EXHIBIT 10.2


                            SHARE PURCHASE AGREEMENT


                                     BETWEEN


                Lari Acquisition Company, Inc. (the "Purchaser"),
             the Emanuel Weintraub Inter Vivos Trust (the 'Trust'),
                        Emanuel Weintraub ("Weintraub"),
                      Neptune Management Corp. ("Neptune"),
                    Heritage Alternatives, Inc. ("Heritage"),
                Neptune Pre-Need Plan, Inc. ("Neptune Pre-Need")
          (the Trust, Weintraub, Neptune, Heritage and Neptune Pre-Need
                 are collectively referred to as the "Vendors")
                            and Lari Corp. ("Lari").





                              DATED: March 26, 1999



<PAGE>





                                TABLE OF CONTENTS
<TABLE>

                                                                                                               Page
                                                                                                               ----
<S>    <C>                                                                                                       <C>
1      INTERPRETATION.............................................................................................2
       1.1      Definitions.......................................................................................2
       1.2      Schedules.........................................................................................2
       1.3      Division, Headings, Index.........................................................................5
       1.4      Gender and Number.................................................................................6
       1.5      Currency..........................................................................................7

2      PURCHASE AND PURCHASE PRICE................................................................................7
       2.1      Purchase..........................................................................................7
       2.2      Payment of Purchase Price.........................................................................7
       2.3      Elections.........................................................................................7
       2.4      Effective Date....................................................................................8
       2.5      Excluded Assets and Excluded Liabilities..........................................................8
       2.6      Reconciliation....................................................................................8
       2.7      Payment of Difference.............................................................................8
       2.8      Right of Set-Off..................................................................................8
       2.9      Assignment of Accounts Receivable.................................................................8

3      JOINT AND SEVERAL REPRESTATIONS AND WARRANTIES
                OF THE VENDORS WITH RESPECT TO THE OPERATING ENTITIES.............................................8
       3.1      Corporate Status and Authority....................................................................8
       3.2      Share Capital and Partnership Units:..............................................................9
       3.3      Assets...........................................................................................10
       3.4      Trust Accounts...................................................................................11
       3.5      Business Operations..............................................................................12
       3.6      Financial........................................................................................12
       3.7      Banking..........................................................................................15
       3.8      Insurance........................................................................................15
       3.9      Tax Matters......................................................................................16
       3.10     Employee Matters.................................................................................17
       3.11     Litigation and Claims............................................................................18
       3.12     Contracts and Commitments........................................................................18
       3.13     Contingency and Environmental Liabilities........................................................19
       3.14     Effect of this Transaction.......................................................................20

4      REPRESENTATIONS AND WARRANTIES OF THE TRUST...............................................................21
       4.1      Individual Authority.............................................................................21
       4.2      Receipt of the Securities........................................................................21
       4.3      Solicitation.....................................................................................21
       4.4      Accredited Investor..............................................................................21
       4.5      Residency........................................................................................21
       4.6      Joint and Several................................................................................21

5      COVENANTS OF THE VENDORS..................................................................................22
       5.1      Access to the....................................................................................22
</TABLE>


<PAGE>

                                      -2-


<TABLE>
<S>    <C>                                                                                                       <C>

       5.2      Delivery of Books and Records....................................................................23
       5.3      Conduct Prior to Closing.........................................................................23
       5.4      Delivery of Documents............................................................................23
       5.5      Minority Shares:.................................................................................24
       5.6      Joint and Several................................................................................24
       5.7      Vendors' Taxes...................................................................................24

6      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER................................................24
       6.1      Corporate Status and Authority...................................................................24
       6.2      Authorizations...................................................................................24
       6.3      Regulatory Approval..............................................................................24
       6.4      Share Transfer Restrictions......................................................................25
       6.5      Issued Share Capital.............................................................................25
       6.6      Fully Paid Shares................................................................................25
       6.7      General Security Agreement.......................................................................25
       6.8      Purchaser's Liabilities..........................................................................25

7      CONDITIONS OF CLOSING.....................................................................................25
       7.1      Conditions of Closing in Favour of the Purchaser.................................................25
       7.2      Conditions of Closing in Favour of the Vendors...................................................27
       7.3      Parties' Efforts.................................................................................38

8      CLOSING ARRANGEMENTS......................................................................................28
       8.1      Place of Closing.................................................................................28
       8.2      Transfer.........................................................................................28
       8.3      Further Assurances...............................................................................29

9      LIABILITY FOR CLAIMS......................................................................................29
       9.1      Claims...........................................................................................29
       9.2      Subrogation......................................................................................30
       9.3      Insurance........................................................................................30

10     INDEMNITY.................................................................................................30
       10.1     Known Actions and Proceedings....................................................................30
       10.2     Right to Set-Off.................................................................................31

11     GENERAL MATTERS...........................................................................................31
       11.1     Governing Law and Arbitration....................................................................31
       11.2     Entire Agreement.................................................................................31
       11.3     Assignment.......................................................................................31
       11.4     Public Notices...................................................................................31
       11.5     Confidential Information.........................................................................32
       11.6     Non-Waiver.......................................................................................32
       11.7     Indemnification in Respect of Brokers or Agents..................................................32
       11.8     Expenses.........................................................................................32
       11.9     Notices..........................................................................................32
</TABLE>



<PAGE>


                                       -3-

<TABLE>
<S>    <C>                                                                                                       <C>

       11.10    Time of the Essence..............................................................................33
       11.11    Further Assurances...............................................................................33
       11.12    Severability.....................................................................................33
       11.13    Counterparts.....................................................................................34

</TABLE>







<PAGE>


                            SHARE PURCHASE AGREEMENT

THIS  AGREEMENT is dated for reference the 26th day of March,  1999 between Lari
Acquisition Company, Inc., a company incorporated under the laws of the State of
California  (the  "Purchaser"),  the  Emanuel  Weintraub  Inter Vivos Trust (the
"Trust"),  Emanuel Weintraub,  a businessman  ("Weintraub"),  Neptune Management
Corp.,  a  company  incorporated  under  the  laws of the  State  of  California
("Neptune"),  Heritage Alternatives, Inc., a company incorporated under the laws
of the State of California ("Heritage"),  Neptune Pre-Need Plan, Inc., a company
incorporated under the laws of the State of California ("Neptune Pre-Need") (the
Trust,  Weintraub,  Neptune,  Heritage  and Neptune  Pre-Need  are  collectively
referred to as the "Vendors") and Lari Corp., a company  incorporated  under the
laws of the State of Florida ("Lari").

WHEREAS:

A.   Neptune  is the  general  partner  and a 50%  owner of each of  Neptune-Los
     Angeles,  Ltd.,  a  limited  partnership  under  the  laws of the  State of
     California  ("Neptune  LA"),   Neptune-Santa   Barbara,   Ltd.,  a  limited
     partnership  under  the laws of the  State of  California  ("Neptune  SB"),
     Neptune-Miami,  Ltd., a limited  partnership under the laws of the State of
     Florida ("Neptune MI"), Neptune-St. Petersburg, Ltd., a limited partnership
     under  the  laws of the  State of  Califomia  ("Neptune  SP"),  Neptune-Ft.
     Lauderdale,  Ltd.,  a  limited  partnership  under the laws of the State of
     Florida ("Neptune FT"),  Neptune-Nassau,  Ltd., a limited partnership under
     the   laws   of   the   State   of   California    ("Neptune    NA"),   and
     Neptune-Westchester,  Ltd.,  a  limited  partnership  under the laws of the
     State of California ("Neptune WT").

B.   Heritage is the general  partner and a 50% owner of Heritage  Alternatives,
     L.P.,  a limited  partnership  under  the laws of the  State of  California
     ("Heritage ALT").

C.   The Vendors operate and carry on a funeral,  burial and cremation  business
     known as "Neptune  Society"  operating  under  Neptune,  Heritage,  Neptune
     Pre-Need (collectively,  the "Companies"),  Neptune LA, Neptune SB, Neptune
     MI,  Neptune  SP,  Neptune  FT,  Neptune NA,  Neptune WT and  Heritage  ALT
     (collectively, the "Partnerships").

D.   The Trust is the legal and beneficial owner of the following:

     (i)  82% of the issued and outstanding shares of Neptune;
     (ii) 95% of the issued and outstanding shares of Heritage; and
     (iii) all of the issued and outstanding shares of Neptune Pre-Need.

E.   The Trust has agreed to sell all of its issued  and  outstanding  shares in
     the  Companies  and the  Purchaser has agreed to purchase all of its issued
     and outstanding shares in the Companies.



<PAGE>


                                      - 2 -



NOW  THEREFORE,  in  consideration  of $10.00  payable by the  Purchaser  to the
Vendors,  the mutual  covenants and  agreements  contained in this Agreement and
other good and valuable  consideration,  the receipt and sufficiency of which is
acknowledged, the parties agree as follows:

1    INTERPRETATION

1.1  Definitions:  In this  Agreement and in any schedules and  amendments,  the
     following  terms shall have the meanings set forth below unless the context
     otherwise requires:

     (a)  "Agreement" means this Agreement  including the Schedules  attached as
          the same may be amended or supplemented from time to time;

     (b)  "Assets" means all of the Companies' and/or the  Partnerships'  rights
          in the Pre-Need Contracts,  the Trust Accounts, the Intangible Assets,
          the Land and Buildings,  the Leased Assets,  the Leases,  the Material
          Contracts  and  all  other  leases  and  contracts,   subject  to  the
          Purchaser's  right not to assume  specific  contracts,  the  Specified
          Assets,  the Other  Operating  and Fixed  Assets  and all other  fixed
          assets  and  equipment  used in  connection  with  the  Business,  all
          licenses  and other  rights  required  in order for the  Purchaser  to
          operate  the  Business,  the  Insurance  Policies,  all  existing  and
          prospective  customer lists, lists of suppliers,  employee  contracts,
          promotional  material,  websites and electronic  commerce sites, price
          lists, the Books and Records and other information relating to the day
          to day  carrying on of the  Business but does not include the Excluded
          Assets or the Excluded Liabilities;

     (c)  "Books and Records" means all files, ledgers,  correspondence,  lists,
          manuals,  reports,  texts,  notes,  memoranda,   invoices,   receipts,
          accounts,  financial  statements,  financial working papers,  computer
          discs,  tapes or other  means of  electronic  storage,  and all  other
          records or documents of any nature or kind whatsoever belonging to the
          Vendors and the Partnerships in connection with the Business;

     (d)  "Business"  means  the  business  of  providing  funeral,  burial  and
          cremation  services  including  the  provision  and  sale of  pre-need
          cremation  services  carried on by the Vendors directly and indirectly
          through the  Partnerships and any other business now carried on by the
          Vendors and the Partnerships;

     (e)  "Business Day" means any day except Saturday,  Sunday or any statutory
          holiday in the State of California;

     (f)  "Charter   Documents"  means  articles,   articles  of  incorporation,
          memorandum,   memorandum  of  association,  articles  of  association,
          by-laws,  limited  partnership  agreements  or any similar  constating
          document of a corporate or limited partnership entity;


<PAGE>


                                      - 3 -

     (g)  "Claim" means any claim by the Purchaser  against the Vendors,  or the
          Vendors  against  the  Purchaser,  for any  breach of  representation,
          warranty,  covenant or other agreement or obligation of the Vendors or
          Purchaser pursuant to this Agreement;

     (h)  "Closing"  means  the  completion  of the  sale  and  purchase  of the
          Weiritraub Shares as provided in this Agreement;

     (i)  "Closing  Date" means  April 9, 1999 or such  earlier or later date as
          the parties may agree to in writing;

