EXHIBIT 10.9


                               CONSULTING CONTRACT

THIS  AGREEMENT is dated for  reference  the 31st day of March 1999 between Lari
Acquisition Company, Inc., a company incorporated under the laws of the State of
California (the "Company") and Emanuel Weintraub, a businessman, resident in the
State of California (the "Consultant").

WHEREAS:

(a)  A subsidiary of the Company has  purchased  from the  Consultant  and other
     parties,  a funeral  cremation  business known and operated as the "Neptune
     Society"  including a pre-need  marketing  business  operated under Neptune
     Pre-Need Plan, Inc. (the "Business");

(b)  The Consultant is familiar with the Business and has valuable marketing and
     finance  expertise,  experience  and abilities  which the Company wishes to
     avail itself; and

(c)  As  part  of  the   consideration  in  purchasing  the  Business  from  the
     Consultant,  and other  parties,  the Company  wishes to use the consulting
     services of the  Consultant  for the Business and the Consultant has agreed
     to  provide  such  services,  subject to the terms and  conditions  of this
     Agreement.

NOW THEREFORE in  consideration of the payment of covenants herein and for other
good and valuable  consideration (the receipt and sufficiency of which is hereby
acknowledged) the parties hereto covenant and agree as follows:

Appointment

1.   The Company hereby retains and appoints the Consultant,  effective the 31st
     day of  March,  1999 (the  "Effective  Date"),  to  provide  the  following
     assistance and advise with respect to the Business:

     (a)  Activities  as a  Spokesperson  -  Consultant  will be  available on a
          reasonable  basis, not to exceed seven (7) days per month for meetings
          and presentations to potential investors in the Company;

     (b)  Consulting  Services With Respect to Expansion of the Business - Under
          the direction of the President of the Company,  Consultant will assist
          with research,  investigation and implementation of business start-ups
          in areas where Company does not currently conduct business. Consultant
          will also assist in prospecting,  investigation and due diligence with
          respect to other existing  cremation  companies in North America which
          Company may have an interest in acquiring;

     (c)  Consulting  Services With Respect to Pre-Need Sales - Consultant  will
          assist in the development and implementation of marketing strategy for
          the sale of pre-need  agreements  throughout North America,  including
          the identification of target markets, the



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          best ways to reach those target  markets,  the location of new markets
          in States outside of California, Florida and New York and the training
          of sales personnel in new offices which may be established by Company;

     (d)  Consulting  Services With Respect to Pre-Need Trust Funds - Consultant
          will  respond to requests  from the board of  directors of the Company
          and the trustees of the pre-need trust funds regarding  investment and
          strategy and security for the pre-need  trust funds in order to ensure
          the integrity of the pre-need  trust funds,  all within the applicable
          regulations  of the  State of  California,  Florida,  New York and any
          other State in which Company may establish a pre-need program,

          (the "Services").

2.   The  Company  will  use its  best  commercial  efforts  to  facilitate  the
     Consultant's  ability to fulfill the  Consultant's  obligations  under this
     Agreement   including   providing  timely  responses  to  the  Consultant's
     comments, providing Company personnel to assist the Consultant in providing
     written  communication to the board of directors,  diligently assessing the
     Consultant's  advice and  recommendations  with respect to the Business and
     providing  decisions  with respect to the advice and  recommendations  on a
     timely basis.

Term

3.   Subject to the  provisions of paragraphs  17 to 19 of this  Agreement,  the
     Consultant shall provide the Services to the Company in accordance with the
     provisions of this  Agreement  for a period of 36 months  commencing on the
     Effective Date of this Agreement (the "Term").

Payment

4.   Subject to  paragraphs 17 and 19 herein,  the Company  agrees to pay to the
     Consultant for the Services an amount of $27,775.00  per month,  payable on
     the last day of the month with the first payment due on April 30, 1999. The
     Consultant  acknowledges  that  such  payment  is to be  full  payment  and
     reimbursement for providing the Services.

