EXHIBIT 10.6
AGREEMENT
This Agreement is entered into as of August 1, 1999 by and between Lari
Acquisition Company, Inc. ("Lari") and The Neptune Society, Inc. (formerly known
as Lari Corp.) ("Neptune"), on the one hand, and Emanuel Weintraub and the
Emanuel Weintraub Inter Vivos Trust (collectively "Weintraub"), on the other
hand, with reference to the following facts:
WHEREAS:
A. Lari has certain existing obligations to Weintraub under, inter alia, a
Consulting Contract a promissory note in the amount of $19 million and a
promissory note in the amount of $2 million;
B. Lari has requested that Weintraub agree to restructure certain of Lari's
obligations to Weintraub in order to assist Lari to increase its cash flow for
operation of its recently acquired cremation business and to provide additional
available funds to Lari for the acquisition of new cremation businesses;
C. Weintraub has agreed to accommodate certain of Lari's requests and to
agree to restructure certain of Lari's obligations;
D. The parties are concurrently herewith entering into amendments of the
Consulting Contract, the $19 million Promissory Note, the $2 million Promissory
Note and the Joint Written Instructions to Escrow Agent dated April 22, 1999
which govern the manner in which certain sums due to Weintraub and others are to
be paid and disbursed; and
E. Lari and Neptune have agreed to provide certain consideration to
Weintraub in exchange for his agreement to modify Lari's payment obligations.
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 will issue, on or before August 13, 1999, stock warrants to
purchase 250,000 shares in Neptune at a price of $6.00 per share to the
following individuals in the following amounts:
Linda Stark 125,000 shares
Jill Schulman 62,500 shares
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Nancy Leferman 62,500 shares
The warrants shall be exerciseable within four years (i.e., until August
15, 2003) and subject to a one-year statutory holding period restriction.
2. Lari and Neptune agree to reimburse Weintraub for all reasonable legal
fees and costs incurred by him in connection with and related to the negotiation
and documentation of the restructuring of Lari' s obligations. Such
reimbursement shall be made by not later than 15 days after delivery by
Weintraub or his attorneys of the invoice reflecting the incurrence of such
legal fees and costs.
3. Lari will pay to Weintraub the sum of $76,350, of which sum Weintraub
acknowledges receipt of $38,175. The remaining $38,175 will be paid by Lari on
the earliest of: (1) the payment in full of the $19 million Promissory Note; or
(2) July 31, 2000.
4. Each of the obligations set forth in this agreement are acknowledged to
be obligations which are secured by that security interest created by that
Security Agreement dated as of March 31, 1999 by and between Lari, Neptune
Management Corp., Neptune Pre-Need Plan, Inc., Heritage Alternatives, Inc. and
the Emanuel Weintraub Inter Vivos Trust.
5. 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.
IN WINESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
Lari Aquisition Company, Inc.
By /s/ Marco Markin
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Title: Vice President
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The Neptune Society, Inc.
(formerly Lari Corp)
By /s/ Suzanne L. Wood
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Title: President
EMANUEL WEINTRAUB INTER VIVOS TRUST
Per:
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Emanuel Weintraub, Trustee
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EMANUEL WEINTRAUB
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