     (j)  "Encumbrances"  means  and  includes,  whether  or not  registered  or
          recorded, any and all:

          (i)       mortgages,  assignments of rent,  liens,  licences,  leases,
                    charges, security interests,  hypothecs, and pledges whether
                    fixed or floating against property (whether real,  personal,
                    mixed,   tangible  or  intangible),   or  conditional  sales
                    contracts or title retention  agreements or equipment trusts
                    or financing leases relating  thereto,  or any subordination
                    to any right or claim of others in respect thereof;

          (ii)      claims,  interests and estates against or in proper (whether
                    real,  personal,  mixed,  tangible or intangible)  including
                    easements,  rights-of-way servitudes or other similar rights
                    in property granted to or reserved or taken by any person or
                    any governmental body or authority;

          (iii)     any  option,  or other  right to  acquire,  or  acquire  any
                    interest in, any property; and

          (iv)      other  encumbrances  of  whatsoever  nature and kind against
                    property  (whether  real,  personal,   mixed,   tangible  or
                    intangible);

     (k)  "Effective Date" means March 31, 1999;

     (1)  "Escrow  Agent" means City National  Bank at 400 North Roxbury  Drive,
          Suite 600, Beverly Hills, California, USA 90210;

     (m)  "Excluded  Assets"  means  the  accounts  receivable  balance  for the
          (at-need)  services in the accounts of the Partnerships,  the cash and
          cash  equivalents  at the  Effective  Date  and  the  balance  of cash
          remaining from the collection of accounts  receivable at the Effective
          Date from the sale of pre-need services prior to the Effective Date up
          to and  including  the close of  business  on April 23,  1999 less the
          amounts due and owing for merchandise, commissions, taxes of all kinds
          and payments due to the Trust Accounts in accordance with the Pre-Need
          Contracts sold to the Effective Date;


<PAGE>

                                      - 4 -



     (n)  "Excluded  Liabilities"  means  all  actual  or  accrued  liabilities,
          including but not limited to all trade payables,  commissions payable,
          sales tax,  employee  remittances of every kind  whatsoever,  federal,
          municipal,  and/or state taxes of any kind whatsoever, with respect to
          the Operating  Entities up to the Effective Date and partnership draws
          accrued to the Effective Date for the benefit of the limited  partners
          of Neptune FT, Neptune NA, Neptune Ml, Neptune SP and Neptune WT;

     (o)  "Insurance  Policies"  means those  insurance  policies  described  in
          Schedule J;

     (p)  "Intangible  Assets" means those  registered and  unregistered  names,
          trade  names,  trademarks,  designs,  copyrights,  patents and similar
          rights  specifically  including but not limited to the Trade Names and
          any proprietary software as described in Schedule E;

     (q)  "Land and Buildings" means those interests in real property  described
          in Schedule D;

     (r)  "Leased  Assets"  means those assets  included in the Assets which are
          leased by any of the Operating Entities as lessee and as are described
          in Schedule B;

     (s)  "Leases"  means the leases under which the Leased Assets are leased by
          any of the Operating  Entities;

     (t)  "Material  Contracts"  means those  contracts  described in Subsection
          3.12;

     (u)  "Operating Entities" means each of the Companies and the Partnerships;

     (v)  "Other  Operating and Fixed  Assets"  means those  operating and fixed
          assets described in Schedule F;

     (w)  "Person" means an individual, a corporation,  a partnership,  a trust,
          an   unincorporated   organization   or   a   government   agency   or
          instrumentality;

     (x)  "Place of Closing"  means the offices of DuMoulin & Boskovich at Suite
          1800, 1095 West Pender Street, Vancouver, B.C.;

     (y)  "Pre-Need  Contracts"  means those  pre-need  contracts  for cremation
          services  sold  prior to the  death of the  beneficiary  by or for the
          Operating Entities, their predecessors and assignors for the provision
          of funeral cremation services as described in Schedule N;

     (z)  "Purchase Price" has the meaning ascribed thereto in Subsection 2.1 of
          this Agreement;


<PAGE>

                                      - 5 -



     (aa) "Securities" means the Note, the Lari Shares and the Weintraub Note as
          described in Subsection 2.2 of this Agreement;

     (ab) "Specified  Assets" means those specified assets described in Schedule
          C;

     (ac) "Time of  Closing"  means the time at which the Closing  takes  place,
          which shall be 10:00 am, at the Place of Closing on the  Closing  Date
          or such other time as the parties may agree upon;

     (ad) "Trade Name" means "Neptune Society";

     (ae) For further clarification, "Trust" means the trust created and defined
          by the Emanuel  Weintraub Inter Vivos Trust Agreement,  dated February
          26, 1996;

     (af) "Trustee" means Emanuel Weintraub as trustee of the Trust;

     (ag) "Trust  Accounts" means all cash,  funds and accounts and investments,
          as  described in Schedule G, which arise from the sale of the Pre-Need
          Contracts which are administered in trust by the Operating Entities;

     (ah) "Unaudited   Financial   Statements"  means  the  unaudited  financial
          statements of each of the Companies and the  Partnerships  (except for
          Heritage), for the 12 month period ending December 31, 1998, a copy of
          each of which is incorporated as Schedule H; and

     (ai) "Weintraub  Shares"  means  the  shares  in the  capital  of  Neptune,
          Heritage and Neptune Pre-Need beneficially owned by Weintraub,  either
          directly or  indirectly,  at the Time of Closing being that number and
          class of shares set out in Schedule A to this Agreement.

1.2  Schedules: The following are the schedules delivered concurrently with, and
     incorporated in, this Agreement:

<TABLE>
      Schedule          Description                                                                Reference
      --------          -----------                                                                ---------
      <S>               <C>                                                                        <C>
         A              Authorized and Issued Share Capital of Each of the Companies                3.2(a)(b)
                        and Issued  Partnership Units of Each of the Partnerships

         B              List of Leased Assets                                                       3.3(b)

         C              List of Specified Assets                                                    3.3(d)

         D              List of Land and Buildings                                                  3.3(h)
</TABLE>


<PAGE>

                                      - 6 -



<TABLE>
   Schedule             Description                                                             Reference
   --------             -----------                                                             ---------
      <S>               <C>                                                                     <C>
     E                  List of Intangible Assets                                                3.3(i)

     F                  List of Other Operating and Fixed Assets                                 3.3(j)

     G                  List of Trust Accounts                                                   3.4(a)

     H                  Unaudited Financial Statements                                           3.6(a)

     I                  List of Bank Accounts                                                    3.7(b)

     J                  List of Insurance Policies                                               3.8(a)(b)(c)

     K                  List of Employees and Employee Benefit Plans                             3.10(a)(c)

     L                  List of Adverse Proceedings                                              3.8(c) and
                                                                                                 3.11(a)

     M                  List of Material Contracts                                               3.12(a)

     N                  List of Pre Need Contracts                                               3.12(b)

     O                  Required Consents                                                        3.14(a) and
                                                                                                 8.1(a)

     P                  Certificate of Accredited Investor                                       8.1(d)

     Q                  Minority Shareholder Agreements                                          8.1(k)

     R                  Interest Purchase Agreements                                             8.1(l)

     S                  Weintraub Consulting Agreement                                           8.1(n)

     T                  Miller Employment Agreement                                              8.1(o)

     U                  Form of Note                                                             2.4(c)

     V                  Form of Weintraub Note                                                   2.4(d)

     W                  Limited Partner Units Not Tendered                                       6.1
</TABLE>


1.3  Division,  Headings,  Index:  The division of this Agreement into sections,
     subsections  and  paragraphs  and the  insertion  of headings and any index
     provided are for  convenience  of  reference  only and shall not affect the
     construction or interpretation of this Agreement.

1.4  Gender and Number:  Unless the context otherwise requires,  words importing
     the singular  include the plural and vice versa and words importing  gender
     include both genders.


<PAGE>

                                      - 7 -



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

2    PURCHASE AND PURCHASE PRICE

2.1  Purchase:  On the  Closing  Date and  subject  to the terms and  conditions
     contained in this Agreement,  the Trust shall sell, assign and transfer the
     Weintraub  Shares  and Lari  through  the  Purchaser,  shall  purchase  the
     Weintraub Shares for the aggregate price of  $14,698,017.00  (the "Purchase
     Price").

2.2  Payment of Purchase Price: At the Time of Closing,  the Purchase Price will
     be payable by the Purchaser to the Trust as follows:

     (a)  the sum of $506,583.00  by way of a solicitor's  cheque payable to the
          Escrow Agent;

     (b)  513,273 shares of common stock of Lari (the "Lari  Shares")  issued by
          Lari to the Trust and  delivered  to the Escrow Agent in trust for the
          benefit of the Trust,  provided  that the closing price of such shares
          on the NASD OTC on the trading day that is two Business  Days prior to
          the Closing Date (the "Price  Date") is equal to or greater than $5.00
          per share (the "Deemed Price").  In the event that the Deemed Price is
          less  that  $5.00  per share on the Price  Date,  the  Purchaser  will
          deliver on Closing  the Lari  Shares plus that number of shares in the
          common trading stock of Lari which will increase the aggregate  deemed
          value of the Lari Shares to $2,566,368.00;

     (c)  the sum of $9,625,069.00 by way of an undivided  interest to the Trust
          in a  promissory  note in the  form  attached  as  Schedule  U to this
          Agreement (the "Note"), delivered to the Escrow Agent in trust for the
          benefit of the Trust; and

     (d)  the sum of  $2,000,000.00  by way of a promissory  note payable by the
          Purchaser  to the Trust in the form  attached  as  Schedule  V to this
          Agreement (the "Weintraub Note");

     which  shall be good and  sufficient  payment to the Trust to the extent of
     such amounts.

2.3  Effective  Date:   Notwithstanding   the  Closing  Date,  all  transactions
     contemplated  in this Agreement will be effective on the Effective Date and
     all income from the  Business  will accrue to the benefit of the  Purchaser
     from the Effective Date.

2.4  Excluded  Assets and  Excluded  Liabilities:  From and after the  Effective
     Date, the Purchaser will have operational control and responsibility of the
     management of the Excluded Assets and Excluded Liabilities.


<PAGE>

                                      - 8 -



2.5  Interim Payments: The Purchaser will cause the Operating Entities to pay to
     the  Trust  on each of May 17,  1999  and  June  15,  1999,  an  amount  of
     $200,000.00  (or such lesser amount in the event that there is insufficient
     working capital to operate the Business in the ordinary  course) subject to
     withholding  or  to  other  statutory  deductions,  if  any  (the  "Interim
     Payments").

2.6  Reconciliation: On or before June 30, 1999 (the "Reconciliation Date"), the
     Purchaser will provide to Weintraub a reconciliation of the Excluded Assets
     and  Excluded  Liabilities,  being  that  amount of cash,  collections  and
     amounts  paid,  respectively,  from the  Effective  Date  less the  Interim
     Payments.

2.7  Payment of Difference:  Any amount of cash and collected  receivables  that
     pertain  to the  Excluded  Assets,  which is in  excess  of the  amount  of
     payments  that  pertain  to  the  Excluded  Liabilities  plus  any  Interim
     Payments,  will be paid by the Purchaser to the Trust on or before July 15,
     1999.  Any amount of cash and  collected  receivables  that  pertain to the
     Excluded  Assets which is less than the amount of payments  that pertain to
     the  Excluded  Liabilities  plus  any  Interim  Payments  will  be  paid by
     Weintraub to the Purchaser on or before July 31, 1999.

