EXHIBIT 10.10


                 AMENDMENT TO THE CONSULTING AGREEMENT DATED FOR
              REFERENCE MARCH 31, 1999 (THE "CONSULTING CONTRACT")
              BETWEEN LARI ACQUISITION COMPANY, INC (THE "COMPANY")
                    AND EMANUEL WEINTRAUB (THE "CONSULTANT")
--------------------------------------------------------------------------------

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

WHEREAS:

A    As presently structured,  the Company is obligated to pay to the Consultant
     the sum of $27,775 per month pursuant to the Consulting Contract;

B.   The  Company  wishes to lower its  monthly  payments  under the  Consulting
     Contract and the Consultant has agreed to accommodate the Company's request
     on the terms and conditions of this Amendment; and

C.   The parties to this Amendment  have agreed that the  Consultant  will defer
     $7,775 of the present monthly  compensation  under the Consulting  Contract
     with a balloon payment of all of said deferred compensation,  with interest
     thereon,  to be paid by the Company to the  Consultant  upon  expiration or
     sooner termination of the Consulting Contract;

NOW THEREFORE, in consideration of the mutual covenants, agreements,  warranties
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties agree with each other as follows:

1.   All  capitalized  terms in this Amendment shall have the meaning as defined
     in the Consulting Contract.

2.   Sections  4 and  18 of the  Consulting  Contract  are  amended  such  that,
     effective as of August 1, 1999,  the Company  agrees to pay the  Consultant
     for the Services,  subject to  paragraphs  17 through 19 of the  Consulting
     Contract, as follows:

     a.   $20,000 per month, for each month the Consultant provides the Services
          for the  Company,  payable on the last day of the month with the first
          payment due on August 31, 1999; and

     b.   an amount  equal to $7,775  for each  month,  commencing  on August 1,
          1999,  that the  Consultant  provides  the  Services  for the Company,
          together  with  interest  at the rate of 9% per annum,  calculated  as
          simple annual  interest,  to accrue  monthly from August 1, 1999 until
          fully paid, all payable upon  expiration or sooner  termination of the
          Consulting  Contract By way of example,  if the Consulting Contract is
          validly  terminated  on July 31,  2000,  the  amount due shall be 12 X
          $7,775 plus the interest accruing on each respective monthly sum.


<PAGE>


3.   In the event that the Consulting  Contract should terminate for any reason,
     including,  without limitation,  those reasons set forth in paragraph 17 of
     the  Consulting  Contract,  the amount set forth in paragraph  2(b) of this
     Amendment shall be immediately due and payable to the Consultant.

4.   The Consultant  acknowledges  that the payment provided for in Section 2 of
     this  Amendment is to be full payment and  reimbursement  for providing the
     Services.

5.   Except as otherwise  expressly  modified  herein,  the Consulting  Contract
     remains in full force and effect.

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

7.   This Amendment may be executed in any number of counterparts, each of which
     when delivered  shall be deemed to be an original and all of which together
     shall  constitute  one  and  the  same  document.  A  signed  facsimile  or
     telecopied  copy of this  Amendment  shall be effectual  and valid proof of
     execution and delivery.


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


LARI ACQUISITION COMPANY, INC.



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


SIGNED, SEALED AND DELIVERED by     )
EMANUEL WEINTRAUB in the presence   )
of:                                 )
                                    )
                                    )
----------------------------------- )      /s/ Emanuel Weintraub
Witness                             )      -------------------------------------
                                    )      EMANUEL WEINTRAUB
----------------------------------- )
Address                             )