EXHIBIT 10.24
                                                                         EXHIBIT
                            ASSET PURCHASE AGREEMENT


THIS  AGREEMENT is dated for  reference  the 31st day of December,  1999 between
Neptune Society of America,  Inc., a company  incorporated under the laws of the
State of California (the "Purchaser"),  Cremation Society of Washington, Inc., a
company  incorporated  under the laws of the State of Washington (the "Vendor"),
John C. Ayres ("Ayres") and The Neptune  Society,  Inc., a company  incorporated
under the laws of the State of Florida ("Neptune").

WHEREAS:

A.   The Vendor  operates and carries on,  directly and  indirectly,  a business
     known as "Cremation  Society of Washington",  "First Choice  Cremation" and
     "Spokane's  Cremation  Society"  providing  funeral,  burial and  cremation
     services  including the provision and sale of pre-need  cremation  services
     (the "Business").

B.   The Vendor's activities are limited to the operation and carrying on of the
     Business.

C.   Ayres  is the  legal  and  beneficial  owner  of  100%  of the  issued  and
     outstanding shares of the Vendor.

D.   Charles S. Wetmore ("Wetmore") is general manager of the Business.

E.   Neptune  is the  legal  and  beneficial  owner  of 100% of the  issued  and
     outstanding shares of the Purchaser.

F.   The Vendor has  agreed to sell all of the  assets of the  Business  and the
     Purchaser has agreed to purchase all of the assets of the Business.

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 acknowledged, the parties agree as follows:

7    INTERPRETATION

7.1  Definitions : In this  Agreement and in any schedules and  amendments,  the
     following  terms shall have the meanings set forth below unless the context
     otherwise requires:

     (a)  "Agreement" means this Agreement  including the Schedules  attached as
          the same may be amended or supplemented from time to time;

     (b)  "Assets"  means all of the Vendor's and Ayres'  rights in the Pre-Need
          Contracts,  the Trust Accounts,  the Intangible  Assets,  the Land and
          Buildings,  the Leased Assets,  the Leases, the Material Contracts and
          all other leases and contracts,  subject to the Purchaser's  right not
          to  assume  specific  contracts,   the  Specified  Assets,  the  Other
          Operating  and Fixed Assets and all other fixed  assets and  equipment
          used in connection  with the  Business,  all licenses and other rights
          required  in order for the


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          Purchaser  to  operate  the  Business,  the  Insurance  Policies,  all
          existing and prospective customer lists, lists of suppliers,  employee
          contracts,  promotional  material,  websites and  electronic  commerce
          sites,  price  lists,  the Books  and  Records  and other  information
          relating to the day to day  carrying on of the  Business  but does not
          include the Excluded Assets, the Excluded Liabilities and any personal
          assets of Ayres not used in connection with the Business;

     (c)  "Books and Records" means all files, ledgers,  correspondence,  lists,
          manuals,  reports,  texts,  notes,  memoranda,   invoices,   receipts,
          accounts,  financial  statements,  financial working papers,  computer
          discs,  tapes or other  means of  electronic  storage,  and all  other
          records or documents of any nature or kind whatsoever belonging to the
          Vendor in connection with the Business;

     (d)  "Business Day" means any day except Saturday,  Sunday or any statutory
          holiday in the State of Washington;

     (e)  "Claim"  means any claim by the Purchaser  against the Vendor,  or the
          Vendor  against  the  Purchaser,  for any  breach  of  representation,
          warranty,  covenant or other  agreement or obligation of the Vendor or
          Purchaser pursuant to this Agreement;

     (f)  "Closing"  means the completion of the sale and purchase of the Assets
          as provided in this Agreement;

     (g)  "Closing  Date"  means  the  close of  business  (i.e.  6:00  p.m.) on
          December  31,  1999 or such later date as the  parties may agree to in
          writing;

     (h)  "Encumbrances"  means  and  includes,  whether  or not  registered  or
          recorded, any and all:

          (i)       mortgages,  assignments of rent,  liens,  licences,  leases,
                    charges, security interests,  hypothecs, and pledges against
                    property  (whether  real,  personal,   mixed,   tangible  or
                    intangible),   or  conditional   sales  contracts  or  title
                    retention agreements or equipment trusts or financing leases
                    relating thereto, or any subordination to any right or claim
                    of others in respect thereof;

          (ii)      claims,  interests and estates against or in proper (whether
                    real,  personal,  mixed,  tangible or intangible)  including
                    easements,  rights-of-way servitudes or other similar rights
                    in property granted to or reserved or taken by any person or
                    any governmental body or authority;