2.8  Right of  Set-Off:  In the event  that  Weintraub  owes the  Purchaser  any
     amounts in connection with the  reconciliation  set forth in Section 2, the
     Purchaser  and Lari have the right to set-off any such  amount  against any
     money due and owing to Weintraub or to the Trust from the Purchaser or Lari
     under this or any other Agreement.

3    JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES
     OF THE VENDORS WITH RESPECT TO THE OPERATING ENTITIES

The Vendors  jointly and  severally  represent  and warrant to the  Purchaser as
follows and acknowledge that the Purchaser is relying upon such  representations
and warranties in connection with the purchase of the Weintraub Shares:

3.1  Corporate Status and Authority:

     (a)  Corporate  Status:  Each  of the  Operating  Entities  has  been  duly
          organized  and is  validly  subsisting  under the laws of the State of
          California  or the  State of  Florida  as the case may be and have all
          requisite  power and  capacity to own or lease the Assets and to carry
          on the  Business.  The  Operating  Entities  are  duly  qualified  and
          licensed to carry on their business in all  jurisdictions in which the
          nature of their  business or the properties and assets owned or leased
          by them make such qualification and licensing  necessary and where the
          failure to be so qualified and licensed would have a material  adverse
          effect on the Business or the Assets;


<PAGE>

                                      - 9 -



     (b)  Amendments  to  Charter:  The  Operating  Entities  have  not made any
          amendments  to their  Charter  Documents  other than  those  expressly
          reflected in their corporate records; and

     (c)  Corporate Records:  The corporate and/or limited  partnership  records
          and minute  books of the  Operating  Entities  accurately  reflect all
          material proceedings of its directors and shareholders and partnership
          proceedings,  as the case may be, and include  complete  and  accurate
          minutes of all meetings of its directors, shareholders or partners, as
          the case may be,  copies of all  resolutions  passed,  up-to-date  and
          accurate  shareholder,   director  and  partner  registers,   transfer
          registers and any other  corporate and limited  partnership  registers
          required to be maintained by the Operating  Entities.  All meetings of
          shareholders,  directors and  partners,  as the case may be, were duly
          called and held and all resolutions, whether passed at meetings, or in
          writing,  are valid and effectual in all cases where the matters dealt
          with at such  meetings  or in such  resolutions  could have a material
          effect on the Operating Entities as the case may be.

3.2  Share Capital and Partnership Units:

     (a)  Share Capital:  The authorized and issued share capital of each of the
          Companies is accurately described in Schedule A to this Agreement. The
          shares shown as  constituting  the issued share capital of each of the
          Companies have been duly issued and are outstanding and are fully paid
          and non-assessable;

     (b)  Partnership  Units: The total number of partnership  units outstanding
          in the  capital  stock  of  each  of the  Partnerships  is  accurately
          described in Schedule A to this Agreement; and

     (c)  Rights to Acquire  Securities:  No person has any  agreement,  option,
          right or privilege (whether by law, pre-emptive,  or contractual),  or
          any interest capable of becoming an agreement,  including  convertible
          securities,  warrants,  or convertible  obligations of any nature, for
          the  purchase,  subscription,  allotment  or  issuance  of  any of the
          unissued  shares  of any of the  Companies  or any of the units in the
          capital stock of each of the Partnerships.

3.3  Assets:

     (a)  Ownership:  Except for the Leased Assets,  the Operating Entities have
          good and  marketable  title to all of the Assets free and clear of all
          Encumbrances;

     (b)  Leased  Assets:  The Leased Assets are held under valid and subsisting
          Leases,  each of which is listed in  Schedule B. Each Lease is in full
          force and effect and without amendment thereto, and the Leases and the
          Leased Assets are free and


<PAGE>

                                     - 10 -



          clear of all Encumbrances. Except for the Leases, there are no leases,
          agreements  to lease,  tenancy  arrangements  or licences to which the
          Operating  Entities  are a party  which  have a  capitalized  value in
          excess of $1,000. The Operating Entities have not previously  assigned
          the Leases nor sublet their interest in any of the Leased Assets under
          the Leases.  The Operating Entities have not released any of the other
          parties  to  such  leases  from  the   performance  of  any  of  their
          obligations  thereunder.  The Operating  Entities are not in breach of
          any of the terms of any  Leases,  and the Vendors are not aware of any
          of the other parties to the Leases being in breach of any of the terms
          of the Leases,  and, to the best of the  knowledge of the Vendors,  no
          event or condition has occurred  which,  either  immediately  or after
          notice or lapse of time or both,  could give rise to the  cancellation
          or  termination  of any of the  Leases.  There are no  prepaid  rents,
          rent-free periods or outstanding lessor's contributions or obligations
          for  lessee  incentives  under  any of the  leases  which  consist  of
          subleases  under which the  Operating  Entities are a  sublessor.  The
          Vendors  have no  knowledge  of anything or matter which does or shall
          give any of the  sublessees  under any of the  subleases  any right of
          abatement,  set-off or deduction in respect of the rent payable by the
          sublessees;

     (c)  Condition of Assets: To the best of the knowledge of the Vendors,  all
          fixed assets and equipment owned or used by the Operating  Entities in
          the  conduct  of the  Business  all,  of which  is  listed  in  either
          Schedules  C or F,  have  been  properly  maintained  and  are in good
          working order and contain no defects which could adversely  affect the
          operation of the Business to any material degree;

     (d)  Condition of Specified Assets: The Specified Assets have been properly
          maintained  and are in good working order and contain no defects which
          could  adversely  affect the operation of the Business to any material
          degree;

     (e)  Rights to Assets: No present or former director, officer,  shareholder
          or  partner of the  Operating  Entities  or any person not  dealing at
          arm's length with any of the foregoing  owns directly or indirectly or
          has any  agreement,  option or  commitment  to acquire  or lease,  any
          property, asset, right or license used by the Business;

     (f)  Zoning: All real property at which the Operating Entities carry on the
          Business  is zoned to permit the  particular  activity  carried out on
          such property;

     (g)  Rents and Taxes: All rents,  operating costs,  property taxes (whether
          municipal,  school,  general and special  taxes,  rates,  assessments,
          local  improvements  charges  or  frontage  taxes),   business  taxes,
          development  cost  charges,  other  subdivision  charges and costs and
          other  levies  which are  chargeable  against  the Land and  Buildings
          leased by the  Operating  Entities  have been paid in fill  unless the
          same are not due and payable;


<PAGE>

                                     - 11 -



     (h)  Land  and  Buildings:  The list  the  Land  and  Buildings  set out in
          Schedule D accurately reflects all interests of the Operating Entities
          in real  property  used in the  conduct of the  Business.  The Vendors
          represent that all agreements with respect to the Operating  Entities'
          interests  in the  Land and  Buildings  are in force  and  effect  and
          without  amendment thereto and the interests in the Land and Buildings
          are free and clear of all  Encumbrances.  To the best of the knowledge
          of the Vendors,  neither  asbestos nor urea  formaldehyde  foam is now
          used in any of the buildings listed in Schedule D;

     (i)  Intangible  Assets: The list the Intangible Assets set out in Schedule
          E accurately  reflects all registered and  unregistered  names,  trade
          names,  trademarks,  designs,  copyrights,  patents and similar rights
          specifically  including  but not  limited  to the Trade  Names and any
          proprietary software used in connection with the Business and/or owned
          or  held  by  the  Operating  Entities  on the  date  hereof  free  of
          Encumbrances; and

     (j)  Other  Operating  and Fixed Assets:  The list the Other  Operating and
          Fixed Assets set out in Schedule F accurately  reflects all  operating
          and fixed assets  owned or held by the  Operating  Entities  having an
          original  capital  cost  of  $500 or  more  which  are  not  disclosed
          elsewhere in this  Subsection  3.3.  Except for sales and purchases in
          the ordinary  course of business since January 12, 1999, the Operating
          Entities own such assets on the date hereof free of Encumbrances.

3.4  Trust Accounts:

     (a)  The Trust  Accounts  described in Schedule G  accurately  reflects all
          funds received by the Operating  Entities in connection  with the sale
          of  pre-need   funeral   arrangements  or  for   undelivered   funeral
          merchandise  which has been placed in the Trust  Accounts on behalf of
          the  pre-need  customer  to the  extent  required  by the terms of the
          Pre-Need  Contract with the customer and as required by the applicable
          laws and  regulations  governing  the  Trust  Accounts  as of the date
          indicated in Schedule G;

     (b)  All  investments  of the Trust  Accounts  are in  accordance  with all
          applicable  state and federal laws and  regulations  pertaining to the
          investment and administration of such Trust Accounts; and

     (c)  The  Operating  Entities  have  delivered to the  customer,  or at the
          election of the customer  stored for the benefit of the customer,  all
          pre-need  merchandise  sold by the Operating  Entities to the customer
          under the Pre-Need Contracts. Any such storage of merchandise is in an
          appropriate  storage  facility in accordance  with the applicable laws
          and regulations regarding such storage.


<PAGE>

                                     - 12 -



3.5  Business Operations:

     (a)  Operating  Authorities:  Except as set forth in Subsection  3.11,  the
          Operating  Entities have  acquired,  and currently  hold, all permits,
          licenses, consents,  authorizations,  approvals,  privileges, waivers,
          exemptions,  orders,  certificates,   rulings,  agreements  and  other
          concessions  granted  by or  entered  into  with any  governmental  or
          regulatory  authority  required in  connection  with the Assets or the
          Business,  that are  material to the Assets or the Business and all of
          the foregoing are in good standing and are being  complied with in all
          material respects;

     (b)  Compliance  with Laws: The Operating  Entities are operating and using
          the Assets,  and are conducting the Business,  in compliance  with all
          applicable  laws and  regulations  of each  jurisdiction  in which the
          Assets are located or in which they conduct the Business; and

     (c)  Jurisdictions in which Business is Carried On: The Operating  Entities
          do not  carry  on the  Business  or own or  lease  any  assets  in any
          jurisdiction  other  than in the  State of  California,  the  State of
          Florida and the State of New York which would require  registration or
          licensing in such jurisdiction.

3.6  Financial:

     (a)  Unaudited Financial  Statements:  The Unaudited  Financial  Statements
          present fairly in all material respects the financial  position of the
          Operating  Entities as at the respective  dates of the said statements
          and the results of their operations for the 12 month period then ended
          in  accordance  with  accounting  principles  used  by  the  Operating
          Entities applied on a basis consistent annually except as noted in the
          Thomas-Pierce  & Company  reconciliations  as  reviewed  by Deloitte &
          Touche.

