designated by Seller.

     (e)  Buyer  shall  cause  the  Earnest   Money,   with  such  additions  or
subtractions as may be mutually agreed upon by the parties pursuant to the terms
of this  Agreement,  to be  paid to  Seller  as soon as  reasonably  practicable
following Closing.

     Section 6.2. Performance of Obligations. The performance of the obligations
of the parties  hereto shall be discharged in all material  respects prior to or
on the  Closing  Date to the  extent  reasonably  practicable  given the need to
complete  the  appropriate  pro-rations  of the  preened  trust  funds and other
aspects of this agreement and otherwise completed as soon as



                                       17
<PAGE>

possible thereafter.


                                   ARTICLE VII
                                    Employees

     Section 7.1. Employee Retention and Hiring. As set forth in Section 1.6(c),
Buyer assumes no  responsibility  or obligation to hire or retain any individual
employed by Seller in relation to the Business.

     Section  7.2.  COBRA  Coverage.  Buyer  shall  not be  responsible  for any
liabilities  to provide  former  employees of the  Business and their  qualified
beneficiaries with COBRA continuation  coverage under Section 4980B of the Code,
including  without  limitation  any such  liability  with respect to  qualifying
events  that  occur  as a  result  of  the  transactions  contemplated  by  this
Agreement.

                                  ARTICLE VIII
     Survival of Representations, Warranties and Covenants; Indemnification

     Section 8.1.  Survival of  Representations,  Warranties and Covenants.  The
representations,  warranties and covenants of the parties made in this Agreement
shall  survive  pending the Closing and any  investigation  by the parties  with
respect thereto, as follows:

     (a) The  representations and warranties of the parties set out in Sections,
,3.9,  3.11,  4.4,  5.5,  5.6 and  5.8,  for a period  equal  to six (6)  months
following the Closing Notice; and

     (b) All other representations and warranties made in this Agreement,  until
the Closing Date; and

     (c) The  covenants of the parties set out in Sections  3.1,  3.3, 3.7, 3.8,
3.10, 5.3, 5.4, and 5.7, without limit.

     Section 8.2. Indemnification by Seller.

     (a) Seller and its  successors  and  assigns  agree to  indemnify  and hold
Buyerand Buyer's




                                       18
<PAGE>


successors or assigns harmless from all damages,  losses or expenses (including,
without  limitation,  interest and  penalties,  reasonable  attorneys'  fees and
expenses)  suffered or paid,  directly or indirectly,  as a result of or arising
out of:

          (i) any  breach or  default  in the  performance  by the Seller of any
     covenant or  agreement  of the Seller  contained  in this  Agreement or any
     related document executed pursuant hereto; and

          (ii) any breach of warranty or inaccurate or erroneous  representation
     made by the Seller herein  (unless such breach of warranty or inaccurate or
     erroneous  representation was known by Buyer to exist prior to consummation
     of the Closing hereunder).

     Section 8.3. Indemnification by Buyer.

     (a) Buyer agrees to  indemnify  and hold Seller,  Seller's  successors  and
assigns,  harmless  from all  damages,  losses or  expenses  (including  without
limitation, interest and penalties, and reasonable attorneys' fees and expenses)
suffered or paid, directly or indirectly, as a result of or arising out of:

          (i) any  breach  or  default  in the  performance  by the Buyer of any
     covenant or  agreement  of the Buyer  contained  in this  Agreement  or any
     related   document   executed   pursuant  hereto  (unless  such  breach  or
     representation was known by Seller prior to closing this transaction);

          (ii) any breach of warranty or inaccurate or erroneous  representation
     made by the Buyer herein; and

          (iii) the failure of the Buyer to fully pay and  discharge as and when
     same are due the  obligations,  liabilities  and/or  duties  relating to or
     arising from the Business from and after the Closing Date, plus those to be
     assumed by Buyer as set forth in Section 1.4



                                       19
<PAGE>

above.