          (iii)     any  option,  or other  right to  acquire,  or  acquire  any
                    interest in, any property; and

          (iv)      other  encumbrances  of  whatsoever  nature and kind against
                    property  (whether  real,  personal,   mixed,   tangible  or
                    intangible);  (iv) (i)  "Effective  Date" means December 31,
                    1999;

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     (j)  "Excluded Assets" means the accounts  receivable balance for performed
          at-need  services of the Business at the Effective Date, and, the cash
          and cash equivalents of the Business at the Effective Date;

     (k)  "Excluded  Liabilities"  means  all  actual  or  accrued  liabilities,
          including but not limited to all trade payables,  commissions payable,
          sales tax,  employee  remittances of every kind  whatsoever,  federal,
          municipal,  and/or state taxes of any kind whatsoever, with respect to
          the Business up to the Effective Date;

     (l)  "Funeral  Insurance  Policies" means those insurance polices set forth
          in  Schedule F, the  proceeds of which are to be used to fund  funeral
          cremation services provided by the Business;

     (m)  "General  Manager " means the duties of Wetmore  as of  September  30,
          1999 overseeing the operations of the Business;

     (n)  "Gross  Spokane  Revenues"  means  gross  revenue  from  the  Business
          generated by the Spokane  Locations,  determined  in  accordance  with
          generally  accepted  accounting  principles  of the  United  States of
          America, consistently applied;

     (o)  "Insurance  Policies" means those  insurance  policies as set forth in
          Schedule A;

     (p)  "Intangible  Assets" means those  registered and  unregistered  names,
          trade  names,  trademarks,  designs,  copyrights,  patents and similar
          rights specifically including, but not limited to, the Trade Names and
          any proprietary software set forth in Schedule B;

     (q)  "Land and Buildings"  means those interests in real property set forth
          in Schedule C;

     (r)  "Leased  Assets"  means those assets  included in the Assets which are
          leased by the Vendor and set forth in Schedule D;

     (s)  "Leases"  means the leases under which the Leased Assets are leased by
          the Vendor;

     (t)  "Material  Contracts"  means those  contracts  described in Subsection
          4.10;

     (u)  "Neptune Entities" means the Purchaser,  Neptune,  their subsidiaries,
          affiliates, successors or assigns

     (v)  "Other  Operating and Fixed  Assets"  means those  operating and fixed
          assets set forth in Schedule E;

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                                      -4-



     (w)  "Person" means an individual, a corporation,  a partnership,  a trust,
          an   unincorporated   organization   or   a   government   agency   or
          instrumentality;

     (x)  "Place  of  Closing"  means  the  offices  of  Lukins &  Annis,  P.S.,
          Washington Trust Financial Center,  Suite 1600, 717 W. Sprague Avenue,
          Spokane, Washington, 99201-0466;

     (y)  "Pre-Need  Contracts"  means  those  pre-need  contracts  set forth in
          Schedule  F for  cremation  services  sold  prior to the  death of the
          beneficiary by or for the Business, its predecessors and assignors for
          the provision of funeral cremation services;

     (z)  "Purchase Price" has the meaning ascribed thereto in Subsection 2.1 of
          this Agreement;

     (aa) "Securities"  means the Neptune  Shares as described in Subsection 2.2
          of this Agreement;

     (bb) "Specified  Assets" means those specified assets set forth in Schedule
          G;

     (cc) "Spokane EBITDA" means earnings before income tax,  depreciation,  and
          amortization from the Business  generated from the Spokane  Locations,
          determined in accordance with generally accepted accounting principles
          of the United States of America, consistently applied. Schedule K sets
          forth more  particularly how the Spokane EBITDA will be calculated for
          the purposes of this Agreement;

     (dd) "Spokane  Locations"  means the locations of the Business at East 1821
          Sprague Avenue and Suite 619,  North 4407 Division  Street in Spokane,
          Washington,  including any replacements  locations,  which the Neptune
          Entities operate as they may determine;

     (ee) "Time of  Closing"  means the time at which the Closing  takes  place,
          which shall be 10:00 a.m. at the Place of Closing on the Closing  Date
          or such other time as the parties may agree upon;

     (ff) "Trade Names" means "Cremation  Society of Washington",  "First Choice
          Cremation" and "Spokane's Cremation Society";

     (gg) "Trust  Accounts"  means all cash,  funds and accounts and investments
          set forth in  Schedule  H which  arise  from the sale of the  Pre-Need
          Contracts which are administered in trust by the Business;