     (b)  No Material  Change:  Since January 12, 1999 and up to the date hereof
          there has been no material  adverse  change in the nature or condition
          of the Assets or the Business,  financial or otherwise, except changes
          occurring in the ordinary  course of its business,  nor has there been
          any  development  or threatened or probable  development  of which the
          Vendors are aware which materially and adversely affects the Assets or
          the Business.  The Business has been carried on in the ordinary course
          as it had previously  been carried on. In addition,  save as disclosed
          herein, since January 12, 1999 and up to the date hereof the Operating
          Entities have not:

          (i)       issued any shares, units or other securities;


<PAGE>

                                     - 13 -


          (ii)      incurred   any   liability   or   obligation   (absolute  or
                    contingent)  save  current   liabilities   incurred  in  the
                    ordinary  course of  business  which as to their  nature and
                    amount are consistent with the Business as carried on;

          (iii)     discharged  or  satisfied  any   Encumbrance   or  paid  any
                    obligation or liability  (absolute or contingent) except for
                    current  liabilities  incurred  in the  ordinary  course  of
                    business and except for regularly scheduled payments of term
                    debt and lease payments;

          (iv)      declared, paid, authorized or made any dividend,  payment or
                    distribution  of any kind or nature to its  shareholders  or
                    partners in their  capacity as such or redeemed or purchased
                    or otherwise  acquired any of its capital stock or agreed to
                    do  so  except  for  an  accrual  included  as  an  Excluded
                    Liability  at March  31,  1999 in the  aggregate  amount  of
                    $24,993.00  to be paid  as a  partner  draw  to the  limited
                    partners of Neptune FT,  Neptune NA,  Neptune MI, Neptune SP
                    and Neptune WT as at March 30, 1999;

          (v)       subjected any of the Assets to any Encumbrances;

          (vi)      sold  or  transferred  any of the  Assets  or  cancelled  or
                    released any debts or claims,  except,  in each case, in the
                    ordinary course of business;

          (vii)     waived any rights of material value;

          (viii)    entered  into  any  transaction  or into  any  contracts  or
                    agreements or modifications or cancellations  thereof, other
                    than in the ordinary course of business;

          (ix)      made or  authorized  any payment to  officers,  directors or
                    employees  in their  capacity as such except in the ordinary
                    course of  business  and at rates of salary,  bonus or other
                    remuneration consistent with remuneration of previous years;

          (x)       used any funds other than in the ordinary course of business
                    as theretofore carried on; and

          (xi)      made any capital expenditures greater than $1,000 or entered
                    into any lease with a capitalized value greater than $1,000;

     (c)  Books and Records:  The Books and Records fairly and correctly set out
          and disclose in all material  respects the  financial  position of the
          Operating  Entities and all  material  financial  transactions  of the
          Operating  Entities  have been  accurately  recorded  in the Books and
          Records;


<PAGE>

                                     - 14 -



     (d)  Liabilities:   The  Operating  Entities  do  not  have  any  debts  or
          liabilities  (whether accrued,  contingent,  absolute or otherwise and
          whether or not  determined  or  determinable),  including  liabilities
          which arise  hereafter  based on events which have  occurred up to the
          date hereof,  and including  liabilities  relating to income and other
          taxes except:

          (i)       liabilities  disclosed  on,  reflected in or provided for in
                    the Unaudited Financial Statements;

          (ii)      other liabilities disclosed in this Agreement; or

          (iii)     liabilities   incurred  in  the   ordinary   course  of  its
                    businesses since January 12, 1999;

     (e)  Current  Liabilities:  Notwithstanding  paragraph  3.6(d)  above,  the
          Operating Entities do not have accounts or trade payables or any other
          current  liabilities,  including any sales tax or commissions payable,
          which exceed $300,000.00 at the Effective Date.

     (f)  Receivables:  All  accounts  receivable  recorded  on the books of the
          Operating  Entities  are due and  payable  and no  right of set off or
          counterclaim  exists with  respect to those  accounts,  except for the
          right of  cancellation  of  Pre-Need  Contracts  as set forth in those
          agreements.  The reserves  taken for doubtful or bad accounts as shown
          on the Unaudited Financial  Statements have been determined on a basis
          consistent with past practice of the Operating Entities and consistent
          with the  accounting  procedures  used by the  Operating  Entities  in
          previous fiscal periods.  There is no circumstance of which any of the
          Vendors  is aware  which  would  indicate  that  such  reserve  is not
          adequate;

     (g)  Accountants:   The  Operating  Entities  have  not  had  any  material
          disagreement  or dispute with their auditors or  accountants  over the
          accounting or tax treatment of their financial information during this
          period or for the period ended January 12, 1999; and

     (h)  Shareholder  and Related  Party  Loans:  At the Time of  Closing,  the
          Operating  Entities will not be indebted,  directly or indirectly,  to
          any  of  the  Vendors,  any  present  or  former  director,   officer,
          shareholder,  partner or  employee  of the  Operating  Entities or any
          person not dealing at arms length with any of the  foregoing  and none
          of such  persons is  indebted  to the  Operating  Entities  except for
          matters arising out of normal relations between employee and employer.


<PAGE>

                                     - 15 -



3.7  Banking:

     (a)  Loans and Credit Facilities:  Except for the promissory note issued by
          Neptune SP on March 19, 1996, the Operating  Entities have not entered
          into, or otherwise arranged for, any loans,  operating lines of credit
          or other credit facilities (including interest rate or currency swaps,
          hedging contracts,  forward loan or rate agreements or other financial
          instruments),  and do not  have  outstanding  any  bonds,  debentures,
          mortgages,  notes  or other  similar  indebtedness  and the  Operating
          Entities are not  obligated to create or issue any bonds,  debentures,
          mortgages, notes or other similar indebtedness;

     (b)  Bank  Facilities:  Schedule I contains a complete and accurate listing
          showing  the name of each bank,  trust  company  or similar  financial
          institution  in which the Operating  Entities have an account,  safety
          deposit  box or other  banking  facility,  including  the names of all
          persons authorized to transact business in respect of such accounts;

     (c)  Cash Balance:  The Operating  Entities have cash and cash equivalents,
          not including the Trust Accounts,  which is no less than  $900,000.00;
          and

     (d)  Guarantees/Indemnities:  The Operating Entities have not guaranteed or
          indemnified,  or agreed to  guarantee or  indemnify,  or agreed to any
          other like  commitment,  in respect  of any debt,  liability  or other
          obligation of any person.

3.8  Insurance:

     (a)  List of Policies:  Schedule J contains a complete and accurate listing
          of all insurance  policies of the Operating  Entities  relating to the
          Assets  and  the  Business  including  all  property  damage,  general
          liability,  motor  vehicle,  director and officer  liability  and life
          policies;

     (b)  Good Standing:  Each of the insurance policies listed in Schedule J is
          in good  standing,  all premiums  required to be paid by the Operating
          Entities   have   been   properly    paid,    there   have   been   no
          misrepresentations  or failures to disclose material facts, and except
          as provided for by CNA,  there has been no refusal to renew any of the
          policies and none of the Vendors have any knowledge of any facts which
          might  render  any  of  the   policies   invalid,   unenforceable   or
          non-renewable; and

     (c)  Outstanding Claims: Except as disclosed in Schedule L no threatened or
          actual claims against any of the policies described in Schedule J have
          been  made in the last 3 years.  The  Operating  Entities  have  given
          notice of or have otherwise  presented in a timely fashion every claim
          under each such insurance policy.


<PAGE>

                                     - 16 -



3.9  Tax Matters:

     (a)  Filings: Each of the Operating Entities have duly and timely filed all
          returns,  elections and  designations  required to be filed by it with
          any taxation  authority or if not filed on a timely  basis,  all fees,
          penalties, interest and other amounts payable as a result thereof have
          been paid.  No such  returns,  elections or  designations  contain any
          material misstatement or omit any material statements that should have
          been  included and each return,  election and  designation,  including
          accompanying schedules and statements is true, correct and complete in
          all material respects;

     (b)  Payment:  Each of the Operating Entities have paid in full all amounts
          (including  but not  limited to sales,  capital,  use and  consumption
          taxes and taxes measured on income and all instalments of taxes) owing
          to all  federal,  state and  municipal  taxation  authorities  due and
          payable by it up to the date of this Agreement;

     (c)  Extensions:  There are no  agreements,  waivers or other  arrangements
          with any taxation  authority  providing  for an extension of time with
          respect to the filing of any return,  election or  designation  by, or
          any payment of any amount by or governmental charge against any of the
          Operating Entities, nor with respect to the issuance of any assessment
          or reassessment;

     (d)  Adverse  Proceedings:  To the best of the  knowledge  of the  Vendors,
          there are no actions, suits, proceedings,  investigations or claims by
          any governmental  authority  pending or threatened  against any of the
          Operating  Entities  relating  to  taxes,   governmental   charges  or
          assessments,  except as  described  in  Schedule  L. There are also no
          matters under discussion with any governmental  authority  relating to
          taxes,  governmental charges or assessments asserted or to be asserted
          by such authority;

     (e)  Deductions/Remittances:  Each of the Operating  Entities have withheld
          and  remitted  all amounts  required  to be  withheld by it  including
          without limitation, income tax, Social Security Plan contributions and
          Employment  Insurance premiums and has paid such amounts including any
          penalties  or interest  due to the  appropriate  authority on a timely
          basis and in the form required under the appropriate legislation;

     (f)  Acquisitions:  None of the Operating  Entities have acquired  property
          from, or disposed of property to, any person, firm or corporation with
          whom any of the Operating Entities does not deal at arm's length since
          January 12, 1999; and

     (g)  Other Jurisdictions:  None of the Operating Entities have filed or are
          currently required to file any returns, elections or designations with
          any  taxation  authority  located in any  jurisdiction  other than the
          State of California, the State of Florida and the State of New York.


<PAGE>

                                     - 17 -



3.10 Employee Matters:

     (a)  List of  Employees:  The list of employees  set out in Schedule K is a
          comprehensive  list of the employees and commissioned  sales people of
          the  Operating  Entities as at March 31, 1999 and includes an accurate
          description  of,  the  compensation,   and/or  commission   structure,
          position, job classification, date of hire and age. There have been no
          material  variations  to this list since  March 31,  1999  except such
          changes as occur in the ordinary course of business;

     (b)  Employment Contracts: Except for the Independent Contractor Agreements
          and  Amendments  thereto,  as set out in Schedule M and except for the
          employment   contract   with  Larry  Miller  to  be  entered  into  as
          contemplated  in paragraph  7.1(n),  the Operating  Entities are not a
          party to any oral or written consulting contract, management contract,
          labour  services  contract or similar  agreement for the services of a
          particular  individual  and  none of the  employees  of the  Operating
          Entities  are  employed  on  other  than an  indefinite  hiring  basis
          terminable  on  reasonable  notice  according  to law without  further
          liability to the Operating Entities;

     (c)  Benefit Plans:  Schedule K contains a complete and accurate listing of
          all benefit, bonus, profit-sharing,  retirement income, termination or
          severance, dental, medical, disability, health or other plan, program,
          policy or other  arrangement  in place for the benefit or advantage of
          the salaried  employees of the Operating Entities as at March 22, 1999
          and there  have been no  material  variations  to this list since that
          date other than in the ordinary course of business.  All contributions
          required to be made by the Operating  Entities to such plans have been
          properly  made and all  retirement  plans  are fully  funded,  and all
          returns and other  documents  have been filed and all amounts owing to
          any governmental or other regulatory authority relating to such plans,
          programs, policies or arrangements have been paid;

     (d)  Pension Plans:  The Operating  Entities do not have nor have they ever
          had a pension plan for any of its  directors,  officers,  employees or
          affiliates thereof; and

     (e)  Employer  Associations:  None of the Operating Entities is a member of
          any  employer,  management,   industry  or  other  trade  or  business
          association under which any of the Operating  Entities is obligated to
          contribute  to any  employee  or  contractor  employee  benefit  fund,
          including  any pension  plans,  health  benefit plans or other similar
          employee entitlements.

