EXHIBIT 10.8


                           INTEREST PURCHASE AGREEMENT


THIS  AGREEMENT  is dated  for  reference  the 31st day of March,  1999  between
Heritage  Alternatives Inc., a company  incorporated under the laws of the State
of  California  (the  "Purchaser")  and the  limited  partners as  described  in
Schedule "A" and in Schedule "E" attached to this Agreement  (collectively,  the
"Vendors") of Heritage Alternatives,  L.P., a limited partnership under the laws
of the State of California (the "Partnership"),  Lari Acquisition Company, Inc.,
a company  incorporated  under the laws of the State of California  ("Lari Co.")
and Lari Corp.,  a company  incorporated  under the laws of the State of Florida
("Lari").

WHEREAS:

A.   The Purchaser is the general partner and a 50% owner of the Partnership;

B.   Each of the Vendors is the registered and beneficial  owner of those number
limited  partnership  units in the Partnership as set forth beside each of their
names in Schedule "A" and in Schedule "E" (collectively, the "Interests");

C.   The  Partnership  has been  established  pursuant  to  limited  partnership
agreement (the "Partnership  Agreement")  which sets forth,  among other things,
the manner in which the Interests may be sold, assigned or transferred;

D.   The  Purchaser  is  being  purchased  by Lari Co and Lari  pursuant  to two
purchase agreements dated March 3 1, 1999 (the "Share Purchase Agreements"); and

E.   The Vendors have agreed to sell their respective Interests to the Purchaser
and the Purchaser has agreed to purchase the Interests from the Vendors.

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

1.   PURCHASE AND SALE OF INTERESTS

Each of the Vendors  hereby sells and  transfers to Lari through the  Purchaser,
and Lari through the  Purchaser  hereby  purchases and acquires from each of the
Vendors,  all of each of the  Vendors'  right,  title and interest in and to the
Interests.

2.   PURCHASE PRICE

The Purchaser  hereby agrees to pay to the Vendors  $663,648.00  (the  "Purchase
Price") for the Interests.



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3.   PAYMENT OF PURCHASE PRICE

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

          (a) the sum of  $27,439.00  by way of wire  transfer to City  National
Bank, 400 North Roxbury Drive, Beverly Hills, CA, 90210 (the "Escrow Agent"), in
trust for the Vendors (the "Escrow Agent");

          (b) 22,976 shares of common stock of Lari (the "Lari  Shares")  issued
by Lari to each of the Vendors and delivered to the Escrow  Agent,  in trust for
the Vendors; and

          (c) the sum of $521,329.00 by way of an undivided  2.7438368% interest
to the Vendors in a promissory  note ("Note"),  in the form attached as Schedule
"B" to this Agreement, delivered to the Escrow Agent, in trust for the Vendors.

     3.2  The  Purchase  Price  payable  to each  of the  Vendors  is set out in
Schedule "A" and Schedule "E" of this Agreement.

4.   ACKNOWLEDGMENT UNDER THE PARTNERSHIP AGREEMENT

The  parties  acknowledge  that  all  conditions  required  in  the  Partnership
Agreement for the sale,  assignment or transfer of the Interests as contemplated
herein,  including, but not limited to, any right of first refusal offerings and
any consents, have been satisfied or hereby waived and that any sale, assignment
or  transfer  of the  Interests  as  contemplated  herein  does not  violate any
provision of the Partnership Agreement

5.   VENDORS' WARRANTIES AND REPRESENTATIONS

     5.1 Each of the Vendors  represent,  warrant and covenant on behalf of each
of themselves  only and on behalf of no other partners,  limited or general,  to
the Purchaser, Lari and Lari Co. as follows:

          (a) each of the  Vendors is the  registered  and  beneficial  owner of
those number of limited partnership units of the Partnership as set forth beside
each of their names in Schedule "A" and Schedule "E";

          (b) all of the Interests are validly  issued and  outstanding as fully
paid and non-assessable in the limited  partnership units of the Partnership and
are free and clear of all liens, charges and encumbrances;