     Section  8.4.  Assertion  of  Claims.  No  claim  shall be  brought  by any
Indemnitee  (as defined  below)  against any Indemnitor (as defined below) under
this Article VIII,  and no  Indemnitee  shall be entitled to receive any payment
with respect thereto,  unless the Indemnitee gives the Indemnitor written notice
of the existence of any such claim,  specifying  in reasonable  detail the basis
therefore,  prior to the expiration of the  applicable  time period set forth in
Section 8.1. above.  Except as set forth in this Article VIII, if the Indemnitee
and  Indemnitor  fail to reach a mutually  acceptable  resolution  of such claim
within thirty (30) days after the giving of such notice,  the  Indemnitee  shall
have the right to  commence  proceedings  for the  enforcement  of their  rights
pursuant to Section 8.5. hereof.

     Section 8.5. Dispute Resolution.

     (a) Any and all disputes among the parties to this  Agreement  (defined for
the  purpose  of this  provision  to include  their  principals,  agents  and/or
affiliates)  arising out of or in connection  with the  negotiation,  execution,
interpretation,   performance  or  nonperformance  of  this  Agreement  and  the
transaction   contemplated  herein  shall  be  solely  and  finally  settled  by
arbitration, which shall be conducted in the Des Moines Metropolitan Area (which
shall be deemed to  include  Ankeny,  Iowa) by a panel of three (3)  arbitrators
selected by the parties as follows:  one by each of the parties and the third by
agreement of the arbitrators selected by the parties..  The arbitrators shall be
experienced in and familiar with business  transactions of the type contemplated
in this Agreement who shall not have been previously employed or affiliated with
any of the parties hereto.  If the parties or the arbitrators fail to appoint an
arbitrator  within  thirty  (30)  days  of the  date  one of them  invokes  this
arbitration   provision,   or  the  parties'   arbitrators   acknowledge   their
participation, either party may apply to the American Arbitration



                                       20
<PAGE>

Association to make the appointments.

     (b) The parties  hereby  renounce all recourse to litigation and agree that
the award of the arbitrators may be by simple majority  agreement,  and shall be
final and subject to no  judicial  review.  The  arbitrators  shall  conduct the
proceedings  pursuant  to the  Commercial  Arbitration  Rules  of  the  American
Arbitration Association, as now or hereafter amended (the "Rules").

     (c) The  arbitrators  shall decide the issues  submitted  (i) in accordance
with the provisions and commercial purposes of this Agreement, and (ii) with all
substantive  questions  of law  determined  under  the laws of the State of Iowa
(without regard to its principles of conflicts of laws).  The arbitrators  shall
promptly  hear  and  determine  (after  giving  the  parties  due  notice  and a
reasonable  opportunity  to be heard) the issues  submitted  and shall  render a
decision in writing  within sixty (60) days after the  appointment  of the final
arbitrator, unless the parties agree to a reasonable extension.

     (d) The parties  agree to  facilitate  the  arbitration  by (i)  conducting
arbitration  hearings to the greatest  extent  possible on successive  days, and
(ii)  observing  strictly  the time periods  established  by the Rules or by the
arbitrators for submission of evidence or briefs.

     (e)  Judgment on the award of the  arbitrators  may be entered in any court
having  jurisdiction  over the party against which  enforcement  of the award is
being sought and the parties hereby  irrevocably  consent to the jurisdiction of
any such court for the  purpose of  enforcing  any such award.  The  arbitrators
shall  divide all costs  (other than fees and  expenses of counsel)  incurred in
conducting  the  arbitration  in the  final  award in  accordance  with what the
arbitrators deems just and equitable under the circumstances.

     (f) The parties hereto agree that the provisions of this Section 8.5. shall
not be  construed  to prohibit  any party from  obtaining,  in the proper  case,
specific performance or injunctive relief



                                       21
<PAGE>

with respect to the enforcement of any covenant or agreement of another party to
this Agreement.

     Section 8.6. Defense of Claims.