3.11 Litigation and Claims:

     (a)  Adverse  Proceedings:  The list of  outstanding  claims  contained  in
          Schedule  L is a complete  and  accurate  listing  of all  outstanding
          actions,  claims,  demands,  lawsuits,  prosecutions  or  governmental
          investigations by or against any of the

<PAGE>

                                     - 18 -



          Operating Entities,  and there is no other adverse proceeding which is
          to the  knowledge  of any of the  Vendors  pending or  threatened  by,
          against, or relating to any of the Operating Entities,  the Assets, or
          the  Business.  Except as set out in  Schedule  L, the Vendors are not
          aware of any basis  for any  other  action,  claim,  demand,  lawsuit,
          investigation or other adverse proceeding which, if pursued would have
          a significant likelihood of having a material adverse effect on any of
          the Operating Entities;

     (b)  Compliance  Directives:  Except as set out in Schedule L, there are no
          outstanding  compliance directives or work orders of which the Vendors
          are aware  relating to the Assets,  or the Business,  from any police,
          fire  department,  sanitation  or  health  authorities,  environmental
          agencies,  or from any other  federal,  state or municipal  authority,
          department or agency, nor do any of the Vendors have notice that there
          are any matters  under formal  consideration  by any such  authorities
          relating to any of the Operating Entities;

     (c)  Notice  of  Default/Claims:  Except  as  expressly  disclosed  in this
          Agreement,  none of the Operating Entities have received any notice of
          any default, violation or termination of any of the Pre-Need Contracts
          (other than individual  cancellations of Pre-Need Contracts within the
          ordinary  course of  business),  Material  Contracts,  Leases or other
          contracts  entered into by the  Operating  Entities  which will, or is
          likely to, result in such a default, violation or termination;

     (d)  No Seizure: There is no appropriation, expropriation or seizure of any
          of the Assets that is pending or, which to the knowledge of any of the
          Vendors has been threatened against any of the Operating Entities; and

     (e)  Trademark  and Patent  Infringement:  Except as set out in Schedule L,
          the conduct of the Business by any of the Operating  Entities does not
          infringe  upon  any  patent,  trademark  or other  proprietary  right,
          domestic  or  foreign,  of any person in respect of which there is any
          significant likelihood that it would have a material adverse effect on
          the Assets or the Business.

3.12 Contracts and Commitments:

     (a)  Material Contracts:  Other than the Pre-Need Contracts and the Leases,
          Schedule M contains a complete  and  accurate  listing of all material
          contracts,  agreements,  leases,  commitments,  instruments  or  other
          dealings to which each of the Operating  Entities is a party, by which
          either any of the  Operating  Entities  is bound or under which any of
          the Operating  Entities is entitled to any benefits.  For the purposes
          of this Agreement a contract shall be material if:


<PAGE>

                                     - 19 -



          (i)       performance  of any right or obligation by any party to such
                    contract  involves  a payment  by either  party of $1,000 or
                    more and having a term of more than one year; or

          (ii)      if an expenditure,  receipt or transfer or other disposition
                    of  property  with a value of greater  than $1,000 may arise
                    under such  contract  (other than a contract with a customer
                    or supplier in the ordinary course of business); or

          (iii)     if such  contract  has been entered into out of the ordinary
                    course of business;

     (b)  Pre-Need  Contracts:  Schedule  N contains  a  complete  and  accurate
          listing of all active pre-need  contracts sold by or for the Operating
          Entities,  their  predecessors  and  assignors  for the  provision  of
          funeral cremation services as of December 31, 1998;

     (c)  Good Standing:  Except as disclosed herein, the Operating Entities are
          not in breach or default of any of the terms of the Material Contracts
          or Pre-Need Contracts, and none of the Vendors are aware of any breach
          or default of any of the terms of the  Material  Contracts or Pre-Need
          Contracts  by any other party  thereto,  and each such  contract is in
          good standing and in full force and effect without amendment  thereto.
          To the best of the  knowledge of the Vendors no state of facts exists,
          which,  after notice or lapse of time or both, would constitute such a
          default or breach where there is any significant  likelihood that such
          breach or default  referred to in this paragraph  3.12(c) would have a
          material adverse effect on the Assets or the Business; and

     (d)  Shareholder  Agreements:  At  the  Time  of  Closing,  except  for  an
          agreement   dated  February  11,  1980  between  Stanley  Zicklin  and
          Neptune's  predecessor-in-interest,   there  will  be  no  shareholder
          agreements, unanimous shareholder agreements, voting trust, pooling or
          any other similar  agreement among or between any of the  shareholders
          or partners of the Operating Entities.

3.13 Contingency and Environmental Liabilities:

     (a)  Compliance:  The Operating  Entities are in compliance in all material
          respects with all federal, state and municipal  environmental laws and
          regulations (the "Environmental Laws"). The existing activities of the
          Operating  Entities and the crematories  and, to the best knowledge of
          the Vendors, its prior uses and activities and the uses and activities
          of other property now or previously owned or operated by the Operating
          Entities, comply and at all times have complied with all Environmental
          Laws,  with the  exception of  citations  for  excessive  emissions at
          Heritage which  citations  have all been corrected (the  "Citations").
          The  Operating  Entities  have  filed all  environmental  reports  and
          notifications   required  to  be  filed  under   applicable  laws  and
          regulations;


<PAGE>

                                     - 20 -



     (b)  Notice of Non-Compliance:  None of the Operating Entities have nor, to
          the best  knowledge  of the  Operating  Entities,  any prior  owner or
          occupant of the property  now leased or operated by the  Vendors,  has
          received any notice or other communication  alleging that they are not
          in compliance with any  Environmental  Laws, or alleging any liability
          under any Environmental  Laws,  except for the Citations.  The Vendors
          and the  Operating  Entities  are not  subject  to,  and have not been
          subject to, any claim, judgement, decree, order, writ, citation, fine,
          penalty,   injunction,   litigation  or  proceeding  relating  to  any
          Environmental Laws, except for the Citations;

     (c)  Hazardous  Material:  None of the Operating  Entities nor, to the best
          knowledge of the Vendors, any other person or entity has engaged in or
          permitted any  operations or activities  upon, or any use or occupancy
          of property  now or  previously  owned or  operated  by the  Operating
          Entities,  resulting in the storage,  emission,  release, discharge or
          disposal of any hazardous materials on, in, under or from any property
          used for or by the Operating Entities;

     (d)  Cremation  Residue:  Except  as set forth in  Schedule  L, none of the
          Operating  Entities have  transported  or disposed of, or arranged for
          the  transportation  or disposal  of, any  cremation  residue or other
          waste  to or at a site  which  is not in  accordance  with  applicable
          Environmental Laws;

     (e)  No  Expenditures:  No  expenditures  will be required in order for the
          Assets  to  comply  with  Environmental  Laws in  connection  with the
          current  operation  and continued  operation of the  activities of the
          Operating Entities.

3.14 Effect of this Transaction:

     (a)  No  Adverse  Implications:  Except as  disclosed  in  Schedule  O with
          respect  to certain  required  consents,  neither  the  execution  and
          delivery of this Agreement nor the  completion and  performance of the
          transactions contemplated hereby will:

          (i)       give  any  person  the  right to  terminate  or  cancel  any
                    contractual  or  other  rights  with  any of  the  Operating
                    Entities where such termination or cancellation would have a
                    material adverse effect on the Assets or the Business;

          (ii)      violate  any  restriction  of any nature  applicable  to the
                    Vendors  or  relating  to  the  disposition  of  any  of the
                    Weintraub Shares;

          (iii)     result in the creation of any liens or  encumbrances  on the
                    Assets or in the default under any agreement  giving a third
                    party security against the Assets or in the  crystallization
                    of any floating charge in a debenture as

<PAGE>

                                     - 21 -



                    general security interest in a security  agreement  granted,
                    issued or assumed  by the  Operating  Entities  where any of
                    such  events  could  have a material  adverse  effect on the
                    Assets or the Business;

          (iv)      violate any  provision  of any  indenture,  mortgage,  lien,
                    lease,  agreement,  instrument,  order,  arbitration  award,
                    judgment or decree to which any of the Operating Entities is
                    a party or by which  any of the  Operating  Entities  or the
                    Assets  are  bound  the  violation  of  which  could  have a
                    material  adverse  effect on the Assets or the  Business  or
                    impair the legality or  enforceability  of this Agreement or
                    the transactions contemplated hereby; nor

          (v)       be contrary to the  provisions  of the Charter  Documents of
                    the Operating Entities;

     (b)  Notice Procedure:  The Vendors may, at any time up to 5:00 p.m. on the
          day which is two Business  Days prior to the  Closing,  give notice to
          the  Purchaser  advising  it  of  any  fact  which,  except  for  this
          Subsection   3.14,   would   constitute   a  breach   of  any  of  the
          representations and warranties set out in this Section 3 or Section 4.
          Such  notice  shall  state  that it is being  given  pursuant  to this
          Subsection 3.14 and shall set out sufficient information to enable the
          Purchaser  to make a reasoned  business  judgment  with respect to the
          choices set out herein.  Upon  receipt of such notice,  the  Purchaser
          may:

          (i)       postpone the Closing; and

          (ii)      at any  time  prior  to the  Closing  Date as  specified  in
                    Section 1 or as postponed as set out above,  either complete
                    the Closing, in which case this Agreement shall be deemed to
                    be  amended  so that  the  representation  and  warranty  in
                    respect of which the notice was given shall  incorporate the
                    disclosure  set  out  in  the  notice;  or,  terminate  this
                    agreement  without  further  obligation  on the  part of any
                    party to this Agreement;

     (c)  Joint and Several:  The  obligations of the Vendors shall be joint and
          several with respect to all the representations and warranties set out
          in this Section 3.

4    REPRESENTATIONS AND WARRANTIES OF THE TRUST

The Trustee represents and warrants to the Purchaser and to Lari as follows with
respect  to the Trust and not with  respect  to any  other of the  Vendors.  The
Trustee  acknowledges  that  the  Purchaser  and  Lari  are  relying  upon  such
representations   and  warranties  in  connection   with  the  issuance  of  the
Securities:


<PAGE>

                                     - 22 -



4.1  Individual  Authority:  The Trust has have the  legal  capacity,  power and
     authority to hold the  Securities to be owned by it at the Time of Closing,
     to enter into this Agreement and to transfer the legal and beneficial title
     and   ownership  of  the  Weintraub   Shares  to  the  Purchaser   free  of
     Encumbrances;

4.2  Receipt of the  Securities:  The Trust is accepting  the  Securities as the
     Purchase Price as set out in Section 2 only for investment  purposes on its
     own account and not for the purpose of selling the Securities in connection
     with any distribution of the Purchaser securities. The Trustee acknowledges
     that the Securities have not been registered under the Securities Act 1933,
     as amended,  or the  securities  laws of any state of the United States and
     may not be offered,  sold,  transferred  or assigned  without  registration
     under  such act or  compliance  with an  exemption  from such  registration
     requirement  and for this reason,  certificates  evidencing  the Securities
     shall display the legend, substantially in the form as follows:

          "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."

4.3  Solicitation:  The Trustee  acknowledges that the Securities to be received
     by the Trust at Closing were not advertised in printed media of general and
     regular paid circulation, radio or television.


<PAGE>

                                     - 23 -



4.4  Accredited Investor:  The Trust 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.).

4.5  No Trades: The Trustee and the Trust have not traded in the common stock of
     Lari and will refrain  from  trading in or selling  short any shares in the
     common stock of Lari or entering into any derivative  transactions  of same
     prior to the Closing Date.

4.6  Residency:   The  Trust  is  resident  at  718  North  Elm,  Beverly  Hill,
     California..

4.7  Joint and Several:  The  obligations  of the Trustee and the Trust shall be
     joint and several with respect to all the  representations  and  warranties
     set out in this Section 4.