          (c) the  Purchaser  is not  indebted to any of the Vendors and none of
the Vendors is indebted to the Purchaser;



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          (d) each of the Vendors has good and sufficient right and authority to
enter  into  this  Agreement  and to  transfer  legal and  beneficial  title and
ownership of the Interests to the Purchaser;

          (e)  none  of the  Vendors  has  previously  entered  into  a  binding
agreement  for the sale of,  or the  granting  of an option  to  purchase  their
respective Interests;

          (f)  none  of  the   Vendors   has  relied  on  any   representations,
understandings or other inducements not expressly set forth in this Agreement;

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

          (h) each of the Vendors enter into this Agreement voluntarily, without
duress or undue influence;

          (i) each of the Vendors has the legal capacity, power and authority to
hold the Lari Shares and the Note to be owned by them on the  Closing  Date (the
"Securities");

          (j) each of the Vendors  acknowledge  that Lari Co. and Lari are newly
formed  companies  which were  formed in part for the purpose of  acquiring  the
Interests  and  that  the  Vendors  have not  been  provided  with any  offering
memorandum or similar disclosure document,  including financial information,  in
respect of the current or proposed business activities of Lari Co. and Lari,;

          (k) each of the Vendors is accepting  the  Securities  as the Purchase
Price as set out in  subsection  3 only for  investment  purposes  on their  own
account and not for the purpose of selling the Securities in connection with any
distribution  of the  Securities.  Each  of the  Vendors  acknowledge  that  the
Securities  are  subject  to  resale  restrictions  and,  for this  reason,  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


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          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."

          (1) each of the Vendors acknowledge that the Securities to be received
by them on the Closing Date were not  advertised in printed media of general and
regular paid circulation, radio or television;

          (m) each of the Vendors is an  "accredited  investor"  as such term is
defined in Rule 501 of Regulation D promulgated  by the  Securities and Exchange
Commission under the Securities Act of 1933, as amended (U.S.); and

          (n) the Vendors are resident at the  addresses  set forth beside their
names in Schedule "A" and Schedule "E".

     5.2 Each of the Vendors  indemnify the Purchaser against any loss or damage
sustained by the  Purchaser,  directly or  indirectly,  by reason of a breach of
their  respective  warranties or  representations  (and not the  warranties  and
representations  of others)  set forth in this  Section  5. Each of the  Vendors
acknowledge  that the Purchaser has entered into this  Agreement  relying on the
warranties and  representations and other terms and conditions of this Agreement
and that no information  which is now known or which may hereafter  become known
to the  Purchaser or its  professional  advisers  will limit or  extinguish  the
obligation to indemnify hereunder.

     5.3 The respective representations, warranties, covenants and agreements of
the  parties  hereto,   which  are  contained  in  this  Agreement  and  in  any
certificates and documents  delivered in connection herewith will be true at and
as of the Closing Date and will survive the Closing Date,  the purchase and sale
contemplated herein and any re-organization or amalgamation of any party hereto

6    CONDITIONS OF CLOSING

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

          (a) The  transactions  contemplated  in the Share Purchase  Agreements
have been completed and Lari Co is the  registered  and beneficial  owner of all
the issued and outstanding shares of the Purchaser;

          (b) Each of the Vendors has entered  into an escrow  arrangement  with
the  Escrow  Agent  on  terms  and  conditions  which  are  satisfactory  to the
Purchaser, Lari Co. and Lari;

          (c) Each of the  Vendors  has  executed a  Certificate  of  Accredited
Investor in the form attached as Schedule "C" to this Agreement, and



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          (d) Each of the Vendors  listed in Schedule "A" has executed a release
agreement in the form attached as Schedule "D" to this Agreement.

          (e) Each of the Vendors  listed in Schedule "E" has  executed  release
agreements attached as Schedule "F" to this Agreement.