     (a) If any claim or action by a third party  arises  after the Closing Date
for which an  Indemnitor is liable under the terms of this  Agreement,  then the
Indemnitee shall notify the Indemnitor  within twenty (20) days after such claim
or action arises and is known to the  Indemnitee and shall give the Indemnitor a
reasonable  opportunity:  (i) to take part in any  examination  of any books and
records; (ii) to conduct any proceedings or negotiations in connection therewith
and necessary or appropriate to defend the  Indemnitee;  (iii) to take all other
required steps or proceedings to settle or defend any such claim or action;  and
(iv) to employ  counsel to  contest  any such claim or action in the name of the
Indemnitee or otherwise.  If the Indemnitor wishes to assume the defense of such
claim or action,  it shall give written  notice to the Indemnitee and within ten
(10) days thereafter,  Indemnitee shall permit,  and Indemnitor shall thereafter
assume,  the defense of any such claim or liability,  through counsel reasonably
satisfactory to the Indemnitee;  provided that the Indemnitee may participate in
such defense at its own expense.

     (b) If the  Indemnitor  shall not assume  the  defense of any such claim or
action,  the  Indemnitee  may  defend  against  any such claim or action in such
manner as it may deem appropriate  (provided that the Indemnitor may participate
in such defense at its own expense);  provided, however, that the Indemnitee may
not settle  such  claim or  action,  without  the prior  written  consent of the
Indemnitor.  If no settlement of such claim or action is made,  the  Indemnitor,
shall  satisfy  any  judgment  rendered  with  respect  to such claim or in such
action, before the Indemnitee is required to do so, and pay all expenses,  legal
or otherwise, including



                                       22
<PAGE>

attorneys' fees and costs reasonably and necessarily  incurred by the Indemnitee
in the defense of such claim or action.

     Section 8.7.  Cooperation.  The parties shall  cooperate with each other to
maximize the availability of insurance coverage under the policies maintained by
the  Business or a party  immediately  preceding  the Closing Date for claims or
actions by third  parties  which may be subject to  indemnification  pursuant to
Sections 8.2. and 8.3.,  and, if the insurance  carrier for such policies agrees
to defend such claim,  such defense shall be tendered to such insurance  carrier
and the rights of the parties  between  themselves  regarding the assumption and
control of such defense shall be subject to the reasonable  requirements of such
insurance carrier.

                                   ARTICLE IX
                                  Miscellaneous

     Section 9.1. Notices.

     (a) All notices  provided  for  hereunder  shall be in writing and shall be
deemed to be given:

          (i) When  delivered to the party to which the notice is directed three
     (3) days after the same has been deposited in the United States mail,  sent
     Certified or Registered mail with Return Receipt Requested, postage prepaid
     and addressed as provided in this Section; or

               (ii) When delivered by a generally  recognized overnight delivery
          service, with receipt acknowledged and with all charges prepaid by the
          sender addressed as provided in this Section; or

               (iii) Upon confirmation of recipient's receipt, when delivered by
          telefacsimile transmission. (b) Notices shall be directed as follows:



                                       23
<PAGE>


if to Buyer, to:
---------------

Brooks Funeral Care,
7975 University Boulevard,
Clive, IA 50325
Fax (515) 277-9700

with a copy to:
--------------

Patrick T. Burk, Esq.
Bradshaw Law Firm
801 Grand Avenue, Suite 3700
Des Moines, Iowa 50309
Fax (515) 246-5808
----------------------------------

if to Seller, to:
----------------

Neptune Management Corporation,
4312 Woodman Avenue, 3rd Floor,
Sherman Oaks, CA 91423
Fax (818) 953-9995

with a copy to:
--------------


----------------------------------

or at such other place or places or to such other  person or persons as shall be
designated by like notice by any party hereto.

