<PAGE>

                                                                   Exhibit 10.19

                             HEAVENLYDOOR.COM, INC.

                               BOARD OF DIRECTORS
                    CONSULTING AND CONFIDENTIALITY AGREEMENT

THIS CONSULTING AND CONFIDENTIALITY AGREEMENT (the "Agreement") is made as of
this 24th day of January 2000 (the "Effective Date") by and between
HEAVENLYDOOR.COM, INC., a Delaware corporation (the "Company") and Philip C.
Pauze (the "Consultant").

WHEREAS, Consultant will become a member of the Board of Directors of the
Company on February 2, 2000 pending Board approval and has extensive
professional experience in the areas of investment management and the funeral
industry.

WHEREAS, in addition to obtaining the Consultant's services as a member of the
Board of Directors of the Company, the Company wishes to avail itself of the
services of the Consultant to perform certain tasks for the benefit of the
Company, and the Consultant is willing to perform such services on the terms and
conditions set forth below.

NOW, THEREFORE, the Company and Consultant, in consideration of the mutual
promises contained herein, hereby agree as follows:

1.    DEFINITIONS.

      As used in this Agreement, the following terms shall have the meanings as
      set forth below:

      "Consultancy" means the current, anticipated or subsequent retention of
      Consultant by the Company as a consultant hereunder, or any other period
      during which Consultant receives compensation from the Company in any
      capacity.

      "Effective Common Stock Price" means the closing bid price (adjusted,
      where appropriate, for any change of shares) of the common stock on the
      last business day prior to the date of the grant of the option by the
      Compensation Committee of the Board, which in the case of 4.2 options will
      be the dates set forth on Schedule 1.

      "Intellectual Property" means any Invention (as herein after defined),
      writing, trade name, trademark, service mark or any other material
      registered or otherwise protected or protectible under state, federal, or
      foreign patent, trademark, copyright, or similar laws.

      "Inventions" includes ideas, methods, discoveries, inventions,
      developments, improvements, and other results of Consultant's
      participation in this consulting relationship, his involvement with
      employees and/or advisors of the Company and/or ideas and information
      supplied to him as part of his consulting duties and interactions, whether
      or not reduced to practice, whether or not patentable or otherwise within
      the definition of Intellectual Property and whether or not made or
      conceived on the premises of the Company.

      "Proprietary Materials" includes any technical, trade or business secrets
      of the Company and any technical, trade or business materials that are
      treated by the Company as confidential or proprietary, including, but not
      limited to, the inventions and confidential information obtained by or
      given to the Company about or belonging to its suppliers, licensors,
      licensees, partners, affiliates, customers, potential customers or others.


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      The definition of "Proprietary Materials" herein shall not include
      Proprietary Materials which (i) were known by Consultant prior to its
      disclosure by the Company; (ii) are publicly known through publication or
      otherwise through no wrongful act of Consultant; (iii) are received from a
      third party who rightfully discloses it to Consultant without restriction
      on its subsequent disclosure; or (iv) are disclosed pursuant to the lawful
      requirement of a governmental agency or by order of court of competent
      jurisdiction, provided that such disclosure is subject to all applicable
      governmental or judicial protection available for like material.

2.    SERVICES.

      2.1   Director Services. Consultant's services as a member of the Board of
            Directors hereunder shall include:

            (a)   Membership on the Company's Board of Directors, including
                  attending six (6) Board Meetings per year;

            (b)   Advice on business matters related to the Company;

            (c)   Consultation with the Company's Board of Directors, officers,
                  employees and agents, as may be reasonably requested by the
                  Company, with respect to the above-mentioned activities;

            (d)   Refining HeavenlyDoor.com, Inc.'s business model;

            (e)   Interviewing key candidates for executive positions, and

            (f)   Such other services as shall be reasonably requested by the
                  Company.

      2.2   Consulting Services. Consultant's special services, which are
            optional, involve helping the Company increase its revenues through
            proactive efforts to help the Company sign on funeral homes,
            cemeteries, and monument dealers, as well as other efforts to
            enhance the revenue model and accelerate the revenue growth of the
            Company.

      2.3   Status. The Company and Consultant agree that Consultant will be an
            independent contractor for all purposes including, but not limited
            to, payroll and tax purposes, and that Consultant shall not in any
            way represent himself to be an employee or officer of the Company.