Expenses

5.   Having first obtained  written approval from the Company to incur expenses,
     the Consultant  shall be reimbursed for all reasonable  traveling and other
     expenses  actually  and  properly  incurred by him in  connection  with the
     Services hereunder,  including the reasonable cost of an office, comparable
     to the  Consultant's  existing  standard of offices,  provided that for all
     these  approved  expenses,  the  Consultant  shall  furnish to the  Company
     statements  and  vouchers  at the end of each  month in which the  approved
     expenses  were  actually  incurred  (unless the  contrary is agreed upon in
     writing by the Company and the Consultant) and



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     provided  further that the Consultant  shall observe any reasonable  limits
     from time to time fixed by the Company in respect of the approved expenses.

Records

6.   In connection with the provisions of the Services, the Consultant shall:

     (a)  establish and maintain books of account of all expenses incurred; and

     (b)  maintain invoices, receipts, and vouchers for the expenses referred to
          in Section 5 to this Agreement,

     (c)  and a  Company  appointed  auditor  shall  have  free  access  at  all
          reasonable  times to these books of account,  invoices,  receipts  and
          vouchers for the purposes of copying or auditing them (or both).

Independent Contractor

7.   The  Consultant  shall be an  independent  contractor  and not the partner,
     servant, employee or agent of the Company.

8.   The Company may from time to time give any  instructions  to the Consultant
     that it  considers  necessary  in  connection  with the  provisions  of the
     Services  but the  Consultant  shall not be subject  to the  control of the
     Company in respect of the manner in which  these  instructions  are carried
     out.

Reports

9.   The Consultant shall upon the request, from time to time, of the Company:

     (a)  fully  inform  the  Company  of the  work  done  and to be done by the
          Consultant in connection with the provision of the Services; and

     (b)  permit the Company at all reasonable times to inspect, examine, review
          and copy any and all findings, data, specifications, drawings, working
          papers, reports, documents, and material whether complete or otherwise
          (collective  the  "Material")  that has been  produced,  received,  or
          acquired by or provided by the Company to the  Consultant  as a result
          of this Agreement.



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Ownership

10.  The Material produced, received, or acquired by the Consultant, or provided
     by the Company to the  Consultant,  as a result of this  Agreement  and any
     equipment, or other property provided by the Company to the Consultant as a
     result of this Agreement shall:

     (a)  be the exclusive property of the Company; and

     (b)  immediately  be  delivered  by the  Consultant  to the  Company on the
          Company  giving notice to the  Consultant  requesting  delivery of the
          Material,  equipment or other  property,  whether that notice is given
          before, upon, or after the expiration (or earlier termination) of this
          Agreement   and  the   Consultant   shall  execute  and  deliver  such
          assignments, acknowledgments and waivers as may be reasonably required
          by the Company to preserve  its  interest  in the  Material,  or other
          property.

Confidentiality

11.  The Consultant  shall treat as confidential and shall not without the prior
     written consent of the Company publish,  release,  or disclose or permit to
     be published,  released, or disclosed either before or after the expiration
     or early  termination  of this  Agreement  the Material or any  information
     supplied to, obtained by, or which comes to the knowledge of the Consultant
     as a result of this Agreement except insofar as that publication,  release,
     or  disclosure  is  necessary  to enable  the  Consultant  to  fulfill  his
     obligations under this Agreement.

Assignment and Sub-Contracting

12.  The Consultant shall not without the prior written consent of the Company:

     (a)  assign, either directly or indirectly,  this Agreement or any right of
          the Consultant under this Agreement; or

     (b)  sub-contract any obligation of the Consultant under this Agreement.

13.  No sub-contract entered into by the Consultant shall relieve the Consultant
     from any of the  obligations  under this Agreement or impose any obligation
     or liability upon the Company to any sub-contractor.

Conflict

14.  The  Consultant  shall not during the Term perform a service for or provide
     advice to any person,  firm, or corporation  where the  performance of that
     service or the  provision  of that  advice may or does,  in the  reasonable
     opinion of the Company, give rise to a conflict of



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     interest between the obligation of the Consultant to the Company under this
     Agreement and the obligations of the Consultant to any other person,  firm,
     or corporation.

Indemnity

15.  The Company  will  indemnify  the  Consultant  from and against any and all
     losses, claims, damages, actions, causes of action, costs and expenses that
     may  arise  from the  Consultant  providing  the  Services  to the  Company
     pursuant to the Agreement.