5    COVENANTS OF THE VENDORS

The Vendors  covenant and agree with the  Purchaser  as follows and  acknowledge
that the Purchaser is relying upon such  covenants and  agreements in connection
with the purchase of the Weintraub Shares:

5.1  Access  to  the  Operating  Entities:  The  Vendors  shall  forthwith  make
     available  to the  Purchaser  and its  authorized  representatives  and, if
     requested by the  Purchaser,  provide a copy to the  Purchaser of all title
     documents, contracts, financial statements, minute books, share certificate
     books, share registers,  limited partnership agreements and records, plans,
     reports, licences,  orders, permits, books of account,  accounting records,
     constating documents and all other documents,  information or data relating
     to the Operating  Entities.  The Vendors shall afford the Purchaser and its
     authorized  representatives  every reasonable  opportunity to have free and
     unrestricted  access to the  property,  assets,  undertaking,  records  and
     documents of the Operating Entities.  At the request of the Purchaser,  the
     Vendors shall execute or cause to be executed such consents, authorizations
     and directions as may be necessary to permit any inspection of any property
     of the  Operating  Entities or to enable the  Purchaser  or its  authorized
     representatives  to obtain full access to all files and records relating to
     any of the assets of the Operating  Entities  maintained by governmental or
     other public  authorities.  At the Purchaser's  request,  the Vendors shall
     co-operate  with  the  Purchaser  in  arranging  any such  meetings  as the
     Purchaser should reasonably request with:

     (a)  all employees of the Operating Entities;

     (b)  customers,  suppliers,  distributors  or others who have or have had a
          business relationship with the Operating Entities; and


<PAGE>

                                     - 24 -



     (c)  auditors,  solicitors  or any  other  persons  engaged  or  previously
          engaged  to  provide  services  to the  Operating  Entities  who  have
          knowledge of matters relating to the Operating Entities.

     In particular,  without limitation, the Vendors shall permit the Purchasers
     representatives  or  consultants  to conduct  such  physical  review of the
     inventory  of the  Operating  Entities as is  necessary so as to enable the
     confirmation  of  the  condition  of  such  inventory,  to  the  reasonable
     satisfaction of the Purchaser.  The exercise of any rights of inspection by
     or on behalf of the Purchaser under this  Subsection  shall not mitigate or
     otherwise  affect  the   representations  and  warranties  of  the  Vendors
     hereunder, which shall continue in full force and effect. In exercising its
     rights hereunder the Purchaser shall use its reasonable  commercial efforts
     to avoid interfering with the Business to the extent  reasonably  practical
     consistent  with the need to complete  its review of the  Business  and the
     Assets.

5.2  Delivery  of Books  and  Records:  At the Time of  Closing  there  shall be
     delivered to the Purchaser by the Vendors all of the Books and Records. The
     Purchaser  agrees that it will  preserve the Books and Records so delivered
     to it for so long as such Books and  Records  may be required to enable the
     Vendors to defend any claim  against  the  Operating  Entities  which could
     result in a Claim  hereunder  and at least until  December  31,  2005.  The
     Purchaser  will  permit  the  Vendors or their  authorized  representatives
     reasonable  access  thereto in connection  with the affairs of the Vendors.
     The Purchaser shall not be responsible or liable to the Vendors for or as a
     result of any accidental loss or destruction of or damage to any such Books
     or Records,  unless the Purchaser's negligence caused the loss, destruction
     or damage.

5.3  Conduct Prior to Closing: Without in any way limiting any other obligations
     of the  Vendors  hereunder,  during the period  from the date hereof to the
     Time of Closing:

     (a)  Conduct Business in the Ordinary  Course:  The Vendors shall cause the
          Operating  Entities to conduct its business in its ordinary and normal
          course and the Operating Entities shall not, without the prior written
          consent  of  the  Purchaser  (such  consent  not  to  be  unreasonably
          withheld),  enter into any  transaction  or take any action  that,  if
          effected after January 12, 1999 and before the date of this Agreement,
          would constitute a breach of any representation, warranty, covenant or
          other obligation of the Vendors  contained  herein.  In particular the
          Vendors  shall cause the  Operating  Entities to refrain from entering
          into any contract or commitment  which would, if entered into prior to
          the date hereof,  constitute a Material  Contract or Lease,  save with
          the consent of the  Purchaser  (such  consent  not to be  unreasonably
          withheld);

     (b)  Continue Insurance:  The Vendors shall cause the Operating Entities to
          continue  to  maintain  in full  force  and  effect  all  policies  of
          insurance  or renewals  thereof now in effect,  shall take out, at the
          expense of the Purchaser, such additional insurance


<PAGE>

                                     - 25 -



          as may be  reasonably  requested by the  Purchaser  and shall give all
          notices and present all claims  under all  policies of  insurance in a
          due and timely fashion; and

     (c)  Preserve Goodwill: The Vendors shall use reasonable commercial efforts
          to preserve,  and cause the Operating  Entities to preserve intact the
          Assets, the Business and to promote and preserve for the Purchaser the
          goodwill of suppliers,  customers and others having business relations
          with the Operating Entities.

5.4  Delivery of  Documents:  The Trustee  shall  deliver to the  Purchaser  all
     necessary  transfers,   assignments  and  other  documentation   reasonably
     required to transfer to the  Purchaser  the  Weintraub  Shares owned by the
     Trust with a good and marketable  title,  free of Encumbrances  without any
     right of set-off;

5.5  Minority Shares:  Notwithstanding  paragraph 7.1(k), Weintraub will use his
     reasonable,  good faith efforts to deliver to the  Purchaser,  on or before
     July 31, 2000, an agreement of the minority shareholders of each of Neptune
     and  Heritage  in the form  attached to this  Agreement  as Schedule Q (the
     "Minority Shareholder Agreements").

5.6  Joint and Several: The covenants and agreements of the Vendors contained in
     Section 5 shall be joint and several.

5.7  Vendors' Taxes: The Vendors are responsible for any federal, state or other
     taxes which may be payable by them in connection with the completion of the
     transactions  contemplated  in this  Agreement.  Neptune and  Heritage  are
     responsible  for any  federal,  state or other  taxes  which  may  arise in
     connection  with the  purchase  by  Neptune  and  Heritage  of the  limited
     partnership interests.

6    COVENANTS OF WEINTRAUB AND THE TRUST

Weintraub  and the Trust  covenant  and agree with the  Purchaser as follows and
acknowledge  that the Purchaser is relying upon such  covenants and agreement in
connection with the purchaser of the Weintraub Shares:

6.1  Limited  Partner  Units Not  Tendered:  Schedule W accurately  sets out the
     names and number of units in each Partnership and  consideration to be paid
     to each of the limited partners so listed who have indicated that they will
     not or may not be tendering their Partnership units for sale at the Closing
     Date  (the  "Dissident  Partners')  to  the  Purchaser,  Lari,  Neptune  or
     Heritage, as the case may be (the "Tenderees").

6.2  Reasonable Effort to Cause Tenders of Partnership Units: Weintraub will use
     reasonable  effort to have the Dissident  Partners tender their  respective
     Partnership  units for sale on or before the Closing Date to the Tenderees.
     All  costs,  expenses  or any  other  payments  incurred  by  Weintraub  in
     connection with the above (except the sales price) will be the


<PAGE>

                                     - 26 -



     responsibility  of Weintraub and will not be paid or incurred by any of the
     Operating Entities, Purchaser or Lari.

6.3  Option to Dissolve:  If any of the  Dissident  Partners do not tender their
     Partnership units to the Tenderees on or before July 28, 1999,  Neptune and
     Heritage  may at  their  option,  and in  accordance  with  all  applicable
     Partnership   agreements,   give   written   notice  to  Weintraub  of  the
     Partnerships intention to dissolve after July 31, 1999.

6.4  Right  to  Set-Off:  In  order  for  the  dissolution  of  Partnerships  as
     contemplated  in Subsection  6.3 to be  completed,  Weintraub and the Trust
     agree that the Purchaser will set-off from the July 31, 1999 payment of the
     Note an amount equal to the total consideration  allocated to the Dissident
     Partner under Schedule W (the "Set-Off Amount") to be used solely,  but not
     necessarily  in its  entirety  for the purchase of the assets of any of the
     Partnerships  being dissolved.  The Purchaser and the Trust acknowledge and
     agree that the Set-Off  Amount,  if any,  will be an unsecured  loan to the
     Purchaser from the Trust and such Set-Off  Amount will be repayable,  on an
     installment   basis  and  such  other   reasonable   terms  and  conditions
     satisfactory  to the Purchaser  and the Trust,  on the  termination  of the
     consulting  agreement  between the Purchaser  and Weintraub  which is being
     entered into pursuant to this Agreement.

6.5  Indemnity:  In the event that the  dissolution  of any of the  Partnerships
     results in any of the Dissident  Partners receiving cash distributed on the
     dissolution  which  is in  excess  of the  consideration  allocated  to the
     Dissident  Partner on Schedule W, Weintraub will indemnify the Tenderees to
     the amount so exceeded and the  Purchaser  will be entitled to set-off that
     amount on any monies due to Weintraub or the Trust  pursuant to this or any
     other agreement.

6.6  Right to Recover: If the dissolution of any of the Partnerships  results in
     any of the Dissident Partners receiving cash distributed on the dissolution
     in an amount  less than the amount  withheld  pursuant  to  Subsection  6.4
     above,  the  Purchaser  will pay that  difference  to the  Trust  within 10
     Business Days of completing the  distribution  of assets on the dissolution
     of a Partnership.

6.7  Majority Tendered:  Notwithstanding  Schedule W, Weintraub will arrange for
     greater than 7.5 units of each of the  Partnerships,  except for Neptune WT
     and Neptune MI, to be tendered for sale on the Closing Date.

7    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

The Purchaser and Lari  represent,  warrant and covenant to and with the Vendors
as  follows  and   acknowledges   that  the   Vendors  are  relying   upon  such
representations,  warranties  and covenants in  connection  with the sale of the
Weintraub Shares:


<PAGE>

                                     - 27 -



7.1  Corporate  Status  and  Authority:  The  Purchaser  and Lari are  valid and
     subsisting  corporations,  duly incorporated and in good standing under the
     laws of the State of  California  and Florida,  respectively,  and are duly
     qualified to carry on their businesses as they are presently carried on and
     are duly  qualified  and  authorized  to carry on business  and are in good
     standing  as a  foreign  corporation  in each  jurisdiction  in  which  the
     character of their  properties or the nature of their  businesses made such
     qualification or  authorization  necessary and have all requisite power and
     authority to carry on their business as they are now carried on and to own,
     lease and operate their properties and assets.

7.2  Authorization:  The Purchaser and Lari have full corporate power,  capacity
     and  authority  to enter into this  Agreement  on the terms and  conditions
     hereof and all  necessary  corporate  acts have been  performed in order to
     authorize this Agreement.

7.3  Regulatory  Approval:  The Purchaser and Lari have complied and will comply
     fully with the requirements of all applicable corporate and securities laws
     in  relation  to the  issue of the  Securities  and  Weintraub  Note on the
     acquisition  of  the  Weintraub  Shares  (subject  to the  accuracy  of the
     representations  of the Trust contained  herein) and  Weintraub's  entering
     into a non-competition agreement. The entering into and performance of this
     Agreement and the transactions  contemplated  herein will not result in the
     violation of any of the terms and provisions of the constating documents of
     the Purchaser or Lari, any shareholders' or directors' resolution or of any
     indenture or other  agreement,  written or oral,  to which the Purchaser or
     Lari may be a party or by which  the  Purchaser  or Lari may be bound or to
     which it may be subject or any judgment,  decree, order, rule or regulation
     of any court or administrative body by which the Purchaser or Lari is bound
     or to the  knowledge of the  Purchaser or Lari,  any statute or  regulation
     applicable to the Purchaser or Lari.

7.4  Share  Transfer  Restrictions:  No order ceasing or  suspending  trading in
     securities  of the  Purchaser  or Lari  nor  prohibiting  the  sale of such
     securities  has been  issued  to the  Purchaser  or Lari or its  directors,
     officers or promoters or to any other companies that have common directors,
     officers  or  promoters  and no  investigations  or  proceedings  for  such
     purposes are pending or  threatened in writing by an officer or official of
     a competent authority.

