NEPTUNE SOCIETY INC/FL
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>8
<FILENAME>ex-10_32.txt
<TEXT>
                                                                    EXHBIT 10.32


                                     Warrant

THIS  WARRANT  AND THE SHARES  DELIVERABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT") OR THE  SECURITIES  LAWS OF ANY  STATE  OF THE  UNITED  STATES  AND MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (i) TO THE COMPANY, (ii) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, IF
AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (iii) IN
COMPLIANCE WITH THE EXEMPTION FROM  REGISTRATION  UNDER THE 1933 ACT PROVIDED BY
RULE 144 THEREUNDER, IF APPLICABLE, OR (iv) IN COMPLIANCE WITH ANOTHER EXEMPTION
FROM  REGISTRATION  AND ANY APPLICABLE STATE SECURITIES LAWS, IN EACH CASE AFTER
PROVIDING  EVIDENCE  SATISFACTORY  TO THE COMPANY THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE 1933 ACT.

                WARRANT TO PURCHASE 30,000 SHARES OF COMMON STOCK

                            THE NEPTUNE SOCIETY, INC.
                             (a Florida corporation)

                     Not Transferable or Exercisable Except
                        Upon Conditions Herein Specified
                      Void after 5:00 O'Clock P.M., Pacific
              Standard Time, on the Expiry Date (as herein defined)

     THE NEPTUNE SOCIETY INC., a Florida  corporation  (the  "Company"),  hereby
certifies  that Green Leaf  Investors  I, LLC, a  California  limited  liability
company, its registered successors and permitted assigns registered on the books
of the Company  maintained  for such purposes as  registered  holder hereof (the
"Holder"),  for value  received,  is entitled  to purchase  from the Company the
number of fully paid and  non-assessable  shares of $.002 par value common stock
of the  Company  ("Shares")  stated  above at a  purchase  price of Six  Dollars
($6.00) per Share (the "Exercise  Price") (the number of Shares and the Exercise
Price being subject to adjustment as  hereinafter  provided)  upon the terms and
conditions herein provided.

1.   Exercise of Warrants.

     (a)  Subject to Section  1(b),  upon  presentation  and  surrender  of this
Warrant,  with the attached Exercise Form duly executed, at the principal office
of the Company at 3500 W. Olive, Suite 1430, Burbank,  California,  91505, or at
such other place as the Company may  designate  by notice to the Holder  hereof,
with and upon payment (which may be in the form of a certified or bank cashier's
check  payable to the order of the  Company or in the form of  electronic  funds
transfer to the Company's  account,  the wiring  instructions for which shall be
provided  upon  request by the Holder) in the amount of the  aggregate  Exercise
Price for the Shares being



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<PAGE>

purchased,  the  Company  shall  deliver to the  Holder  hereof as  promptly  as
practicable,  certificates representing the Shares being purchased. This Warrant
way be  exercised in whole or in part;  and, in case of exercise  hereof in part
only,  the  Company,  upon  surrender  hereof,  will deliver to the Holder a new
Warrant  Certificate or Warrant  Certificates of like tenor entitling the Holder
to  purchase  the  number  of  Shares  as to  which  this  Warrant  has not been
exercised.

     (b)  This Warrant may be exercised in whole or in part at any time prior to
5:00 o'clock  P.M.,  Pacific  Standard  Time,  on August ___,  2002 (the "Expiry
Date"); provided, however, that in the event of (i) the closing of the Company's
sale or transfer of all or substantially  all of its assets, or (ii) the closing
of the  acquisition  of the  Company  by  another  entity  by means of a merger,
consolidation or other transaction or series of related  transactions  resulting
in the exchange of the  outstanding  shares of the Company's  capital stock such
that the stockholders of the Company prior to such transaction own,  directly or
indirectly,  less than 50% of the voting  power of the  surviving  entity,  this
Warrant shall  automatically be deemed to be exercised in full in the manner set
forth in Section 2 below,  without any  further  action on behalf of the Holder,
immediately prior to the closing of such transaction. In the event of a proposed
transaction of the kind described in this Section 1(b), the Company shall notify
the Holder at least fifteen (15) days prior to the closing of such transaction.

