EXHIBIT 10.11


DATED:  MARCH 31, 1999                                           $19,000,000.00



                                 PROMISSORY NOTE

NUMBER:  0001

FOR  VALUE  RECEIVED,  THE  UNDERSIGNED  (the  "Payor")  PROMISES  TO PAY to SEE
ATTACHED SCHEDULE "A" TO THIS NOTE, (the "Lenders"), or order, the principal sum
of  $19,000,000.00  (the  "Principal  Sum") with  interest at the rate of 9% per
annum to accrue from July 31, 1999 until fully paid, calculated as simple annual
interest to be paid on any unpaid sum of the Principal  Sum,  monthly in arrears
on the last day of each month  commencing on August 31, 1999,  until fully paid.
Payment shall be applied first to the payment of all accrued and unpaid interest
and then to the payment of the principal.

The Principal Sum together with all accrued and unpaid interest, if any, will be
due and payable, at the option of the Payor, as follows:

     (i)  $19,000,000.00 on or before July 31, 1999; or

     (ii) $9,000,000.00 on or before July 31, 1999 and  $10,000,000.00  together
          with all  accrued  and unpaid  interest  payable on or before July 31,
          2000.

The Principal sum and all interest and expenses,  if any,  owing under this Note
pursuant to those  certain  Share  Purchase  Agreements  and  Interest  Purchase
Agreements ("Purchase and Sale Agreements") are secured by that certain Security
Agreement  ("Security  Agreement"),  each of such foregoing  agreements being of
even  date  herewith  and each by and  between  the Payor  and the  Lenders,  or
Portions thereof,  (such Security Agreement,  Purchase and Sale Agreements,  and
all documents executed in connection with the foregoing, as such may be amended,
modified,  supplemented,  or  restated  from  time  to  time,  the  "Acquisition
Documents"),  which Acquisition  Documents  provide,  among other things,  for a
security  interest  in all of the  Payor's  right,  title,  and  interest in all
properties and assets, including,  without limitation,  those purchased from the
Lenders of and  pertaining  to the  business or  providing  funeral,  burial and
cremation  services and the  provision and sale of pre-need  cremation  services
carried on by the Payor, its affiliates and/or subsidiaries.

If the Payor fails to make any payments  due under this Note when such  payments
are due,  save and except for any  non-payments  due to any  set-off  rights the
Payor may have against the  Lenders,  or in the event of any breach of the terms
or agreements of the Security  Agreement,  without the Payor satisfying any cure
provisions  thereunder,  the  entire  unpaid  principal  balance  of this  Note,
together with all accrued and unpaid interest,  shall become immediately due and
payable  prior to the  specified  due date of this  Note,  all of the  foregoing
without  prejudice to any other  rights,  recourses  or remedies  which may have
accrued  in favor  of the  Lenders  as a result  of the  default  of the  Payor,
including,  without limitation,  the Lenders' rights pursuant to the Acquisition
Documents.  Provided,  however, that in the event any installment is not paid as
of the due date and there is no other default by the Payor under the Acquisition
Documents, the Payor shall have the right to cure such default by payment to the
Lenders  of the  amount of the  installment  as to which a payment  default  has
occurred  together with any accrued  interest from the date of default until the
date  of  cure,  provided,   further,  that  such  right  of  cure  shall  lapse
automatically  on the date that is 30 days after the date the Lenders deliver to
the Payor  written  notice of such  default.  In the event that such cure is not
timely  made,  the prior  acceleration  by the  Lenders,  if any,  shall  remain
effective and the entire  accelerated amount due, with interest from the date of
default computed as the accelerated amount, shall be immediately due and paying,
and the  Lender  shall be  entitled  to pursue  all of their  other  rights  and
remedies. If an action is instituted to collect this Note, the Payor promises to
pay all costs and expenses  (including  reasonable  attorneys' fees) incurred in
connection with such action.

A waiver of any term of this Note,  the  Acquisition  Documents or of any of the
obligations   secured   thereby  must  be  made  in  writing  and  signed  by  a
duly-authorized  officer of the Lenders and any such waiver  shall be limited to
its express  terms.  No delay by the Lenders in acting with respect to the terms
of this Note or the  Acquisition  Documents  or any of the  obligations  secured
thereby  shall  constitute  a waiver of any  breach,  default  or  failure  of a
condition under this Note, the Acquisition  Documents or the obligations secured
thereby.

The Payor waives presentment,  demand, notice of dishonor,  notice of default or
delinquency,  notice of acceleration,  notice of protest and non-payment, notice
of costs,  expenses  or losses  and  interest  thereon,  notice of  interest  on
interest and diligence in taking any action to collect any sums owing under this
Note or in proceeding against any of the rights or interests in or to properties
securing  payment of this Note.  The foregoing  waiver of defenses  shall not be
construed to limit or impair the Payor's right to cure as provided above.

The  undersigned,  if not in default  under this Note, or under the terms of any
security for the repayment of the monies evidenced hereby, may prepay all or any
amount  owing  hereunder,  upon  payment to the  Lenders of interest at the rate
aforesaid  to the date of such  prepayment,  on the amount so  prepaid,  without
notice or bonus.

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

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.


                                   LARI ACQUISITION COMPANY, INC.


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