     Section  9.2.  Expenses.  Each  party  hereto  shall pay its own  expenses,
including without limitation, fees and expenses of its agents,  representatives,
counsel,  auditors,  and accountants  incidental to the preparation and carrying
out of this Agreement. Except as otherwise provided in Section 1.5 hereof, Buyer
shall pay any  excise,  stamp,  transfer  or other tax  imposed on the  recorded
instruments  of sale or transfer of the Assets,  consistent  with the  customary
practices in the state where the Business is located.

     Section 9.3.  Attorney's  Fees. In the event of any  controversy,  claim or
dispute between



                                       24
<PAGE>


or among any of the parties hereto arising out of or relating to this Agreement,
or any default or breach or alleged  default or breach hereof,  each party shall
pay its own attorney's fees, costs and expenses associated with any such action.
If any party hereto shall be joined as a party in any judicial,  administrative,
or other legal proceeding arising from or incidental to any obligation,  conduct
or action of another party  hereto,  the party so joined shall be entitled to be
reimbursed  by the other  party  for its  reasonable  attorney's  fees and costs
associated  therewith.  This reimbursement shall not apply to attorney's fees or
costs  associated  with or incidental  to any  obligations,  conduct,  action or
inaction of the joined party, unless joinder would not have occurred but for the
obligation, conduct, action or inaction of the other party

     Section 9.4. Brokers. Buyer agrees to indemnify Seller against any claim by
any third person for any commission, brokerage or finder's fee or other payments
based upon any alleged  agreement or understanding  between such third party and
Buyer, whether expressed or implied.

     Section 9.5. Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties  hereto and their  respective  successors and
assigns.  This  Agreement  shall not be assigned by any party hereto without the
prior written consent of the other parties. Nothing in this Agreement, expressed
or implied,  is intended to confer upon any third  person any rights or remedies
under or by reason of this Agreement.

     Section 9.6. Entire Agreement; Amendment; No Waivers.

     (a) This Agreement  together with the other agreements  provided for herein
embodies  the whole  agreement of the  parties.  There are no  promises,  terms,
conditions,  or  obligations  other than those  contained  herein.  All previous
negotiations between the parties, either verbal or written, not herein contained
are hereby  withdrawn and annulled.  This Agreement shall supersede all previous
communications, representations, or agreements, either verbal or written,



                                       25
<PAGE>


between the parties hereto.

     (b) This  Agreement  may not be amended  except by an instrument in writing
signed on behalf of each party hereto.

     (c) No failure or delay shall be construed by any party in  exercising  any
right hereunder or operate as a waiver thereof,  nor shall any partial  exercise
thereof preclude any further or future exercise of any such right thereafter.

     Section 9.7. Captions;  Counterparts.  The section and subsection  headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation  of this Agreement.  This Agreement may
be executed  simultaneously in two or more counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.

     Section 9.8. Tax Identification Numbers. Buyer's Federal Tax Identification
Number   is______________.   Seller's  Federal  Tax  Identification   Number  is
77-0154551.

     Section  9.9.  Bulk Sales.  Seller and Buyer each waive  compliance  by the
other with the  applicable  provisions  of any  so-called  "bulk  sales law," or
similar law of any applicable jurisdiction.

     Section 9.10. Confidentiality. Seller and Buyer agree to maintain in strict
confidence any and all  information  any party hereto learns or discovers  about
any other  party  hereto  during the course of the  negotiation,  execution  and
delivery of this  Agreement and agrees to abide by the terms and  conditions set
forth  in the  Confidentiality  Letter.  This  Section  shall  not  apply to any
information that is, or could  reasonably be, learned or discovered  through any
independent  source  that is not  obligated  to  maintain  such  information  as
confidential.

     Section 9.11. Governing Law.



                                       26
<PAGE>

     This Agreement  shall be construed and enforced in accordance with the laws
of the State of Iowa.



         IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement on the date first above written.


                                   SELLER:

                                   Neptune Management Corporation


                                   By:___________________________________

                                   BUYER:

                                   Brooks Funeral Care


                                   By:___________________________________








                                       27