2.   Net or Cashless Exercise.

     In lieu of  exercising  this  Warrant in the manner  provided  in Section 1
above, the Holder may elect to receive Shares equal to the value of this Warrant
(or the portion  thereof  being  canceled)  by  surrender of this Warrant at the
address set forth above,  together with notice of such election,  in which event
the Company shall issue to the Holder that number of Shares  computed  using the
following formula:

           X =      Y(A-B)
                       A

Where:     X =      The number of shares of Common Stock to be issued to the
                    Holder pursuant to this net issue exercise;

           Y        = The number of Shares purchasable under this Warrant
                    (at the date of such  calculation)  with  respect  to
                    which the net issue exercise is made;

           A        = The Fair  Market  Value (as herein  defined) of one
                    share of  Common  Stock  (at the  time the net  issue
                    exercise is made)

           B        = The  Exercise  Price  (as  adjusted  to the  date  of such
                    calculation)

For  purposes of this  Section 2, "Fair  Market  Value" means as of a particular
date:  (i) if traded on a  securities  exchange or through  the Nasdaq  National
Market,  the average of the closing prices of the securities on such exchange or
on the Nasdaq  National  Market over the thirty (30) day period ending three (3)
days prior to the net issue exercise election; (ii) if traded  over-the-counter,
the



                                       2
<PAGE>

average of the closing bid or sale prices  (whichever  is  applicable)  over the
thirty  (30) day period  ending  three (3) days prior to the net issue  exercise
election;  and (iii) if there is no active public market,  the fair market value
as  mutually  determined  in good  faith by the  board of the  directors  of the
Company and the Holder.

3.   Exchange  of  Warrant.  This  Warrant,  at any time  prior to the  exercise
hereof,  upon presentation and surrender to the Company,  may be exchanged alone
or with other Warrants of like tenor  registered in the name of the Holder,  for
another  Warrant  or other  Warrants  of like  tenor in the name of such  Holder
exercisable  for the same aggregate  number of Shares as the Warrant or Warrants
surrendered.

4.   Rights and Obligations of Warrant Holder.

     (a)  The Holder of this Warrant Certificate shall not, by virtue hereof, be
entitled  to any rights of a  stockholder  in the  Company,  either at law or in
equity;  provided,  however, in the event that any certificate  representing the
Shares is issued to the Holder hereof upon exercise of this Warrant, such Holder
shall,  for all purposes,  be deemed to have become the holder of record of such
Shares  on the date on which  this  Warrant  Certificate,  together  with a duly
executed  Exercise Form, was  surrendered  and payment of the Exercise Price was
made, irrespective of the date of delivery of such Share certificate. The rights
of the Holder of this  Warrant  are  limited to those  expressed  herein and the
Holder of this Warrant,  by its acceptance hereof,  consents to and agrees to be
bound by and to comply  with all the  provisions  of this  Warrant  Certificate,
including,  without  limitation,  all the  obligations  imposed  upon the Holder
hereof by Section 6 hereof. In addition, the Holder of this Warrant Certificate,
by accepting the same,  agrees that the Company may deem and treat the person in
whose name this Warrant  Certificate  is  registered on the books of the Company
maintained  for such  purpose as the  absolute,  true and  lawful  owner for all
purposes whatsoever,  notwithstanding any notation of ownership or other writing
hereon.

     (b)  No Holder of this Warrant  Certificate,  as such, shall be entitled to
vote or  receive  distributions  or to be deemed  the  holder of Shares  for any
purpose,  nor shall anything contained in this Warrant  Certificate be construed
to confer  upon any  Holder of this  Warrant  Certificate,  as such,  any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any action by the Company,  whether upon any recapitalization,  issue
of stock,  reclassification of stock, merger,  conveyance or otherwise,  receive
notice of meetings or other action  affecting  stockholders  (except for notices
provided for herein), receive distributions,  subscription rights, or otherwise,
until this Warrant shall have been exercised and the Shares purchasable upon the
exercise  hereof shall have become  deliverable  as provided  herein;  provided,
however, that any such exercise on any date when the stock transfer books of the
Company shall be closed shall  constitute the person or persons in whose name or
names the certificate or  certificates  for those Shares are to be issued as the
recordholder  or holders  thereof for all purposes at the opening of business on
the next  succeeding  day on which such stock  transfer  books are open, and the
Warrant  surrendered shall not be deemed to have been exercised,  in whole or in
part as the case may be, until the next  succeeding  day on which stock transfer
books are open for the purpose of determining  entitlement to  distributions  on
the Company's common stock.



