EXHIBIT 10.17


                        INDEPENDENT CONTRACTOR AGREEMENT

     This  Agreement  is  made  ,and  entered  into  as  of  the  _____  day  of
____________________,  by and between  Neptune  Pre-Need Plan Inc.  (hereinafter
called "Neptune") and _____________ (hereinafter called "Salesperson").

     WHEREAS,  Salesperson  is engaged  in the  business  of  selling  goods and
services manufactured or furnished by others; and

     WHEREAS,  Neptune has the need for such services in its business of selling
pre-need cremation contracts; and

     WHEREAS, the parties to this Agreement intend to create the relationship of
company and independent contractor, not that of employer and employee;

     NOW,  THEREFORE,  in  consideration  of the promises and mutual  agreements
herein contained, the parties hereto agree as follows:

     1.  Salesperson  as  Independent  Contractor.  Salesperson  is and  will be
considered an independent  contractor  under this Agreement.  Nothing  contained
herein is  intended  by the  parties  to create an  employment  relationship,  a
partnership,  or a joint venture.  Salesperson hereby assumes all responsibility
for  any and  all  tax  obligations  arising  from  Salesperson's  status  as an
independent contractor.

     2. Salesperson's Duties.  Salesperson shall have the following duties under
this Agreement:

     (a)  Salesperson  shall  attempt  to sell the  services  offered by Neptune
Society of Los Angeles,  Ltd.  (hereinafter referred to as "Neptune Society") by
procuring the signatures of third persons on pre--need cremation contracts to be
performed by Neptune Society at a future date. Salesperson shall solicit members
of Neptune  Society and other leads provided by Neptune.  Salesperson  may also,
and is encouraged to, procure and solicit the Salesperson's own leads.

     (b)  Salesperson  shall  provide  any  and  all  equipment,  -supplies  and
materials  as may be  necessary  to  fulfill  Salesperson's  duties  under  this
Agreement.  Salesperson  is  also  responsible  for the  payment  of any and all
business or traveling expenses incurred in performing Salesperson's duties under
this  Agreement.  Salesperson  understands  that he/she may suffer a loss in the
event that the expenses  associated  with the items  described in this Paragraph
(b) exceed the Salesperson's compensation under Section 5 of this Agreement.

     (c) Salesperson shall hire, supervise and pay the assistants,  if any, that
Salesperson  feels are  necessary or desirable to fulfill  his/her  duties under
this Agreement.

     3. Salesperson's Rights.

     (a) Salesperson  retains the right to contract to provide similar  services
to other individuals and other businesses.

     (b)  Salesperson  shall have no obligation to work any particular  hours or
any particular amount of hours.

     (c) Salesperson shall have no obligation to perform any services other than
those required to complete its duties under this Agreement.



                                      -1-
<PAGE>

     (d)  Neptune  agrees  that it shall  have no right to control or direct the
details,  manner or means by which  Salesperson  accomplishes the results of the
work required of Salesperson under this Agreement.  Neptune, however, will sever
its  relationship  with  Salesperson upon learning that Salesperson has utilized
any illegal, fraudulent, deceptive or misleading methods of sales.

     (e) Salesperson may perform the duties required under this Agreement at any
location  selected  by  Salesperson.  Salesperson  shall not be  limited  to any
designated territory or route.

     (f)  Salesperson  may perform the duties  required  under this Agreement in
such order or sequence  determined  by  Salesperson  without  interference  from
Neptune or any other person.

     (g)  Salesperson  need not submit reports to Neptune.  Completed  pre--need
cremation contracts,  however,  must be submitted for the purpose of calculating
the commissions due to Salesperson.

     4.  Salesperson's  Expenses.  As full  and  complete  compensation  for the
services  required under this Agreement,  Salesperson  shall be entitled to only
the payments described in Section 5 of this Agreement.  Salesperson shall not be
entitled to bonuses , sick pay, fringe benefits, or any additional compensation.
Salesperson  shall  be  responsible  for all  expenses  incurred  in  fulfilling
Salesperson's duties under this Agreement.

     5. Payment.  Salesperson  shall be entitled to the following  compensation,
but only upon completing the sale of a pre--need cremation or related service to
the  satisfaction  of Neptune which shall not occur prior to the receipt of good
funds from the pre-need client.

     (a) For each completed basic pre-need  cremation  contract that Salesperson
procures,  the  Salesperson  shall  be  paid  $____________.  A  basic  pre-need
cremation  contract includes the sale of a cremation  container,  cremation urn,
crematory cost, membership fee, professional services fee and sales tax.

     (b)  Additional  compensation  is available  for the sale of the  following
services:

     (1) For the sale of a travel option, Salesperson shall be paid, in addition
to the other amounts set forth herein, the sum of $_____________;

     (ii) If the  basic  pre-need  cremation  contract  is  procured  through  a
self--generated  lead which is secured by the Salesperson and which is neither a
lead  provided by Neptune nor a sale to an existing  member of Neptune  Society,
the  Salesperson  shall be paid,  in  addition  to the other  amounts  set forth
herein, the sum of $_____________; and

     (iii)  If the  basic  pre-need  cremation  contract  is paid  in full  upon
execution by the pre-need client,  the Salesperson shall be paid, in addition to
the other amounts set forth herein, the sum of $____________.