      2.4   Consent. In order to protect the Company's patent rights, any actual
            work done by Consultant under this Agreement, if any, shall be done
            at the Company's place of business or at some other location
            approved in advance by the Company and no work under this Agreement,
            if any, shall be done by Consultant at his employer's place of
            business unless the Company has an agreement with such employer to
            conduct such work.

3.    TERM.

      3.1   Term. This agreement will be for an initial term of one (1) year
            beginning as of the Effective Date and ending January 23, 2001, and
            may be extended for additional periods of one (1) year by mutual
            written agreement by Consultant and the Company prior to the end of
            the term set forth above.


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      3.2   Termination by Company. Company may terminate this Agreement at any
            time by giving 30 days prior written notice.

      3.3   Termination by Consultant. Consultant may terminate this Agreement
            at any time by giving 30 days prior written notice.

4.    COMPENSATION AND EXPENSES.

      4.1   Board of Directors' Compensation. As full compensation for
            Consultant's serving as a member of the Board of Directors pursuant
            to Section 2.1 above, the Company shall:

            (a)   Pay consultant annually Ten Thousand Dollars ($10,000) in
                  cash, payable in accordance with Schedule 1;

            (b)   Issue to the Consultant an option to purchase 100,000 shares
                  of Procept Common Stock (the "Standard Option") approved by
                  the Board of Directors on January 24, 2000 at $4.19 per share,
                  which was the Effective Common Stock Price on the date you
                  joined the Board of Directors. The Standard Option (100,000
                  shares) vests as follows: 33,334 as of January 31, 2000;
                  33,333 on January 31, 2001, and 33,333 on January 31, 2002 and
                  would have a ten (10) year term; and shall not be subject to
                  early termination provisions of the Standard Option. The
                  option shall be fully transferable by the Consultant, with the
                  consent of the Compensation Committee (which shall not be
                  unnecessarily withheld).

            (c)   At its discretion, the Board of Directors may grant to the
                  Director an additional option to purchase shares on each
                  anniversary of the Director's Effective Date.

      4.2   Consulting Compensation. As full compensation for Consultant's
            services pursuant to Section 2.2 above, the Company shall:

            (a)   Pay Consultant One Thousand Five Hundred Dollars ($1,500) per
                  day in cash or options to purchase shares of Common Stock
                  under the Company's 1998 Stock Plan having an aggregate
                  exercise price of Three Thousand Dollars ($3,000) per day (see
                  formula below) at the choice of the Consultant each quarter,
                  payable in accordance with Schedule 1. The number of shares
                  that could be purchased with the option would be determined by
                  the following formula: the number of days worked in the
                  quarter multiplied by Three Thousand Dollars ($3,000) divided
                  by the Effective Common Stock Price. The option would be
                  immediately exercisable in full at an exercise price equal to
                  the Effective Common Stock Price. The options would have a
                  ten-(10) year term and not subject to early termination
                  provisions of the Standard Option.

      4.3   Expenses. Consultant shall be entitled to reimbursement for
            reasonable travel and other out-of-pocket expenses incurred in the
            performance of his duties hereunder, provided such expenses are
            agreed upon in advance, following submission of written statements
            and bills.


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5.    REPRESENTATION OF CONSULTANT; USE OF NAME.

      Consultant hereby represents that his current principal place of
      employment has received disclosure of this Agreement and of the duties
      required of Consultant hereunder, and that such employer consents fully to
      Consultant's execution of this Agreement and the position that he will
      hold. Consultant further represents that there are no binding agreements,
      written or oral, to which he is a party or by which he is bound,
      forbidding or restricting his activities herein. In addition, Consultant
      and his current employer consent to the use of their names in various
      reports, brochures or other documents produced by or on behalf of the
      Company, including any and all documents filed with the Securities and
      Exchange Commission, but not to the use of their names in any advertising
      or promotion without the prior written consent of Consultant and his
      employer.

6.    OWNERSHIP.

      6.1   Proprietary Materials. The Company retains all rights of ownership
            to all Proprietary Materials furnished to or developed by the
            Consultant hereunder.