                                       3
<PAGE>

5.   Shares  Underlying  Warrants.  The  Company  covenants  and agrees that all
Shares delivered upon exercise of this Warrant shall,  upon delivery and payment
therefor,   be  duly  and  validly   authorized   and  issued,   fully-paid  and
non-assessable,  and free from all stamp taxes,  liens, and charges with respect
to the issuance thereof. In addition, the Company agrees at all times to reserve
and keep  available  an  authorized  number of Shares  sufficient  to permit the
exercise in full of this Warrant.

6.   Disposition of Warrants or Shares.

     (a)  The holder of this Warrant Certificate and any transferee hereof or of
the Shares  issuable  upon the  exercise  of the Warrant  Certificate,  by their
acceptance hereof, hereby understand and agree that this Warrant, and the Shares
issuable upon the exercise hereof have not been registered under either the 1933
Act or  applicable  state  securities  laws (the "State  Acts") and shall not be
sold, pledged,  hypothecated,  donated, or otherwise transferred (whether or not
for  consideration)  except  upon the  issuance  to the  Company of a  favorable
opinion of counsel  or  submission  to the  Company of such  evidence  as may be
satisfactory  to counsel or submission to the Company of such evidence as may be
satisfactory  to counsel to the Company,  in each such case,  to the effect that
any such  transfer not be in  violation  of the 1933 Act and the State Acts.  It
shall be a condition to the transfer of this Warrant that any transferee thereof
deliver to the Company its  written  Agreement  to accept and be bound by all of
the terms and conditions of this Warrant.

     (b)  The stock  certificates  of the Company that will  evidence the Shares
with respect to which this  Warrant may be  exercisable  will be imprinted  with
conspicuous legend in substantially the following form:

     "The securities  represented by this  certificate  have not been registered
     under  either the  Securities  Act of 1933,  as  amended  (the  "Act"),  or
     applicable  state securities laws (the "State Acts") and shall not be sold,
     pledged, hypothecated, donated or otherwise transferred (whether or not for
     consideration)  by the holder  except upon the issuance to the Company of a
     favorable  opinion of its  counsel or  submission  to Company of such other
     evidence as may be  satisfactory  to counsel of the  Company,  in each such
     case, to the effect that any such transfer shall not be in violation of the
     Act and the State Acts."

Except as provided in Piggyback  Registration  Agreement  of even date  herewith
between the Holder and the Company (the "Registration  Agreement"),  the Company
has not agreed to register any of the Holder's Shares with respect to which this
Warrant may be exercisable for distribution in accordance with the provisions of
the 1933 Act or the State Acts and the Company has not agreed to comply with any
exemption from registration  under the 1933 Act or the State Acts for the resale
of the  Holder's  Shares with  respect to which this  Warrant may be  exercised.
Hence, it is the  understanding  of the Holder of this Warrant that by virtue of
the provisions of certain rules respecting "restricted  securities"  promulgated
by the Securities and Exchange  Commission the Shares with respect to which this
Warrant may be exercisable may be required to he held  indefinitely,  unless and
until registered under the 1933 Act and the State Acts, unless



                                       4
<PAGE>

an exemption  from such  registration  is available in which case the Holder may
still be limited as to the number of Shares with  respect to which this  Warrant
may be exercised that may be sold.

7.   Adjustments.  The number of Shares  purchasable  upon the  exercise of each
Warrant is subject to adjustment from time to time upon the occurrence of any of
the events enumerated below.

     (a)  In  case  the  Company  shall,  (i) pay a  dividend  in  Shares;  (ii)
subdivide its  outstanding  Shares into a greater number of Shares (iii) combine
its  outstanding  Shares into a smaller  number of Shares;  the number of Shares
purchasable upon the exercise of the Warrant  immediately prior thereto shall be
adjusted so that the Holder  shall be entitled to receive  upon  exercise of the
Warrant  that number of Shares  which such Holder would have owned or would have
been  entitled  to receive  after the  happening  of such event had such  Holder
exercised the Warrant  immediately prior to the record date, in the case of such
dividend,  or the  effective  date,  in the  case  of any  such  subdivision  or
combination.  Appropriate  adjustments shall also be made to the Exercise Price,
but the  aggregate  Exercise  Price for the total  number of Shares  purchasable
under this Warrant (as  adjusted)  shall  remain the same.  An  adjustment  made
pursuant to this  Section  7(a) shall be made  whenever any of such events shall
occur, but shall become effective  retroactively  after such record date or such
effective date, as the case may be, as to Warrants exercised between such record
date or effective date and the date of happening of any such event.