16.  The  Company  will name the  Consultant  as an  additional  insured for the
     Company's  Business at no cost to the Consultant,  subject to the Company's
     ability to obtain such  insurance at premiums  comparable  to those paid by
     the previous owners of the Business.

Termination

17.  The Company may terminate this Agreement forthwith, without notice upon any
     of the following:

     (a)  the failure or refusal of the Consultant to provide the Services under
          this Agreement as directed by the board of directors of the Company;

     (b)  any dishonesty on the part of the Consultant affecting the Business or
          the Company;

     (c)  the conviction of the Consultant for an indictable  offence or for any
          crime involving moral turpitude, fraud or misrepresentation;

     (d)  excessive  use  of  alcohol  or  illegal   drugs  by  the   Consultant
          interfering  with  the  performance  of  his  obligations  under  this
          Agreement;

     (e)  any willful and intentional  act on the part of the Consultant  having
          the effect of materially injuring the reputation, business or business
          relationships of the Business or the Company;

     (f)  on the death or disability of the Consultant; or

     (g)  any  material  breach  (not  covered by any of the above  clauses  (a)
          through (f)) of any of the provisions of this Agreement.

18.  If the Company  terminates the Consultant  during the Term for a reason set
     forth in  paragraph  17, the Company  shall not owe or be  obligated to the
     Consultant  for any payment  other for  payments  already due and owing for
     Services already performed pursuant to this Agreement.



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19.  If the Company  fails to make  payment to the  Consultant  of moneys  owed,
     within fifteen (15) business days of the Company's  receipt of invoices for
     Services  rendered,  the Consultant may after,  providing written notice to
     the Company  terminate  this  Agreement  only if the Company  does not make
     payment to the Consultant  within thirty (30) days of the Company's receipt
     of such notice.  In the event of  termination  under this paragraph 19, all
     monies  remaining to be paid  hereunder  shall become  immediately  due and
     payable.

Non-Waiver

20.  No  provision  of this  Agreement  and no breach by the  Consultant  of any
     provision  shall be deemed  to have been  waived  unless  the  waiver is in
     writing signed by the Company.

21.  The written  waiver by the Company of any breach of any  provision  of this
     Agreement by the Consultant  shall not be deemed to be permanent  waiver of
     the  provision  or of any  subsequent  breach  of  the  same  or any  other
     provision of this Agreement.

Non Competition

22.  Weintraub  covenants  and agrees with the  Company  that for a period of 15
     years from the Effective  Date,  save with the prior written consent of the
     Company,  he will not, either individually or in partnership or conjunction
     with any other person or persons,  including  without  limitation any firm,
     association,  syndicate,  company  or  corporation,  as  principal,  agent,
     shareholder,  consultant,  employee or in any other manner whatsoever carry
     on, or be engage in, or concerned with, or advise, lend money to, guarantee
     the debts or  obligations  of, or permit his name to be used in  connection
     with the provision of funeral, burial and cremation services, including the
     provision  and  sale of  pre-need  cremation  services,  in the  States  of
     California,  Florida  or New  York;  provided  that  nothing  herein  shall
     preclude  Weintraub from being a security holder of a public  company,  the
     securities  of which are listed on any public  stock  exchange  or over the
     counter market, if the number of securities beneficially held by Weintraub,
     directly or indirectly, are such that he is not in a position to materially
     influence the conduct of its affairs.

23.  Notwithstanding  the  foregoing,  if  any  restriction  as to  time,  area,
     capacity  or  activity  imposed  on the  Consultant  by this  Agreement  is
     determined to be unreasonable or  unenforceable  pursuant to an arbitration
     proceeding as contemplated in paragraph 30 herein (the "Restriction"),  the
     Consultant  agrees that upon receiving  notice from the Company  specifying
     inclusion in this Agreement of a lesser time or area,  fewer  capacities or
     activities  or  lesser  scope  than  now  contained   herein  (the  "Lesser
     Restriction"),  this  Agreement  will  be  deemed  to  be  amended  by  the
     substitution  of the  Lesser  Restriction  for the  Restriction,  with  the
     retroactive effect to the Effective Date.



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24.  Weintraub  acknowledges  that the provisions of paragraphs 22 to 27 of this
     Agreement  have  been  considered  by him  and  are,  with  respect  to his
     interests and the interests of the Company, reasonable as to time, area and
     extent, having regard to all circumstances of the transaction  contemplated
     by this Agreement.