      6.2   Inventions and Intellectual Property. All Inventions and
            Intellectual Property created, developed or otherwise invented by
            Consultant hereunder, including all materials, products, models,
            data, information, documentation, and other results of Consultant's
            services hereunder, are and shall be the exclusive property of the
            Company, and the Company may use or pursue them without restriction
            or additional compensation. Consultant shall maintain and furnish to
            the Company complete and current records of all such Inventions and
            Intellectual Property and disclose to the Company in writing all
            such Inventions and Intellectual Property. Consultant: (i) hereby
            assigns, sets over and transfers to the Company all of his right,
            title, and interest in and to such Inventions and Intellectual
            Property; (ii) agrees that Consultant and his agents shall, during
            and after the period Consultant is retained by the Company, upon
            reasonable request of the Company, cooperate fully in obtaining
            patent, trademark, service mark, copyright or other proprietary
            protection for such Inventions and Intellectual Property, all in the
            name of the Company (but only at Company expense), and, without
            limitation, shall execute all requested applications, assignments
            and other documents, and take such other measures as the Company
            shall reasonably request in order to perfect and enforce the
            Company's rights in such Inventions and Intellectual Property, and
            hereby appoints the Company his attorney to execute and deliver any
            such applications, assignments or other documents on his behalf in
            the event the Consultant fails or refuses to execute and deliver any
            such applications, assignments or other documents requested by the
            Company; and (iii) shall, upon termination of his Consultancy,
            provide to the Company in writing a full, signed statement of all
            Inventions and Intellectual Property in which Consultant
            participated prior to termination of his Consultancy to the Company.

      6.3   Third Party Claims. Unless covered by an appropriate agreement
            between any third party and the Company, Consultant shall not engage
            in any activities or use any facilities, whereby claims of ownership
            to any results hereunder may be made by such third party.


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7.    CONFIDENTIALITY.

      7.1   Consultant Acknowledgment. The Company has developed and will
            develop its Proprietary Materials and Intellectual Property over a
            substantial period of time at a substantial expense, and its
            Proprietary Materials and Intellectual Property are integral to the
            goodwill of the Company. During the course of Consultancy to the
            Company, Consultant may develop or become aware of Proprietary
            Materials and/or Intellectual Property. Protection of the
            Proprietary Materials and Intellectual Property is necessary to
            conduct the Company's business, and the Company is and shall at all
            times remain the sole owner of the Company's Proprietary Materials
            and Intellectual Property.

      7.2   Confidentiality. Consultant shall at all times, both during and for
            five (5) years after any termination of Consultant's Consultancy to
            the Company by either the Company or the Consultant, maintain in
            confidence and not utilize the Proprietary Materials or the
            Intellectual Property of the Company, except in performing services
            for the Company under this Agreement. Maintaining such Proprietary
            Materials and Intellectual Property in confidence shall include
            refraining from disclosing such Proprietary Materials or
            Intellectual Property to any third party (except when duly and
            specifically authorized in writing to do so for the purpose of
            furthering the business of the Company), and refraining from using
            such Proprietary Materials or Intellectual Property for the account
            of Consultant or for any other person or business entity. Consultant
            agrees not to make any copies of the Proprietary Materials or
            Intellectual Property of the Company (except when appropriate for
            the furtherance of the business of the Company or duly and
            specifically authorized to do so) and agrees promptly upon request,
            whether during or after the period of Consultancy to the Company, to
            return to the Company any and all samples, documentary,
            machine-readable or other elements or evidence of such Proprietary
            Materials, Intellectual Property, any copies of either that may be
            in Consultant's possession or under Consultant's control.

      7.3   Non-Solicitation.

            During the term of this Agreement and for five (5) years thereafter,
            Consultant shall not, directly or indirectly, without the prior
            written consent of the Company:

            (a)   Solicit or induce any employee, Consultant of the Company, or
                  any affiliate to leave the employ or consultation of the
                  Company or any affiliate; or hire for any purpose any employee
                  of the Company or any affiliate, or any former employee who
                  has left the employment of the Company or any affiliate within
                  six months of the termination of said employee's employment
                  with the Company or affiliate;

            (b)   Solicit or accept employment or be retained by any party who,
                  at any time during the term of this Agreement, was a customer
                  or supplier of the Company or any affiliate where his position
                  will be related to the business of the Company; or

            (c)   Solicit or accept the business of any customer or supplier of
                  the Company or any affiliate with respect to products similar
                  to the business of the Company.


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      7.4   Continued Obligations. Consultant's obligations under this Section 7
            shall not be affected: (i) by any termination of Consultant's
            Consultancy, including termination upon the Company's initiative;
            nor (ii) by any change in Consultant's position, title or function
            with the Company; nor (iii) by any interruption in Consultancy
            during which Consultant leaves and then rejoins the Company for any
            period within a period of one year and for any reason.