     (b)  In case of any capital  reorganization,  any  reclassification  of the
capital  stock of the  Company  (other  than as a result of a stock  dividend or
subdivision, split up or combination of shares) or any merger, sale or exchange,
lease,  transfer or other  disposition  or share  exchange  (except as otherwise
provided in Section 1(b)), the number of Shares purchasable upon the exercise of
the  Warrant  immediately  prior  thereto  shall be adjusted  (effective  on the
opening of business on the date after the effective date of such reorganization,
reclassification, merger, sale or exchange, lease, transfer or other disposition
or share exchange) so that the Holder shall be entitled to receive upon exercise
of the  Warrant  the kind and number of shares of stock or other  securities  or
property of the Company or of the  corporation  resulting  from  surviving  such
merger or to which such properties,  and assets shall have been sold, exchanged,
leased,  transferred or otherwise  disposed or which was the  corporation  whose
securities  were  exchanged  for those of the Company to which the holder of the
number of Shares deliverable (at the close of business,  on the date immediately
preceding the effective date of such reorganization,  reclassification,  merger,
sale,  exchange,  lease,  transfer or other disposition or share exchange) would
have been entitled upon such  reorganization,  reclassification,  merger,  sale,
exchange,  lease,  transfer or other disposition or share exchange.  Appropriate
adjustments shall also be made to the Exercise Price, but the aggregate Exercise
Price  for the total  number  of  Shares  purchasable  under  this  Warrant  (as
adjusted)  shall  remain the same.  The  provisions  of this  Section 7(b) shall
similarly  apply  to  successive  reorganizations,  reclassifications,  mergers,
leases,  exchanges,  leases,  transfers  or other  dispositions  or other  share
exchanges.

     (c)  If and whenever any Additional  Shares (as hereinafter  defined) shall
be issued by the Company (i) for a cash  consideration  less than the amount per
share  determined by dividing (1) $6.00 by (2) the ratio (the "Initial  Exchange
Ratio") of (A) the number of Shares  with  respect



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<PAGE>

to which this Warrant was  exercisable  into (taking into account at adjustments
thereto  required to be made hereunder) at the close of business on the business
day  immediately  preceding  the day of  such  issue  (the  "Initial  Number  of
Shares"), to (B) 30,000, or (ii) without consideration,  then in each such case,
the number of Shares  purchasable upon the exercise of this Warrant  Certificate
shad be  increased  effective  as of the opening of business on the date of such
issue (the "Issue  Date") by  multiplying  the Initial  Number of Shares by that
ratio obtained:  (1) by multiplying (A) $6.00 times (B) the aggregate  number of
Shares  issued and  outstanding  at the close of business on the Issue Date (the
"Issue Date Shares") and (2) by dividing the product thus  determined by the sum
of the  following  clauses  (3) and (4):  (3) $6.00  divided by (x) the  Initial
Exchange Ratio and the quotient thus determined  multiplied by (y) the number of
Shares  issued and  outstanding  at the close of  business on the  business  day
immediately  preceding the Issue Date; plus (4) the amount of the  consideration
(if any) received by the Company for the  Additional  Shares issued on the Issue
Date.

     (d)  In case of the issuance of any Additional  Shares for a  consideration
part or all of which  shall  be  cash,  the  amount  of the  cash  consideration
therefor  shall be deemed to be the amount of the cash  received  by the Company
for such shares,  or, if such  Additional  Shares are offered by the Company for
subscription,  the subscription  price,  or, if such Additional  Shares shall be
sold to  underwriters  or dealers  pursuant to a public  offering  other than by
subscription,  the initial  public  offering  price,  less any  compensation  or
discount  in the sale,  underwriting  or  purchase  thereof by  underwriters  or
dealers or others  performing  similar services or for any expenses  incurred in
connection therewith.