25.  The parties to this  Agreement  acknowledges  that a breach by Weintraub of
     any of the  covenants  in this  paragraph 22 would result in damages to the
     Company  and the  Company  would not  adequately  be  compensated  for such
     damages by monetary award. Accordingly,  Weintraub agrees that in the event
     of such breach, in addition to all other remedies  available to the Company
     at law or in equity, the Company is,  notwithstanding  paragraph 30 of this
     Agreement, entitled to apply to a court of competent equitable jurisdiction
     in the  Consultant's  domicile,  except in the case of a material breach of
     this Agreement by the Company, for such relief by way of restraining order,
     injunction, decree or otherwise, as may be appropriate to ensure compliance
     with the provisions of paragraph 22.

26.  The parties agree that  paragraphs  22 to 27 of this  Agreement are binding
     and  enforceable  and  will  survive  the  expiration  of the  Term  or any
     termination of this Agreement under paragraph 17 herein.

27.  The  parties  agree  that  all  restrictions  in  paragraphs  22 to 27  are
     necessary  and  fundamental  to  the  protection  of  the  Business  by the
     Operating  Entities and are reasonable  and valid,  and all defenses to the
     strict enforcement thereof by the Company are hereby waived by Weintraub.

Notices

28.  Any  notice,  payment,  or any or all  Material or other  instruments  that
     either  party may be required or may desire to give or deliver to the other
     shall be conclusively  deemed validly given or delivered to and received by
     the  addressee,  if  delivered  personally  on the  date of  such  personal
     delivery  or, if mailed,  on the third  business  day after the  mailing in
     British Columbia, by prepaid post addressed,  or if delivered via facsimile
     transmission, on the day following the day on which it was sent:

     (a)  if to the Company:

          Lari Corp.
          2424 North Federal Highway
          Boca Raton, Florida 33431
          Fax:  (561) 367-9763

          with a copy to then registered office of the Company;



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     (b)  if to the Consultant:

          Stein & Flugge, LLP
          9200 Sunset Boulevard, Suite 825
          Los Angeles, California 90069-3686
          Fax:  (310) 273-8706
          Attention:   Valerie Flugge, Esq.

29.  Either party may, from time to time advise the other, by notice in writing,
     of any change of  address  of the party.  From and after the giving of that
     notice,  the address therein specified shall be deemed to be the address of
     the party giving that notice.

General

30.  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,  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 and the  place of
     arbitration  shall  be  Los  Angeles,   California.  The  language  of  the
     arbitration  shall be English.  The parties  expressly waive and forego any
     right to punitive,  exemplary or other similar 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.

31.  Save and except as provided for in paragraph 23 of this  Agreement,  if any
     covenant,  obligation or agreement of this  Agreement,  or the  application
     thereof to any person or circumstance  shall, to any extent,  be invalid or
     unenforceable,  the remainder of this Agreement or the  application of such
     covenant,  obligation or agreement to persons or  circumstances  other than
     those  as to  which  it is held  invalid  or  unenforceable,  shall  not be
     affected  thereby  and each  covenant,  obligation  and  agreement  of this
     Agreement  shall be separately  valid and enforceable to the fullest extent
     permitted by the law

32.  This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties  hereto  and their  respective  heirs,  executors,  administrators,
     successors and assigns.

33.  All  currency  is in United  States of  America  dollars  unless  otherwise
     specifically stated.

34.  The headings  appearing in this  Agreement have been inserted for reference
     and as a matter of convenience and in not way define, limit, or enlarge the
     scope of any provision of this Agreement.



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35.  Time is of the essence of this Agreement.

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



LARI ACQUISITION COMPANY, INC.


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

SIGNED, SEALED AND DELIVERED by          )
EMANUEL WEINTRAUB in the presence        )
of:                                      )
                                         )
/s/ Valerie Flugge                       )
---------------------------------------- )
Witness                                  )
9200 Sunset Blvd., #825                  )
Los Angeles, CA 90069                    )     /s/ Emanuel Weintraub
---------------------------------------- )     --------------------------------
Address                                  )   EMANUEL WEINTRAUB
                                         )
Attorney                                 )
---------------------------------------- )
Occupation                               )
                                         )