     Amounts owed to Salesperson  on all properly  executed  pre-need  cremation
contracts  submitted to Neptune prior to the 15th day of each month will be paid
on or before the 20th day of such  month.  Payments  due to  Salesperson  on all
properly executed preneed



                                      -2-
<PAGE>

cremation  contracts  submitted  to Neptune  prior to the last day of each month
will be paid to Salesperson on or before the 5th day of the following month.

     6. Salesperson's Equipment.

     (a)  Salesperson  will provide any and all vehicles,  telephones  and other
equipment necessary to perform Salesperson's services hereunder at Salesperson's
sole cost and expense.

     (b) Salesperson  shall be solely  responsible for repairs,  maintenance and
all other expenses  associated  with all vehicles and other  equipment which are
used in fulfilling the terms of this Agreement.

     7.  Neptune's  Duties.  Neptune  shall  pay  Salesperson   compensation  in
accordance  with  Section 5 of this  Agreement.  No other  duties are assumed by
Neptune under this Agreement, including but not limited to the following:

     (a) Neptune shall not instruct  Salesperson as to the time, place or method
of performing Salesperson's duties under this Agreement.

     (b) Neptune shall not train  Salesperson  to perform the services  required
under this Agreement in any particular method or manner.

     (c)  Neptune  shall not hire,  supervise  or pay any  assistants  which the
Salesperson  deems  necessary or advisable for fulfilling  Salesperson's  duties
under this Agreement.

     (d) Neptune shall not provide Salesperson with any tools or equipment which
may be  necessary  or  desirable  to  fulfill  Salesperson's  duties  under this
Agreement.

     8. Complete  Agreement.  This is the complete agreement between the parties
and  supersedes  all  prior   contracts,   correspondence,   negotiations,   and
discussions.

     9. Construction.

     (a) This  Agreement  prevails over any  conflicting  parts of any pre--need
cremation contract or other document or agreement (whether  handwritten,  typed,
printed or oral).

     (b) This  Agreement  constitutes  the product of negotiation of the parties
hereto, and the enforcement hereof shall be interpreted in a neutral manner, and
not  more   strongly  for  or  against  any  party  based  upon  the  source  of
draftsmanship hereof.

     10.  Partial  Invalidity.  If any part or parts of this  Agreement are held
invalid, illegal or unenforceable, the rest will remain valid and enforceable.

     11.  Notices.  Any and all  notices  between  or among the  parties to this
Agreement  shall be in writing and shall be deemed made or given when personally
served or within  three  days after  being  placed in the  United  States  mail,
postage  prepaid,   registered  or  certified,  return  receipt  requested,  and
addressed as follows:  Notices to  Salesperson  shall be addressed in the manner
indicated  following  Salesperson's  signature  on this  Agreement;  Notices  to
Neptune shall be addressed to Neptune Pre-Need Plan, Inc.,  ___________________.
The



                                      -3-
<PAGE>

address of any of the parties hereto may be changed by giving notice as required
in this paragraph.

     12.  Modification.  This Agreement may not be modified  except in a writing
signed by both parties.

     13.  Non-Waiver  of Rights  and  Breaches.  No  failure or delay of a party
hereto in the  exercise  of any right  given to such party  hereunder  or by law
shall  constitute a waiver thereof,  nor shall any single or partial exercise of
any of such rights preclude any other further  exercise  thereof or of any other
right.  The waiver by a party hereto of any breach of any provision hereof shall
not be deemed to be a waiver of any subsequent breach thereof,  or any breach of
any other provision.

     14. Term.

     (a) This  Agreement  shall be effective  for a term of one year,  and shall
continue for  successive  one-year  terms,  unless it is terminated  pursuant to
subsection (b) below.

     (b)  Due to the  extremely  sensitive  nature  of the  duties  required  of
Salesperson  under this  Agreement,  this  Agreement may be terminated by either
party, at any time, with or without cause, and with or without notice.  Services
provided before the termination of this Agreement will continue to be subject to
the terms hereof.

     15.  Choice of Law.  This  Agreement  shall be enforced and governed by and
construed under the laws of the State of California.

     16.  Trade  Secrets.   Salesperson  acknowledges  that,  pursuant  to  this
Agreement,  Salesperson  will have  access  to trade  secrets  and  confidential
information  about Neptune and Neptune  Society,  their services,  customers and
business operations.  Salesperson agrees that, while this Agreement is in effect
and for a period of one year  after its  termination,  Salesperson  will not use
such  confidential  information  or trade  secrets for any purpose other than as
specifically  provided in this  Agreement and will not,  directly or indirectly,
disclose to any third person any such confidential information or trade secrets.

     IN WITNESS WHEREOF,  Neptune and Salesperson have executed this Independent
Contractor Agreement as of the date and year first above written.

SALESPERSON                                   NEPTUNE PRE-NEED PLAN, INC.
                                              By:
   Signature                                  Its:

   Print Name


   Street Address

   City/State/Zip Code

   Telephone Number


                                      -4-