     (e)  In case of the issuance of any Additional  Shares for a  consideration
part or all of which shall be other than cash,  the amount of the  consideration
therefor  other than cash shall be deemed to be the Fair  Market  Value for such
consideration  as determined in accordance with Section 7(j) hereof.  In case of
the  reclassification  of  securities  into  Shares,  the Shares  issued in such
reclassification  shall be deemed to have been issued for a consideration  other
than cash  immediately  prior to the close of business on the date fixed for the
determination of the stockholders entitled to receive such Shares.

     (f)  Additional  Shares issued by way of dividend or other  distribution on
any class of capital  stock of the  Company  shall be deemed to have been issued
without  consideration and shall be deemed to have been issued as of the opening
of business on the business  day  immediately  following  the date fixed for the
determination  of the  stockholders  entitled to receive such  dividend or other
distribution.

     (g)  The term "Additional  Shares" as used herein shall mean all Shares (or
shares of any other  class of  securities  of the Company  entitling  the holder
thereof to participate in any  distribution  of the Company's  remaining  assets
after  payment  to  the  holders  of  securities   entitled  to  a  preferential
distribution  upon any  dissolution,  liquidation  or winding-up of the Company)
issued  by the  Company  after  the date  hereof,  whether  or not  subsequently
reacquired or retired by the Company other than:

          (i)  Shares issued upon the exercise of this Warrant;



                                       6
<PAGE>

          (ii) shares issued by way of dividend or other  distribution on Shares
               or any  subdivision  or  combination  of  Shares  referred  to in
               Section   7(a)  or  on   Shares   resulting   from  any   capital
               reorganization,   reclassification,  merger,  sale  or  exchange,
               lease,  transfer or other  disposition or share exchange referred
               to in Section 7(b); or

          (iii) shares  ("Acquisition   Shares")   issued  by  the   Company  in
               connection with and as  consideration  for the acquisition by the
               Company  or any  Subsidiary  of the  assets  or stock of  another
               corporation pursuant to a bona fide purchase and sale transaction
               with one or more persons acting at arm's length from the Company,
               the Subsidiaries;  and their respective  directors,  officers and
               significant  shareholders,  provided such  transaction is in good
               faith approved by the Board of Directors of the Company.

     (h)  In case of the issuance of

          (i)  options to purchase or rights to subscribe for Shares,

          (ii) securities by their terms  convertible into, or exchangeable for,
               Shares, or

          (iii)options to purchase or rights to subscribe  for such  convertible
               or exchangeable securities;

then, in each such case,  for all purposes of this Section 7 (including  without
limitation for the purpose of determining  the Issue Date Shares  referred to in
Section   7(c)(ii)(1)(B)  and  the  number  of  Shares  issued  and  outstanding
immediately prior to the Issue Date referred to in Section 7(c)(ii)(3)(y)):

          (iv) The aggregate maximum number of Shares  deliverable upon exercise
               of such  options to  purchase or rights to  subscribe  for Shares
               shall be deemed to be Additional  Shares at the time such options
               or  rights  were  issued  and for a  consideration  equal  to the
               consideration (determined in the manner provided in Sections 7(c)
               and (d)) if any,  received  by the Company  upon the  issuance of
               such options or rights plus the minimum  purchase  price provided
               in such options or rights for the Shares covered thereby.

          (v)  The aggregate number of Shares deliverable upon conversion of, or
               in exchange for, any such convertible or exchangeable  securities
               or upon  the  exercise  of  options  to  purchase  or  rights  to
               subscribe for such  convertible  or  exchangeable  securities and
               subsequent  conversion or exchange  thereof shall be deemed to be
               Additional Shares at the time such securities were issued or such
               options or rights  were issued and for a  consideration  equal to
               the consideration received by the Company for any such securities
               or related  options or rights  (excluding  any cash  received  on
               account of accrued interest or accrued  distributions),  plus the
               additional  consideration,  if any, to be received by the Company
               upon  the



                                       7
<PAGE>

               conversion or exchange of such  securities or the exercise of any
               related options or rights (the  consideration  in each case to be
               determined in the manner provided in Sections 7(c) and 7(d)).

