EXHIBIT 10.13


DATED: MARCH 31,1999                                              $2,000,000.00


                                 PROMISSORY NOTE


NUMBER:  0002


FOR VALUE  RECEIVED,  THE UNDERSIGNED  (the "Payor")  PROMISES TO PAY to Emanuel
Weintraub  Inter Vivos Trust (the  "Lender"),  or order,  the  principal  sum of
$2,000,000.00 (the "Principal Sum") to be paid in equal monthly  installments on
the last day of each month  commencing on April 30, 1999,  until fully paid with
the last payment due on March 31, 2002.

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

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

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

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

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

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE
HOLDER  HEREOF,  BY PURCHASING  SUCH  SECURITIES,  AGREES FOR THE BENEFIT OF THE
CORPORATION THAT SUCH SECURITIES MAY BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED
ONLY (A) TO THE  CORPORATION,  (B) OUTSIDE THE UNITED STATES IN ACCORDANCE  WITH
RULE 904 OF REGULATION S UNDER THE SECURITIES  ACT, (C) INSIDE THE UNITED STATES
IN  ACCORDANCE  WITH RULE 144A  UNDER THE  SECURITIES  ACT OR RULE 144 UNDER THE
SECURITIES ACT, IF APPLICABLE,  OR (D) IN A TRANSACTION THAT IS OTHERWISE EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
PROVIDED THAT PRIOR TO SUCH SALE THE CORPORATION  SHALL HAVE RECEIVED AN OPINION
OF COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE  SATISFACTORY TO IT, AS
TO THE AVAILABILITY OF AN EXEMPTION.

                                   LARI ACQUISITION COMPANY, INC.



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