EXHIBIT 10.3


                            SHARE PURCHASE AGREEMENT


THIS  AGREEMENT is dated for reference the 31St day of March,  1999 between Lari
Acquisition  Company,  Inc., (the "Purchaser"),  Lari Corp. ("Lari") and Stanley
Zicklin, a businessman (the Vendor).

WHEREAS:

A.   There are 82 Series A shares and 18 Series B shares issued and  outstanding
     in the capital of Neptune  Management Corp., a company  incorporated  under
     the laws of the State of California (the "Company");

B.   The Vendor is the registered and beneficial owner of the 18 Series B shares
     in the capital of the Company (the "Shares');

C.   The 82 Series A shares in the capital of the  Company  are being  purchased
     from  Emanuel  Weintraub  "(Weintraub")  by  the  Purchaser  pursuant  to a
     purchase   agreement   dated  March  31,  1999  (the   "Series  A  Purchase
     Agreement");

D.   The Vendor shall sell the Shares to the Purchaser  and the Purchaser  shall
     purchase the Shares from the Vendor; and

E.   The Company has advised the Purchaser of the following facts:

     (a)  the  Company is  asserting  a claim  against  the Vendor  based on the
          Vendor's  alleged  obligation  under a  written  agreement,  which the
          Company contends (and the Vendor denies) obligates the Vendor to offer
          to the Company the right to purchase the Shares,  at a specified price
          (also set forth in the said  written  agreement)  prior to the  Vendor
          having  the right or  authority  to sell the  Shares  to  others  (the
          "Disputed Obligation");

     (b)  the Company  has made  demand upon the Vendor to perform the  Disputed
          Obligation  but the Vendor has  refused to comply with such demand and
          has denied the applicability,  enforceability and validity of the said
          written agreement;

     (c)  the Vendor,  Weintraub  and the Company  are  currently  parties in an
          action  pending  in the  Superior  Court for the State of  California,
          County of Los Angeles,  denominated L.A.S.C. No. BC 203930, pertaining
          to the Disputed Obligation (the "Action");

     (d)  the Company and Weintraub have advised the Purchaser of the said claim
          and the Action and have instructed the Purchaser not to release to the
          Vendor any of the purchase  price for the Shares  unless and until the
          conditions  referred to in  Subsection  6(b) herein below occur or are
          otherwise satisfied; and


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     (e)  the Company  has, in order to permit  this sales  transaction  to take
          place prior to the  resolution  of the Disputed  Obligation  agreed to
          allow the Shares to be sold to the Purchaser if the purchase price for
          the Shares is  delivered  directly  to a  designated,  recognized  and
          independent  escrow/disbursing  agent  which  the  Purchaser  and  the
          Company shall establish in Los Angeles, California, which escrow shall
          be governed by an escrow  agreement  for the benefit of the Vendor and
          Weintraub.

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 agrees as follows:

1.   PURCHASE AND SALE OF SHARES

The Vendor  hereby sells and transfers to Lari through the  Purchaser,  and Lari
through the Purchaser  hereby  purchases  and acquires from the Vendor,  all the
Vendor's right, title, and interest in and to the Shares.

2.   PURCHASE PRICE

The  Purchaser  hereby  agrees to pay the Vendor  $2,561,572.00  (the  "Purchase
Price") for the Shares.

3.   PAYMENT OF PURCHASE PRICE

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

     (a)  the sum of $ 101,866.00 by way of a solicitors' cheque payable to City
          National Bank, 400 North Roxbury Drive,  Beverly Hills, CA, 90210 (the
          "Escrow  Agent"),  in trust for the joint  benefit of the Vendor,  the
          Purchaser,  Lari and Weintraub,  subject to resolution of the Disputed
          Obligation;

     (b)  104,852  shares of common  trading  stock of Lari (the "Lari  Shares")
          issued by Lari to the Vendor and  delivered  to the Escrow  Agent,  in
          trust for the joint  benefit of the Vendor,  the  Purchaser,  Lari and
          Weintraub, subject to resolution of the Disputed Obiligation; and

     (c)  the sum of $1,935,446.00 by way of an undivided interest to the Vendor
          in a promissory note ("Note"), in the form attached as Schedule "A" to
          this Agreement,  delivered to the Escrow Agent, in trust for the joint
          benefit of the Vendor,  the Purchaser,  Lari and Weintraub  subject to
          resolution of the Disputed Obligation.



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                                       -3-



4.   VENDOR'S DOCUMENTS DELIVERED AT CLOSING

On the Closing  Date,  the Vendor will  deliver or cause to be  delivered to the
Purchaser  the share  certificate  representing  the Shares,  duly  endorsed for
transfer. If the Vendor cannot locate the certificate,  the Vendor shall execute
and  deliver to the  Purchaser  an  affidavit  of lost  certificate  in form and
substance reasonably acceptable to the Purchaser.

5.   VENDOR'S WARRANTIES AND REPRESENTATIONS

     5.1  The Vendor  represents,  warrants and  covenants  to the  Purchaser as
          follows:

     (a)  the Vendor is the registered and beneficial owner of the Shares;

     (b)  the  Shares  are  validly  issued  and  outstanding  as fully paid and
          non-assessable in the capital of the Company and are free and clear of
          all liens, charges and encumbrances save and except for any claims set
          forth in the Action.