          (vi) In the event of any  change in the  number of Shares  deliverable
               upon exercise of any such options or rights or  securities  other
               than a change resulting from the antidilution provisions thereof,
               the  number  of  Shares  purchasable  upon the  exercise  of this
               Warrant  shall  be  readjusted  effective  as of the date of such
               change to the  number  which  would  have been  obtained  had the
               adjustment  made upon the  issuance of such  options or rights or
               securities  not  converted  prior to such  change or  options  or
               rights or  securities  related to such  securities  not converted
               prior to such change been made on the basis of such change.

          (vii)On the expiration of any such options or rights,  the termination
               of any such rights to convert or exchange  or the  expiration  of
               any options or rights related to such convertible or exchangeable
               securities, the number of Shares purchasable upon the exercise of
               this  Warrant  shall  forthwith be  readjusted  to such number as
               would have obtained had the adjustment  made upon the issuance of
               such options, rights,  securities or options or rights related to
               such  securities been made upon the basis of the issuance of only
               the number of Shares  actually  issued upon the  exercise of such
               options  or  rights,  upon the  conversion  or  exchange  of such
               securities, or upon the exercise of the options or rights related
               to such securities and subsequent conversion or exchange thereof

     (i)  No adjustment shall be required pursuant to this Section 7 unless such
adjustment would require an increase or decrease of at least 1% in the number of
Shares purchasable hereunder;  provided,  however, that any adjustments which by
reason of this Section 7(i) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 7 shall be made to the nearest one-hundredth of a Share.

     (j)  The term Fair Market  Value as used in this  Section 7 with respect to
assets or property received by the Company or any other person shall be the fair
market  value,  regardless  of my prior  accounting  treatment of such assets or
property,  determined  in good faith by agreement of the Holder and the Board of
Directors  of the  Company.  If the Holder and the Board of  Directors  shall be
unable to agree as to such fair market  value,  the fair  market  value shall be
determined by the independent  certified public accountant at that time retained
by the  Company  to audit its books and  records,  and a  determination  by such
independent  certified public accountant shall be final,  conclusive and binding
or, if there be none,  or if such  accountant  shall refuse or be unable to make
such a determination then the sole issue of fair market value shall be submitted
to and settled by biding  arbitration  under and pursuant to the Oregon  Uniform
Arbitration  Act and the  rules  and  regulations  of the  American  Arbitration
Association,  and the decision or award of the arbitrator or arbitrators in such
arbitration  shall be final,  conclusive and binding and a final judgment may be
entered thereon by any court of competent jurisdiction.



                                       8
<PAGE>

     (k)  The Company will not, by any voluntary action,  avoid or seek to avoid
the  observance or  performance  of any of the terms to be observed or performed
hereunder  by the  Company,  but will at all times in good  faith  assist in the
carrying  out of all the  provisions  of this Section 7 and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the Holder of this Warrant against impairment.

8.   Notice.

     (a)  Whenever  the number of Shares  purchasable  hereunder  is adjusted as
herein  provided,  the  Company  shall  cause  to be  mailed  to the  Holder  in
accordance  with the  provisions of this Section 8 a notice (i) stating that the
number of Shares  purchasable  upon exercise of this Warrant have been adjusted,
(ii) setting forth the adjusted number of Shares  purchasable  upon the exercise
of a Warrant,  and (iii) showing in reasonable  detail the  computations and the
facts,  including  the amount of  consideration  received or deemed to have been
received by the Company, upon which such adjustments are based.

     (b)  In case:  (i) the  Company  shall take a record of the  holders of its
common  stock (or other  stock or  securities  at the time  receivable  upon the
exercise  of this  Warrant)  for the  purpose of  entitling  them to receive any
dividend or other distributions,  or any rights to subscribe for or purchase any
shares of stock of any class or any securities,  or to receive any other rights,
or (ii) of any capital  reorganization of the Company,  any  reclassification of
the capital  stock of the Company,  any  consolidation  or merger of the Company
with or into another entity,  or any conveyance of all or  substantially  all of
the assets of the Company to another entity, or (iii) any voluntary dissolution,
liquidation  or  winding-up  of the Company,  then,  and in each such case,  the
Company  will mail or cause to be mailed to the Holder a notice  specifying,  as
the case may be (A) the date on which a record is to be taken for the purpose of
such dividend,  distribution  or right,  and stating the amount and character of
such  dividend,   distribution   or  right,  or  (b)  the  date  on  which  such
reorganization,    reclassification,    consolidation,    merger,    conveyance,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of common stock (or such stock or
securities at the time  receivable  upon the exercise of this Warrant)  shall be
entitled  to  exchange  their  shares of common  stock (or such  other  stock or
securities)   for   securities   or  other   property   deliverable   upon  such
reorganization,    reclassification,    consolidation,    merger,    conveyance,
dissolution,  liquidation  or  winding-up.  Such notice shall be mailed at least
fifteen (15) days prior to the date specified therein.