7.5  Issued Share Capital:  As at March 19, 1999, the authorized capital of Lari
     is 100,000,000 shares of which 3,000,000 shares are issued and outstanding.
     In addition,  Lari has 8,000,000 warrants  outstanding as of March 19, 1999
     which may by the Time of Closing be exchanged or exercised  into  8,000,000
     shares of Lari.

7.6  Fully Paid Shares: Upon completion of the transactions contemplated in this
     Agreement, the shares of the common trading stock of Lari issued by Lari to
     Weintraub  will be  fully  paid and  non-assessable  shares  of the  common
     trading stock of Lari.

7.7  General  Security  Agreement:  The Purchaser  will, at Closing,  enter into
     general security  agreements (the "Security  Agreements") with the Trust to
     secure the Note and the Weintraub

<PAGE>

                                     - 28 -



     Note (which will be  subordinated  to the Note)  provided any such Security
     Agreements  are on terms  and  conditions  reasonably  satisfactory  to the
     Purchaser..

7.8  Purchaser's Liabilities:  As at the Time of Closing, the Purchaser will not
     have existing debts or liabilities in excess of $300,000.00.

8    CONDITIONS OF CLOSING

8.1  Conditions of Closing in Favour of the  Purchaser:  The  obligation of Lari
     and the Purchaser to complete the sale and purchase of the Weintraub Shares
     is subject to the following terms and conditions for the exclusive  benefit
     of Lari and the Purchaser,  to be fulfilled or performed at or prior to the
     Time of Closing or waived in whole on in part by Lari and the  Purchaser at
     their  sole  discretion  without  prejudice  to any  rights to Lari and the
     Purchaser may otherwise have:

     (a)  Contractual  Consents:   The  Vendors  shall  have  delivered  to  the
          Purchaser such waivers,  consents and certificates,  including but not
          limited  to  those   described  in  Schedule  O  from  parties  having
          contractual  relations with the Operating Entities as may be necessary
          including, without limitation,  waivers under loan agreements to which
          the any of the Operating Entities is a party;

     (b)  Representations and Warranties:  The representations and warranties of
          the Vendors  contained in this Agreement  shall be true and correct in
          all material respects at the Time of Closing,  with the same force and
          effect as if such  representations  and warranties were made at and as
          of such time, and  certificates  of the Vendors dated the Closing Date
          to that  effect  shall  have been  delivered  to the  Purchaser,  such
          certificates  to  be  in  form  and  substance   satisfactory  to  the
          Purchaser, acting reasonably;

     (c)  Covenants:  All of the covenants and agreements of the Vendors and all
          other terms of this  Agreement to be complied with or performed by the
          Vendors at or before the Time of Closing shall have been complied with
          or performed and certificates of the Vendors dated the Closing Date to
          that  effect  shall  have  been  delivered  to  the  Purchaser,   such
          certificates  to  be  in  form  and  substance   satisfactory  to  the
          Purchaser, acting reasonably;

     (d)  Certificate  of  Accredited  Investor:  The Trust and  Weintraub  have
          delivered  to the  Purchaser  and  Lari a  certificate  of  accredited
          investor in the form attached as Schedule P to this Agreement;

     (e)  Regulatory  Consents:   There  shall  have  been  obtained,  from  all
          appropriate  federal and state or other governmental or administrative
          bodies  or  stock  exchanges,   such  licences,   permits,   consents,
          approvals, certificates, registrations and authorization

<PAGE>

                                     - 29 -



          as are  required to permit the change of  ownership  of the  Weintraub
          Shares and the transactions as contemplated herein;

     (f)  Material  Adverse  Change:  There shall have been no material  adverse
          changes in the  condition of the Assets or the Business  (financial or
          otherwise) since the date of this Agreement up to the Time of Closing;

     (g)  No Action or Proceeding:  No legal or regulatory  action or proceeding
          shall be pending or  threatened  by any person to enjoin,  restrict on
          prohibit the purchase and sale of the  Weintraub  Shares  contemplated
          hereby;

     (h)  No Material Damage:  No damage by fire or other hazard to the whole or
          any  material  part of the Assets  shall have  occurred  from the date
          hereof to the Time of Closing;

     (i)  No Agreements on Assets or Business:  The Purchaser shall be satisfied
          that there is no fact not disclosed in this Agreement  relating to the
          Assets  or the  Business  which,  if  known  to the  Purchaser,  might
          reasonably be expected to have a material  adverse effect on the value
          of the Weintraub Shares;

     (j)  No  Payments  from  Shareholders'   Equity:  The  Purchaser  shall  be
          satisfied  that  no  payments  have  been  made  from  the  Companies'
          shareholders' equity accounts and no distributions have been made from
          the Partnerships without the prior written consent of the Purchaser;

     (k)  Purchase and Sale of Minority  Shares:  The Purchaser has entered into
          the  Minority  Shareholder  Agreements  attached as Schedule Q to this
          Agreement, on or before the Closing Date;

     (l)  Escrow Arrangements: The Trust, Weintraub, Lari and the Purchaser have
          entered into an escrow  arrangement with the Escrow Agent on terms and
          conditions satisfactory to the Purchaser and Lari ;

     (m)  Weintraub   Consulting   Agreement:   Weintraub  has  entered  into  a
          consulting  and  non-competition  agreement  attached as Schedule S to
          this Agreement;

     (n)  Miller Employment Agreement: Larry Miller, an employee of the Vendors,
          has entered into an employment and non-competition  agreement attached
          as Schedule T to this Agreement;

     (o)  Opinion of Vendors'  Attorney:  The  Purchaser  and Lari have received
          legal  opinions of the  Vendors'  solicitors,  dated as of the date of
          Closing, respecting the transactions

<PAGE>

                                     - 30 -



          contemplated  in this Agreement,  consistent with standard  agreements
          for the purchase and sale of funeral businesses.

     If any of the  conditions  contained  in this  Subsection  8.1 shall not be
     performed  or  fulfilled  at or  prior  to  the  Time  of  Closing  to  the
     satisfaction  of Lari and the Purchaser and Lari,  acting  reasonably,  the
     Purchaser  may, by notice to the Vendors,  terminate this Agreement and the
     obligations of the Vendors,  Lari and the Purchaser  under this  Agreement,
     provided that the  Purchaser  may also bring an action  against the Vendors
     for  damages  suffered  by  the  Purchaser  where  the  non-performance  or
     non-fulfilment  of the  relevant  condition  is as a result  of a breach of
     covenant,  representation  or  warranty  (as the same may be  modified by a
     notice pursuant to Subsection  3.14(b)) by the Vendors.  Any such condition
     may be waived in whole or in part by the Purchaser without prejudice to any
     claims it may have for breach of covenant, representation or warranty

8.2  Conditions  of Closing in Favour of the  Vendors:  The purchase and sale of
     the Weintraub  Shares are subject to the following terms and conditions for
     the  exclusive  benefit of the Vendors to be  fulfilled  or performed at or
     prior to the Time of Closing:

     (a)  Representations and Warranties:  The representations and warranties of
          Lari and the Purchaser  contained in this Agreement  shall be true and
          correct at the Time of  Closing,  with the same force and effect as if
          such  representations  and warranties were made at and as of such time
          and a certificate of Lari and the Purchaser  dated the Closing Date to
          that effect shall have been delivered to the Vendors, such certificate
          to be in  form  and  substance  satisfactory  to  the  Vendors  acting
          reasonably;

     (b)  Covenants:  All  of  the  terms,  covenants  and  conditions  of  this
          Agreement to be complied  with or performed by Lari and the  Purchaser
          at or before the Time of  Closing  shall  have been  complied  with or
          performed  and a  certificate  of Lari  and the  Purchaser  dated  the
          Closing Date to that effect shall have been  delivered to the Vendors,
          such  certificate  to be in form  and  substance  satisfactory  to the
          Vendors acting reasonably;

     (c)  The Purchaser will, at Closing,  enter int general security agreements
          with the Trust to secure the Note and the  Weintraub  Note (which will
          be subordinated to the Note), a stock pledge agreement and a trademark
          security agreement on terms and conditions reasonably  satisfactory to
          the Vendors; and

     (d)  Lari will,  at  Closing,  enter into a  guarantee  of the  Purchaser's
          obligations  under this Agreement,  the Note and the Weintraub Note on
          terms and conditions reasonably satisfactory to the Vendors.

     If any of the  conditions  contained  in this  Subsection  8.2 shall not be
     performed  or  fulfilled  at or  prior  to  the  Time  of  Closing  to  the
     satisfaction of the Vendors, acting reasonably, the

<PAGE>

                                     - 31 -



     Vendors may, by notice to Lari and the Purchaser,  terminate this Agreement
     and the  obligations of the Vendors and the Purchaser under this Agreement,
     provided  that the Vendors may also bring an action  against the  Purchaser
     for  damages  suffered  by  the  Vendors  where  the   non-performance   or
     non-fulfilment  of the  relevant  condition  is as a result  of a breach of
     covenant,  representations or warranty by the Purchaser. Any such condition
     may be waived in whole or in part by the Vendors  without  prejudice to any
     claims they may have for breach of covenant, representation or warranty.

8.3  Parties' Efforts:  The parties shall use reasonable  commercial  efforts to
     satisfy the conditions contained in Section 7.

9    CLOSING ARRANGEMENTS

9.1  Place of Closing:  The  closing  shall take place at the Time of Closing at
     the offices of DuMoulin & Boskovich at Suite 1800, 1095 West Pender Street,
     Vancouver, B.C.

9.2  Transfer: At the Time of Closing, upon fulfilment of all the conditions set
     out in  Section 7 that  have not been  waived  in  writing  by Lari and the
     Purchaser or the Vendors as the case may be:

     (a)  the  Purchaser  will  cause  to be  delivered  to the  Escrow  Agent a
          solicitor's cheque in the amount of $506,583.00  payable to the Escrow
          Agent;

     (b)  Lari will issue 513,273 shares in the capital of Lari to the Trust and
          deliver same to the Escrow agent;

     (c)  the Purchaser will issue the Note to the Escrow Agent;

     (d)  the Purchaser will issue the Weintraub Note to the Trust; and

     (e)  the Vendors shall deliver to the Purchaser certificates respecting all
          the  Weintraub  Shares,  duly  endorsed in blank for transfer and will
          cooperate   with  the  Purchaser  in  having  the   Weintraub   Shares
          transferred  to the  Purchaser  or its  nominee  and in  changing  the
          directors to persons nominated by the Purchaser.

9.3  Further Assurances: Each party to this Agreement covenants and agrees that,
     from time to time  subsequent  to the Closing Date, it will, at the request
     and  expense  of  the  requesting  party,  execute  and  deliver  all  such
     documents,  including, without limitation, all such additional conveyances,
     transfers,  consents  and other  assurances  and do all such other acts and
     things as any other party to this Agreement,  acting  reasonably,  may from
     time to time  request be  executed  or done in order to better  evidence or
     perfect or effectuate  any provision of this  Agreement or of any agreement
     or  other  document  executed  pursuant  to  this  Agreement  or any of the
     respective obligations intended to be created by this Agreement.