     (c)  the Vendor has good and  sufficient  right and authority to enter into
          this  Agreement  and  to  transfer  legal  and  beneficial  title  and
          ownership of the Shares to the Purchaser;

     (d)  the Vendor has not previously entered into a binding agreement for the
          sale of, or the granting of an option to purchase the Shares;

     (e)  subject  to any  claims  set forth in the  Action,  the  Vendor is not
          indebted to the Company and the Company is not indebted to the Vendor;

     (f)  the Vendor has not relied on any  representations,  understandings  or
          other inducements not expressly set forth in this Agreement;

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

     (h)  the Vendor enters into this Agreement  voluntarily,  without duress or
          undue influence;

     (i)  the Vendor has the legal  capacity,  power and  authority  to hold the
          Lari Shares and the Note (collectively,  the "Securities") to be owned
          by him on the Closing Date;

     (j)  the Vendor is accepting the  Securities as part of the Purchase  Price
          as set out in Subsection 3(b) only for investment  purposes on his own
          account  and  not  for  the  purpose  of  selling  the  Securities  in
          connection  with  any  distribution  of  the  Securities.  The  Vendor
          acknowledges  that the Lari Shares are subject to resale  restrictions
          and, for this reason,  shall display the legend,  substantially in the
          form as follows:


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                                       -4-



          "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
          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."

     (k)  the Vendor  acknowledges  that the Lari  Shares to be  received by the
          Vendor on the Closing  Date were not  advertised  in printed  media of
          general and regular paid circulation, radio or television;

     (1)  the Vendor 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

     (m)  the Vendor is a resident at the following address:

          3503 Via Del Prado
          Calabasas, CA 91302

     (n)  The Vendor will  indemnify  the  Purchaser  against any loss or damage
          sustained by the  Purchaser,  directly or  indirectly,  by reason of a
          breach of any of the warranties or  representations  set forth in this
          Section 5. The Vendor acknowledges 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.

     (o)  The representations, warranties, covenants and agreements contained in
          the  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 re-organization or amalgamation of any party hereto.


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                                       -5-



6.   CONDITIONS OF CLOSING

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

     (a)  The transactions  contemplated in the Series A Purchase Agreement have
          been  completed and the  Purchaser is the  registered  and  beneficial
          owner of the Series A shares of the Company;

     (b)  The Vendor has entered into an escrow  agreement with the Escrow Agent
          on  terms  and  conditions  which  are  satisfactory  to  the  Vendor,
          Weintraub,  the Purchaser,  Lari and the Company.  The signing of such
          agreement is also a condition of the Vendor's  obligation  to sell the
          Shares as provided herein;

     (c)  The  Vendor  has  executed  the  Certificate  of  Accredited  Investor
          attached as Schedule "B" to this Agreement; and

     (d)  The Vendor has executed a release  agreement  attached as Schedule "C"
          to this Agreement.  Such release  (Schedule "C") shall not be valid or
          binding  unless and until the Vendor  executes and delivers the escrow
          agreement referred to in Section 6(b) above.

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,  but not  including  any matter
          arising out of the Action,  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,   California.  The  language  of
          arbitration  shall be English.  The parties expressly waive and forego
          any right to  punitive  or  exemplary  damages  unless  an  applicable
          statute  requires  the  award  of such  damages  or that  compensatory
          damages be  increased  in a specified  manner.  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.

     7.2  The Vendor will  execute and deliver all such  further  documents  and
          instruments  and do all acts and things the Purchaser  may  reasonably
          require to carry out the

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                                       -6-



          full intent and meaning of this  Agreement and to assure the Purchaser
          the transfer of the Shares.

     7.3  This Agreement  constitutes 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.  Nothing herein shall  prejudice
          or otherwise affect the respective rights and claims of the Vendor and
          Weintraub in or relating to the Action.

     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
          successors, assigns, heirs, executors and administrators.  There is no
          third party beneficiary of this Agreement.

     7.5  The Vendor will not assign his rights or obligations  provided by this
          Agreement  without the prior  written  consent of the  Purchaser.  The
          Purchaser will be entitled to assign any of its respective  rights and
          obligations  provided by this  Agreement  without any prior consent of
          the Vendors, but no such assignment shall relieve the Purchaser of its
          obligations hereunder to the Vendor.

     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
          recipient's 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 and Lari, to:

          Brent Lokash
          Barrister & Solicitor
          1708-808 Nelson Street
          Vancouver, B.C. V6Z 2H2
          Fax:  (604) 68l-9579

          If to the Vendor:

          Sandler and Rosen, LLP
          1801 Avenue of the Stars, Suite 510
          Los Angeles, CA 90067
          Fax:  (310) 277-5954

     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


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                                      - 7 -



          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 All dollar amounts  referred to in this Agreement are stated in United
          States of America currency, unless otherwise expressly stated.

     7.12 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 hereinabove written.

LARI ACQUISITION COMPANY, INC.


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


LARI CORP.


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



SIGNED, SEALED AND DELIVERED by          )
STANLEY ZICKLIN in the presence of:      )
                                         )
/s/ Wm. F. Tisch                         )
Witness                                  )
1801 Ave. of the Stars, Suite 510        )
Los Angeles, CA 90067                    )
---------------------------------------- )
Address                                  )     /s/ Stanley Zicklin
                                         )     ---------------------------------
Attorney                                 )     STANLEY ZICKLIN
---------------------------------------- )
Occupation                               )