7    MISCELLANEOUS

     7.1 This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of California. Any dispute arising out of or in connection
with this Agreement, including any question regarding its existence, validity or
termination,  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.  The language of arbitration
shall be  English.  This  provision  is not  intended  to apply to any  award of
arbitration  costs to a party to compensate for dilatory or bad faith conduct in
the arbitration pursuant to this paragraph. The prevailing parties shall also be
entitled to an award of reasonable  attorneys' fees. Any such arbitration  shall
permit,  and the  parties  hereto  expressly  reserve  their  rights to  conduct
discovery  pursuant to and in accordance  with the discovery  rules set forth in
the California Code of Civil Procedure and other  applicable  state laws, to the
same extent as if the parties were not agreeing to arbitration.

     7.2 The Vendors  will execute and deliver all such  further  documents  and
instruments  and do all acts and things the  Purchaser  may require to carry out
the full intent and meaning of this  Agreement  and to assure the  Purchaser the
transfer of the Interests.

     7.3 This  Agreement,  and other  written  agreements  associated  herewith,
constitute  the entire  agreement and  understanding  of the parties hereto with
respect to the subject  matter hereof and  supersedes  all prior  agreements and
understandings of the parties with respect to the subject matter hereof

     7.4 This  agreement will be binding upon and inure to the benefit of and be
enforceable  by,  the  parties  hereto  and their  respective  permitted,  where
applicable, successors, assigns, heirs, executors and administrators.

     7.5 The Vendors  will not assign their  rights or  obligations  provided by
this  Agreement  without the prior written  consent of the  Purchaser.  Prior to
payment of the Purchase  Price in full,  the  Purchaser  will not be entitled to
assign any of its respective  rights and obligations  provided by this Agreement
without prior written consent of the Vendors.

     7.6 Any notice or other  communication  required or  permitted  to be given
hereunder  shall  be in  writing  and  delivered  or sent  by  telefax  and,  if
telefaxed,  shall be deemed  to have  been  received  on the next  business  day
following  transmittal and acknowledgment of receipt by the recipient's  telefax
machine or if  delivered  by hand shall be deemed to have been  received  at the
time it is delivered.  Notices addressed to an individual shall be validly given
if left on the premises indicated



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below.  Notice of change of address  shall also be governed  by this  Subsection
7.6. Notices shall be delivered or addressed as follows:

          If to the Purchaser, Lari Co. and Lari, to:

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

          If to the Vendors:

          At the addresses set forth in Schedule "A" and Schedule "E"

          With a copy to:

          Keith Zimmet, Esq.
          Lewitt, Hackman, Hoefflin
          Shapiro, Marshall & Harlan
          16633 Ventura Blvd, Eleventh Floor
          Encino, CA 91436-1870
          Fax (818) 981-4764

     7.7 In the event that any one or more of the  provisions of this  Agreement
should be  invalid,  illegal or  unenforceable  in any  respect,  the  validity,
legality and  enforceability of the remaining  provisions  contained herein will
not in any way be affected or impaired thereby.

     7.8 Time will be of the essence of this Agreement.

     7.9 The captions and headings of the sections and the  subsections  in this
Agreement have been inserted as a matter of convenience and reference only.

     7.10 Whenever the singular or the masculine are used in this  Agreement the
same will be deemed to include the plural or the feminine or the corporate where
the context or the parties so require.






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     7.11 This Agreement may be executed in any number of counterparts,  each of
which  will be  treated  as an  original  but all of which,  collectively,  will
constitute a single  instrument.  This Agreement will be binding once signed and
delivered  and a signature  by  facsimile,  will be deemed to be  execution  and
delivery.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first herein above written.

LARI ACQUISITION COMPANY, INC.


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

LARI CORP.


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

HERITAGE ALTERNATIVES, INC.


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



/s/ Emanuel  Weintraub
-------------------------------------
EMANUEL WEINTRAUB as attorney-in-fact
for each of the Vendors listed in
Schedule "A" Attached hereto



/s/ Marvin Falikoff
-------------------------------------
MARVIN FALIKOFF (an individual)





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