<PAGE>

                                     - 32 -



10   LIABILITY FOR CLAIMS

10.1 Claims:  If any person  shall make any claim or demand  against  any of the
     Operating  Entities or the  Purchaser  which gives rise or may give rise to
     any Claim, the Purchaser shall promptly notify Weintraub giving the general
     nature of such claim or demand along with such further information known to
     the Purchaser as may be reasonably  required to enable  Weintraub to decide
     whether or not to assume the defence  thereof.  The Purchaser  shall not be
     under any liability or obligation to Weintraub for any failure to so notify
     Weintraub or for the  sufficiency of the notice unless and then only to the
     extent that the rights and remedies of the Operating Entities, or Weintraub
     shall have been  prejudiced as a result.  Weintraub  shall be entitled (but
     not required) to assume the defence in the name of the  Operating  Entities
     of any suit  brought  against the  Purchaser or the  Operating  Entities to
     enforce  such  claim  or  demand  and to  assert  any  counterclaim  of the
     Operating Entities if, but only if, the Purchaser shall be entitled to make
     a Claim  for the full  amount of the claim or  demand,  and if the  defence
     shall  be  through  legal  counsel  acceptable  to  the  Purchaser,  acting
     reasonably.  Weintraub shall indemnify and save harmless the Purchaser, the
     Operating  Entities  of and from all costs and  expenses  incurred or to be
     incurred in connection  with such  defence.  Such right shall be subject to
     the rights of any insurer to defend any action. In all cases, the Purchaser
     shall have the right to retain at its own  expense,  additional  counsel to
     act on its  behalf.  Weintraub  shall not  settle or  (without  giving  the
     Purchaser a reasonable  opportunity to take carriage  thereof)  abandon any
     such claim or demand which it has elected to defend  unless they have first
     unconditionally  acknowledged  to the  Purchaser  that they will pay to the
     Purchaser the full amount of such claim or demand. Weintraub shall keep the
     Purchaser  reasonably  informed as to the progress  thereof.  The Purchaser
     shall at all times  cooperate  in all  reasonable  ways with,  make all its
     relevant  files and records and those of the Operating  Entities  available
     for  inspection  and  copying by, and make its  employees  and those of the
     Operating  Entities  reasonably  available or otherwise  render  reasonable
     assistance  to,  Weintraub  (i) in the  defence  of any claim or demand for
     which  indemnity  is sought  hereunder  and (ii) in any  action  brought by
     Weintraub to assert any related claim, counterclaim or right of subrogation
     under  Subsection  9.3  hereof  No  claim  or  demand  may  be  settled  or
     compromised by the Purchaser without the written consent of Weintraub, such
     consent not to be unreasonably withheld.

10.2 Subrogation:  Weintraub and the Trust shall be subrogated to the claims and
     rights  of the  Purchaser  and the  Operating  Entities  as  against  other
     Persons,  and shall be entitled to contribution from any such Person,  with
     respect to any Claim paid by Weintraub  and the Trust under this Section 9,
     but only after the  Purchaser  shall have  received  payment in full of its
     Claim with interest.

10.3 Insurance: The Vendors shall not be liable to the Purchaser with respect to
     any liability of the Operating Entities if and to the extent that:


<PAGE>

                                     - 33 -



     (a)  the Operating  Entities would have been insured against such liability
          under the insurance coverage maintained by the Operating Entities,  as
          the case may be, prior to the Closing; and

     (b)  the Operating  Entities are not insured  against such liability at the
          time the liability arises.

     The  Purchaser  shall take all steps  necessary  to make  claims  under the
     Companies and Partnerships insurance policies with respect to any liability
     of the Operating  Entities  which could be the subject of any Claim and the
     Vendors shall not be liable to the  Purchaser  with respect to any Claim to
     the extent that they have been  prejudiced by a failure to make such claim.
     Nothing in this Subsection 9.3 shall effect any rights of subrogation.

11   INDEMNITY

11.1 Known  Actions  and  Proceedings:  The Trust  and  Weintraub,  jointly  and
     severally,  hereby indemnity and saves harmless the Operating Entities, the
     Purchaser  and Lari and their  successors  and assigns from and against any
     and  all  losses,  liabilities,  damages,  costs,  increases  in  insurance
     premiums for policies  (comparable  to existing  coverage at the  Effective
     Date)  for  renewals  to  December  31,  1999,  and  expenses  of any  kind
     whatsoever   including,   without  limitation,   the  costs  of  defending,
     cross-claiming  or claiming against third parties in respect of any action,
     claim or  matter,  including  legal  fees,  costs  and  disbursements  on a
     solicitor  and his own  client  basis and at all  court and  administrative
     levels,  which at any time or from  time to time may be paid,  incurred  or
     asserted  against the  Operating  Entities,  the Purchaser or Lari, as to a
     direct or indirect result of the outstanding claims listed in Schedule L or
     any   actions,   claims,   demands,   lawsuits,   assessments,   penalties,
     prosecutions  or  governmental  investigations  by or against the Operating
     Entities in respect of the  operation of the  Business up to and  including
     the Effective  Date,  provided that such liability is not the result of any
     actions taken by the Purchaser  after the Effective  Date, or in respect of
     any action,  claim or matter,  including legal fees (on a solicitor and his
     own  client  basis),   costs  and   disbursements  and  at  all  court  and
     administrative  levels, which at any time or from time to time may be paid,
     incurred or asserted against the Operating Entities, the Purchaser or Lari,
     as to a direct or indirect  result of the sale of any of the  interests  of
     the limited  partnership units of the Partnerships to the Purchaser,  Lari,
     Neptune or Heritage, as the case may.

11.2 Right to Set-Off:  The Operating Entities,  the Purchaser and Lari have the
     right to set-off any amount owed by the Trust or Weintraub to the Operating
     Entities,  the  Purchaser  or Lari,  pursuant  to  Subsection  10.1 of this
     Agreement, against any money due and owing to Weintraub or to the Trust (at
     the  option of the  Operating  Entities,  the  Purchaser  or Lari) from the
     Purchaser  under this or any other  agreement  between  the  Purchaser  and
     Weintraub or the Trust.


<PAGE>

                                     - 34 -



12   GENERAL MATTERS

12.1 Governing  Law and  Arbitration:  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. 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,  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. The prevailing
     parties shall also be entitled to an award of reasonable attorney's fees.

12.2 Entire Agreement:  Except as may be otherwise  expressly agreed between the
     parties in writing,  this  Agreement,  the  Security  Agreements,  Note and
     Weintraub  Note  constitute  the  entire  agreement   between  the  parties
     pertaining  to  the  subject  matter  and  there  are no  oral  statements,
     warranties,  representations  or other  agreements  between  the parties in
     connection  with the subject  matter  except as  specifically  set forth or
     referred to herein.  No amendment,  waiver or termination of this Agreement
     shall be binding  unless  executed in writing by the party or parties to be
     bound thereby. No waiver of any provision of this Agreement shall be deemed
     or shall  constitute  a waiver  of any other  provision  nor shall any such
     waiver constitute a continuing waiver unless otherwise expressly provided.

12.3 Assignment:  The Vendors will not assign their  interests in this Agreement
     without prior  written  consent of the  Purchaser.  Prior to payment of the
     Purchase  Price in full, the Purchaser may not assign its interests in this
     Agreement without any prior written consent of the Vendors.

12.4 Public Notices:  Except as required by applicable law, regulatory authority
     or any listing or trading agreement, no press release or other announcement
     concerning this  transaction  shall be made by the Vendors or the Purchaser
     without  the  prior  approval  of  the  other,  such  approval  not  to  be
     unreasonably withheld.

12.5 Confidential Information: The Purchaser and each of the Vendors covenant to
     hold in strict  confidence all information  obtained in connection with the
     transactions  which  are  the  subject  matter  of this  Agreement.  If the
     transactions  which  are  the  subject  matter  of this  Agreement  are not
     completed,  this  covenant  shall  continue in full force and  effect.  All
     confidentiality  obligations  of the Purchaser with respect to the Vendors,
     including  but not limited to the  Partnerships,  shall cease upon Closing.
     Notwithstanding  the Closing,  each of the Vendors covenants to maintain as
     confidential all confidential  information respecting the Purchaser in that
     Vendor's  possession  prior to  Closing  and all  information  obtained  in
     connection  with the  transactions  which  are the  subject  matter of this
     Agreement  including all  information  concerning the Purchaser  other than
     information provided to that Vendor's personal advisers

<PAGE>

                                     - 35 -



     for the purpose of filing  personal tax returns and other  similar  matters
     and other than as may be  required  to be  disclosed  by law and other than
     information that becomes generally  available to the public other than as a
     result of a disclosure by the Vendors or their representatives.

12.6 Non-Waiver:  No investigations made by or on behalf of the Purchaser at any
     time  shall  have  the  effect  of  waiving,  diminishing  the  scope of or
     otherwise  affecting  any  representations  or  warranties  made  herein or
     pursuant hereto. No  investigations  made by or on behalf of the Vendors at
     any time  shall  have the effect of  waiving,  diminishing  the scope of or
     otherwise  affecting  any  representations  or  warranties  made  herein or
     pursuant hereto.

12.7 Indemnification in Respect of Brokers or Agents: Except for any fee payable
     to John Brown or any other  finder or broker  engaged by the  Purchaser  or
     Lari, Weintraub and the Trust severally  indemnifies and saves harmless the
     Purchaser  and the  Operating  Entities  from and  against  any  claim  for
     commission  or other  remuneration  payable or alleged to be payable to any
     broker,  agent or other intermediary who claims to be so entitled by virtue
     of a contract or other arrangement with such Vendor.

12.8 Expenses: All costs and expenses incurred in connection with this Agreement
     and the  transactions  contemplated  hereby  shall  be  paid  by the  party
     incurring such expense. The Purchaser shall not bear any legal,  accounting
     or other costs  incurred  by the  Vendors.  The Vendors  shall not bear any
     legal, accounting or other costs incurred by the Purchaser.

12.9 Notices:  Any notice or other  communication  required or  permitted  to be
     given  hereunder  shall be in writing and  delivered  or sent by  overnight
     mail,  overnight delivery or 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  11.9.  Notices  shall be delivered or
     addressed as follows:

     (a)  If to the Purchaser:

          Brent Lokash
          Barrister & Solicitor
          1708 - 808 Nelson Street
          Vancouver, BC. V6Z 2H2
          Fax (604) 681-9579



<PAGE>

                                     - 36 -



     (b)  If to the Vendors:

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

     Any party may give written  notice of change of address in the same manner,
     in  which  event  such  notice  shall  thereafter  be  given to it as above
     provided at such changed address.

12.10 Time of the Essence: Time shall be of the essence of this Agreement.

12.11 Further  Assurances:  Each of the parties  hereto  agrees  promptly to do,
      make, execute, deliver or cause to be done, made, executed or delivered at
      their own expense all such further acts, documents and things as the other
      party hereto may  reasonably  require for the purpose of giving  effect to
      this Agreement whether before or after the Closing.





         [The remainder of this page has been intentionally left blank.]


<PAGE>

                                     - 37 -



12.12 Severability:  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.

12.13 Counterparts:   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 executed  this  Agreement as of the
date first hereinabove written.


LARI ACQUISITION COMPANY, INC.               LARI CORP.


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


EMANUEL WEINTRAUB
INTER VIVOS TRUST


Per: /s/ Emanuel Weintraub
     --------------------------------
     Emanuel Weintraub, Trustee


NEPTUNE MANAGEMENT CORP.                     NEPTUNE PRE-NEED PLAN, INC.


Per: /s/ Emanuel Weintraub                   Per: /s/ Emanuel Weintraub
     --------------------------------             ------------------------------
     Emanuel Weintraub                            Emanuel Weintraub


HERITAGE ALTERNATIVES, INC.


Per: /s/ Emanuel Weintraub
     --------------------------------
         Emanuel Weintraub


<PAGE>

                                     - 38 -



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