8.    NOTICES.

      For purposes of this Agreement, notices and all other communications
      provided for herein shall be in writing and shall be deemed to have been
      duly given when delivered personally or by overnight courier with a
      receipt obtained therefor or when mailed by United States registered or
      certified mail, return receipt requested, postage prepaid, addressed as
      follows:

                  If to the Consultant, to:          Philip C. Pauze
                                                     34 Lyric Arbor Court
                                                     The Woodlands, TX  77381
                                                     (409) 271-1187 telephone

                  If to the Company, to:             Mr. John F. Dee
                                                     President and CEO
                                                     HeavenlyDoor.com, Inc.
                                                     840 Memorial Drive
                                                     Cambridge, MA 02139
                                                     (617) 491-1100 telephone
                                                     (617) 491-9019 fax

      or to such other address as either party may furnish to the other in
      writing in accordance with this Section, except that notices or changes of
      address shall be effective upon receipt.

9.    OTHER PROVISIONS.

      9.1   Remedies. In the event of any breach by Consultant of any of the
            provisions of this Agreement, the Company shall be entitled, in
            addition to monetary damages and to any other remedies available to
            the Company under this Agreement and at law, to equitable relief,
            including injunctive relief, and to payment by Consultant of all
            costs incurred by the Company in enforcement against Consultant of
            the provisions of this Agreement, including reasonable attorneys'
            fees.

      9.2   No Waiver. Waiver of any provision of this Agreement, in whole or in
            part, in any one instance shall not constitute a waiver of any other
            provision in the same instance, nor any waiver of the same provision
            in another instance, but each provision shall continue in full force
            and effect with respect to any other then-existing or subsequent
            breach.

      9.3   Headings. The paragraph headings have been inserted for purposes of
            conveniences only and shall not be used for interpretive purposes.

      9.4   Assignment. This Agreement, and the rights and obligations
            hereunder, may not be assigned or transferred by either party
            without the prior written consent of the other party, except the
            Company may assign this Agreement in connection with the merger,
            consolidation, or sale of all or substantially all assets of the
            Company.


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            Subject to the foregoing, this Agreement shall be binding upon
            Consultant and his heirs, executors, administrators, successors,
            representatives and assigns and shall inure to the benefit of the
            Company and any successor or assign of the Company.

      9.5   Entire Agreement. This Agreement, including Schedule 1 attached
            hereto and incorporated herein by reference, constitutes the entire
            agreement of the parties with regard to the subject matter hereof,
            and supersedes all previous written or oral representations,
            agreements and understandings between the Company and Consultant,
            whether expressed or implied. This Agreement may be executed in one
            or more counterparts, each of which shall be deemed to be an
            original, but all of which together will constitute one and the same
            agreement.

      9.6   Amendment. Any amendment or modification of this Agreement or waiver
            of any right, in whole or in part, will be effective only if it is
            in writing and signed by the parties hereto.

      9.7   Applicable Law and Severability. This Agreement shall be governed by
            the law of The Commonwealth of Massachusetts. If a court of
            competent jurisdiction determines that any provision of this
            Agreement is invalid or unenforceable, then the validity or
            unenforceability of that provision shall not affect the validity or
            enforceability of any other provision of this Agreement, and all
            other provisions shall remain in full force and effect. If any of
            the provisions of this Agreement is held to be excessively broad, it
            shall be reformed and construed by limiting and reducing it so as to
            be enforceable to the maximum extent permitted by law.

Consultant and the Company have executed and delivered this Agreement as a
document under seal as of the Effective Date.

                                    COMPANY:  HEAVENLYDOOR.COM, INC.


                                    By:  __________________________________
                                            John F. Dee, President and CEO


                                    CONSULTANT:


                                    _______________________________________
                                    Philip C. Pauze


For payment purposes, please furnish the following information:

      Home Address: 34 Lyric Arbor Court, The Woodlands, TX 77381

      Soc. Sec. #: ###-##-####


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                                   SCHEDULE 1

<TABLE>
<CAPTION>
Consulting Services               Cash Payments to be
Provided During the                 Made During the
     Month of                           Month of                      Grant Dates for Stock Options
-------------------               -------------------                 -----------------------------
     <S>                          <C>                                    <C>
     January
     February
     March                        April - current year                   April 15 - current year



     April
     May
     June                         July - current year                    July 15 - current year



     July
     August
     September                    October -current year                  October 15 - current year



     October
     November
     December                     January - following year               January 15 -following year
</TABLE>


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