9.   Fractional  Shares. The Company shall not be required to issue any fraction
of a Share upon the  exercise of  Warrants.  If more than one  Warrant  shall be
surrendered  for  exercise  at one time by the same  Holder,  the number of full
Shares which shall be issuable  upon  exercise  thereof shall be computed on the
basis of the  aggregate  number of Shares with  respect to which this Warrant is
exercised.  If any fractional  interest in a Share shall be deliverable upon the
exercise of this Warrant,  the Company shall make an adjustment therefor in cash
equal to such fraction  multiplied by the current  market price of the Shares on
the business day next preceding the day of exercise.



                                       9
<PAGE>

10.  Loss or Destruction.  Upon receipt of evidence  satisfactory to the Company
of the loss, theft, destruction,  or mutilation of This Warrant Certificate and,
in the  case of any  such  loss,  theft  or  destruction,  upon  delivery  of an
indemnity  agreement or bond  satisfactory in form,  substance and amount to the
Company or, in the case any such mutilation,  upon surrender and cancellation of
this Warrant Certificate,  the Company at its expense will, execute and deliver,
in lieu thereof, a new Warrant Certificate of like tenor.

11.  Survival.  The various  rights and  obligations of the Holder hereof as set
forth herein shall survive the exercise of the Warrants  represented  hereby and
the surrender of this Warrant Certificate.

12.  Notices.  Whenever  any notice,  payment of any  purchase  price,  or other
communication  is  required  to be given or  delivered  under  the terms of this
Warrant,  it shall be in  writing  and and will be deemed to have been  given or
delivered on the date such notice, purchase price or other communication is sent
by  facsimile,  provided  that a copy of the notice is sent by  Federal  Express
within  twenty-four hours  thereafter,  directed to the other parties (or to the
party  required  to be provided  with such  notice) at the  following  facsimile
numbers and addresses::

          If to the Company:

          The Neptune Society
          3500 West Olive, Suite 1430
          Burbank, CA 91505
          Phone:
          Facsimile: (818) 953-9844


          If to Holder:

          Green Leaf Investors I, LLC
          4444 Lakeside Drive, Suite 340
          Burbank, CA 01595-4068
          Attn:  Tom R. Camp
          Phone: (818) 840-1500
          Facsimile: (818) 556-6994


With a copy of any notice to Investor to:



                                       10
<PAGE>

          Jeffrey C. Wolfstone
          Lane Powell Spears Lubersky LLP
          601 SW Second Avenue, Suite 2100
          Portland, OR 97204-3158
          Phone: (503) 778-3158
          Facsimile: (503) 778-2200



Any party may, from time to time advise the others, by notice in writing, of any
change of address of the party.  From and after the giving of that  notice,  the
address therein  specified shall be deemed to be the address of the party giving
that notice.






                                       11
<PAGE>


                                     THE NEPTUNE SOCIETY, INC.


                                     By:    [Illegible]
                                     Title: -----------------------------------
                                     Date:  August 8, 2001



WITNESS:


[Illegible]
Witness Signature








                                       12
<PAGE>

                                  EXERCISE FORM


TO:   THE NEPTUNE SOCIETY, INC.

The undersigned  hereby exercises the right to acquire shares of Common Stock in
the capital stock of THE NEPTUNE SOCIETY,  INC. (the "Company") according to the
terms of the Warrant Certificate to which this Exercise Form is attached.

The undersigned hereby represents and warrants to the Company as follows (circle
one):

(a) the  undersigned  has  executed  and  delivered  to the  Company  Schedule A
attached hereto; or

(b) the undersigned has delivered to the Company a written opinion of counsel to
the effect that the exercise of the Warrant by the undersigned is not subject to
registration  under the United  States  Securities  Act of 1933, as amended (the
"1933 Act"), or the securities laws of any state of the United States.

