EXHIBIT 10.4


                            SHARE PURCHASE AGREEMENT


THIS  AGREEMENT is dated for reference the 3lst day of March,  1999 between Lari
Acquisition  Company,  Inc.,  (the  "Purchaser"),  Lari Corp.  ("Lari") and Jill
Schulman, a businesswoman (the "Vendor").

WHEREAS:

A.   There are 100 shares  issued and  outstanding  in the  capital of  Heritage
     Alternatives,  Inc., a company  incorporated under the laws of the State of
     California (the "Company");

B.   the  Vendor  is the  registered  and  beneficial  owner of 5 shares  in the
     capital of the Company (the "Shares");

C.   The 95  remaining  shares in the  capital of the  Company  (the  "Remaining
     Shares")  are being  purchased  by the  Purchaser  and Lari  pursuant  to a
     purchase  agreement  dated March 31, 1999 (the  "Remaining  Share  Purchase
     Agreement"); and

D.   The Vendor has agreed to sell the Shares to the Purchaser and the Purchaser
     has agreed to purchase the Shares from the Vendor.

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 SHARES

The Vendor  hereby sells and transfers to Lari through the  Purchaser,  and Lari
through the Purchaser  hereby  purchases  and acquires from the Vendor,  all the
Vendor's right, title and interest in and to the Shares.

2.   PURCHASE PRICE

The  Purchaser  hereby  agrees to pay to the Vendor  $54,137.00  (the  "Purchase
Price") for the Shares.

3.   PAYMENT OF PURCHASE PRICE

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 $2,238.00 by way of a  solicitors'  cheque  payable to City
          National Bank, 400 North Roxbury Drive,  Beverly Hills, CA, 90210 (the
          "Escrow  Agent"),  in trust for the benefit of the Vendor (the "Escrow
          Agent");


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     (b)  1,874  shares of common  stock of Lari (the "Lari  Shares")  issued by
          Lari to the Vendor and delivered to the Escrow Agent, in trust for the
          benefit of the Vendor; and

     (c)  the sum of $42,529 by way of an undivided  0.2238368%  interest to the
          Vendor in a promissory note ("Note"), in the form attached as Schedule
          "A" to this Agreement, delivered to the Escrow Agent, in trust for the
          benefit of the Vendor.

4.   VENDOR'S DOCUMENTS DELIVERED AT CLOSING

On the Closing  Date,  the Vendor will  deliver or cause to be  delivered to the
Purchaser  the share  certificate  representing  the Shares,  duly  endorsed for
transfer.

5.   VENDOR'S WARRANTIES AND REPRESENTATIONS

     5.1  The Vendor  represents,  warrants and  covenants  to the  Purchaser as
          follows:

     (a)  the Vendor is the registered and beneficial owner of the Shares;

     (b)  the  Shares  are  validly  issued  and  outstanding  as fully paid and
          non-assessable in the capital of the Company and are free and clear of
          all liens, charges and encumbrances;

     (c)  the Vendor has good and  sufficient  right and authority to enter into
          this  Agreement  and  to  transfer  legal  and  beneficial  title  and
          ownership of the Shares to the Purchaser;

     (d)  the Vendor has not previously entered into a binding agreement for the
          sale of, or the granting of an option to purchase the Shares;

     (e)  the  Vendor is not  indebted  to the  Company  and the  Company is not
          indebted to the Vendor;

     (f)  the Vendor has not relied on any  representations,  understandings  or
          other inducements not expressly set forth in this Agreement;

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

     (h)  the Vendor enters into this Agreement  voluntarily,  without duress or
          undue influence;

     (i)  the Vendor has the legal  capacity,  power and  authority  to hold the
          Lari Shares and the Note (collectively,  the "Securities") to bc owned
          by her on the Closing Date;

     (j)  the Vendor is accepting the  Securities  as the Purchase  Price as set
          out in Subsection 3(b) only for investment purposes on her own account
          and not for the purpose of selling the  Securities in connection  with
          any distribution of the Securities.


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          The Vendor  acknowledges  that the Lari  Shares are  subject to resale
          restrictions   and,  for  this  reason,   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."

     (k)  the Vendor  acknowledges  that the Lari  Shares to be  received by the
          Vendor on the Closing  Date were not  advertised  in printed  media of
          general and regular paid circulation, radio or television;

     (l)  the Vendor 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

     (m)  the Vendor is a resident at the following address:

          735 Warner Avenue
          Los Angeles, CA 90024

     (n)  The Vendor will  indemnify  the  Purchaser  against any loss or damage
          sustained by the  Purchaser,  directly or  indirectly,  by reason of a
          breach of any of the warranties or  representations  set forth in this
          Section 5. The Vendor acknowledges 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.

     (o)  The representations, warranties, covenants and agreements contained in
          the  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

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          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 and Lari to complete the sale and purchase of
the Shares is subject to the following  terms and  conditions  for the exclusive
benefit of the  Purchaser  and Lari, to be fulfilled or performed at or prior to
the Closing Date or waived by the Purchaser and Lari at their sole discretion;

     (a)  The   transactions   contemplated  in  the  Remaining  Share  Purchase
          Agreement  have been completed and the Purchaser is the registered and
          beneficial owner of the Remaining Shares of the Company;

     (b)  The  Vendor has  entered  into an escrow  arrangement  with the Escrow
          Agent on terms and conditions which are satisfactory to the Purchaser,
          Lari and the Company;

     (c)  The  Vendor  has  executed  the  Certificate  of  Accredited  Investor
          attached as Schedule "B" to this Agreement; and

     (d)  The Vendor has executed a release  agreement  attached as Schedule "C"
          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,   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 attorneys' fees.

     7.2  The Vendor 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 Shares.


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     7.3  This Agreement  constitutes 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
          successors, assigns, heirs, executors and administrators.

     7.5  The Vendor will not assign her rights or obligations  provided by this
          Agreement without the prior written consent of the Purchaser. Prior to
          the full  payment of the Purchase  Price,  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
          Vendor.

     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  telex  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 7.6. Notices shall be delivered or addressed as follows:

          If to the Purchaser and Lari, to:

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

          If to the Vendor:

          Jill Schulman
          735 Warner Avenue
          Los Angeles, California
          U.S.A.  90024

     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


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     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.

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

     7.12 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 hereinabove written.


LARI ACQUISITION COMPANY, INC.


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


LARI CORP.


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



SIGNED, SEALED AND DELIVERED by                )
JILL SCHULMAN in the presence of:              )
                                               )
                                               )
/s/ [Illegible]                                )
---------------------------------------------  )
Witness                                        )
                                               )
10529 Melvin Ave, Northridge, CA 91326         )   /s/ Jill Schulman
---------------------------------------------  )   -----------------------------
Address                                        )   JILL SCHULMAN
                                               )
Sales                                          )
---------------------------------------------  )
Occupation                                     )