"United States" and "U.S.  person" are as defined by Regulation S under the 1933
Act.

Number of Common Stock:


DATED at ------------ this --- day of --------------, ---------.


------------------------------          ---------------------------------------
Witness Signature                       Signature of Holder


                                        ---------------------------------------
                                        Print Name of Holder

                                        ---------------------------------------
                                        Address

                                        ---------------------------------------
                                        City, State and Zip Code




                                       13
<PAGE>

                                   SCHEDULE A



In  connection  with the  exercise  of the  Warrant to which this  Schedule A is
attached, the undersigned (the "Subscriber") covenants,  represents and warrants
to The Neptune Society, Inc. (the "Company") that:

(a)  the  Subscriber has such knowledge and experience in financial and business
     matters to be capable of  evaluating  the merits and risks of an investment
     in the  Shares  and it is  able to bear  the  economic  risk of loss of its
     entire investment;

(b)  the Company has provided to it the opportunity to ask questions and receive
     answers  concerning the terms and conditions of the offering and it has had
     access to such  information  concerning  the  Company as it has  considered
     necessary or  appropriate  in connection  with its  investment  decision to
     acquire the Shares;

(c)  the Subscriber is acquiring the Shares for its own account,  for investment
     purposes  only and not  with a view to any  resale,  distribution  or other
     disposition  of the Shares in  violation  of the United  States  securities
     laws;

(d)  the  Subscriber  understands  that the Shares have not been and will not be
     registered under the United States  Securities Act of 1933, as amended (the
     "1933 Act"),  or the securities  laws of any state of the United States and
     that the sale contemplated hereby is being made in reliance on an exemption
     from such registration requirements;

(e)  the  Subscriber  has not  purchased  the  Shares as a result of any form of
     general  solicitation  or general  advertising,  including  advertisements,
     articles,  notices  or other  communications  published  in any  newspaper,
     magazine or similar media or broadcast over radio,  or  television,  or any
     seminar  or  meeting   whose   attendees   have  been  invited  by  general
     solicitation or general advertising.

(f)  if the Subscriber  decides to offer, sell or otherwise  transfer any of the
     Shares,  it will not offer,  sell or otherwise  transfer any of such Shares
     directly or indirectly, unless:

     (i)  the sale is to the Company,

     (ii) the sale is made outside the United  States in a  transaction  meeting
          the requirements of Rule 904 of Regulation S under the 1933 Act and in
          compliance with applicable local laws and regulations;

     (iii) the Shares have been registered under the 1933 Act;



                                      A-1
<PAGE>

     (iv) the sale is made  pursuant  to the  exemption  from  the  registration
          requirements under the 1933 Act provided by Rule 144 thereunder and in
          accordance with any applicable state securities or "Blue Sky" laws; or

     (v)  the  Shares  are  sold  in  a   transaction   that  does  not  require
          registration  under  the 1933  Act or any  applicable  state  laws and
          regulations  governing  the offer and sale of  securities,  and it has
          prior to such sale  furnished  to the  Company  an  opinion of counsel
          reasonably satisfactory to the Company;

(g)  the  certificates  representing  the Shares will bear a legend stating that
     such shares have not been  registered  under the 1933 Act or the securities
     laws of any state of the United  States and may not be offered  for sale or
     sold unless  registered  under the 1933 Act and the securities  laws of all
     applicable   states  of  the  United  States  or  an  exemption  from  such
     registration requirements is available, and

(h)  the Subscriber  consents to the Company making a notation on its records or
     giving  instructions  to any  transfer  agent  of the  Company  in order to
     implement the restrictions on transfer set forth and described herein.

          Dated this ___ day of _______________________.


                                        ---------------------------------------
                                        (Name of Subscriber - please print)

                                        By: -----------------------------------
                                                (Authorized Signature)

                                        ---------------------------------------
                                                (Official Capacity or Title)

                                        ---------------------------------------
                                        (Please  print  name  of  individual
                                        whose  signature  appears  above  if
                                        different   than  the  name  of  the
                                        Subscriber printed above)





                                      A-2

</TEXT>
</DOCUMENT>