     (hh) "Unaudited   Financial   Statements"  means  the  unaudited  financial
          statements  of the Business for the 12 month periods  ending  December
          31, 1995,  December 31, 1996, December 31, 1997, December 31, 1998 and
          the interim periods ending March 31, 1999, June 30, 1999 and September
          30, 1999, copies of which is incorporated as Schedule I; and

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     (ii) "Washington  EBITDA" means earnings  before income tax,  depreciation,
          and amortization from the Business  generated from any location of the
          Business  operated by the Neptune Entities in the State of Washington,
          including  but not  limited  to the  Spokane  Locations,  or any other
          locations  of the Business  operated by the Neptune  Entities in which
          Wetmore is General  Manager,  determined in accordance  with generally
          accepted  accounting  principles  of the  United  States  of  America,
          consistently applied.  Schedule K sets forth more particularly how the
          Washington  EBITDA  will  be  calculated  for  the  purposes  of  this
          Agreement.

7.2  Schedules : The following are the schedules  delivered  concurrently  with,
     and incorporated in, this Agreement:

<TABLE>
       Schedule         Description                                               Reference
       --------         -----------                                               ---------
      <S>               <C>                                                       <C>
          A             List of Insurance Policies                                4.6(a)(b)(c)
          B             List of Intangible Assets                                 4.1(i)
          C             List of Land and Buildings                                4.1(h)
          D             List of Leased Assets                                     4.1(c)
          E             List of Other Operating and Fixed Assets                  4.1(d)(j)
          F             List of Pre-Need Contracts and Funeral Insurance          4.10(b)
                        Policies
          G             List of Specified Assets                                  4.1(d)
          H             List of Trust Accounts                                    4.2
          I             Unaudited Financial Statements                            4.4
          J             List of Bank Accounts                                     4.5(b)
          K             EBITDA                                                    3
          L             List of Employees and Employee Benefit Plans              4.8(a)(c)
          M             List of Material Contracts                                4.10
          N             Required Consents                                         4.12(a), 8.1(a)
          O             Certificate of Accredited Investor                        8.1(d)
          P             Ayres Consulting/Non-compete Agreement                    8.1(j)
</TABLE>

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                                      -6-

<TABLE>
       Schedule         Description                                               Reference
       --------         -----------                                               ---------
      <S>               <C>                                                       <C>

          Q             Wetmore Employment/Non-compete Agreement                  8.1(k)
          R             Lease/Purchase Option Agreement                           8.1(l)
</TABLE>

7.3  Division,  Headings,  Index : The division of this Agreement into sections,
     subsections  and  paragraphs  and the  insertion  of headings and any index
     provided are for  convenience  of  reference  only and shall not affect the
     construction or interpretation of this Agreement.

7.4  Genderand Number : Unless the context otherwise  requires,  words importing
     the singular  include the plural and vice versa and words importing  gender
     include both genders.

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

8    PURCHASE AND PURCHASE PRICE

8.1  Purchase : On the  Closing  Date and  subject  to the terms and  conditions
     contained in this Agreement, the Vendor shall sell, assign and transfer the
     Assets and the Purchaser, shall purchase the Assets for the aggregate price
     of $625,000.00 plus the contingent purchase price as described in Section 3
     below (the "Purchase Price").

8.2  Payment of Purchase Price : At the Time of Closing, the Purchase Price will
     be payable by the Purchaser to the Vendor as follows:

     (a)  the  sum  of  $20,000.00  by  way  of a  deposit  which  both  parties
          acknowledge  has been paid by the  Purchaser to the Vendor's  attorney
          pursuant to that certain  letter of intent  between the parties  dated
          November 18, 1999;

     (b)  the sum of  $480,000.00  by way of a  certified  or  attorney's  check
          payable to the Vendor's attorneys, Lukins & Annis, P.S.;

     (c)  22,727  common  shares of Neptune  (the  "Neptune  Shares")  issued by
          Neptune to the Vendor, provided that the average closing price of such
          shares on the NASD OTC Bulletin  Board, or other stock exchange in the
          United  States of America,  for the 30 day period  preceding the first
          trading day  following  the one year  anniversary  of the Closing (the
          "Price Date") is equal to or greater than $5.50 per share (the "Deemed
          Price").  In the event  that the  Deemed  Price is less that $5.50 per
          share on the Price Date,  the  Purchaser,  will deliver to the Vendor,
          within  fourteen  (14) days  following  the Price Date, at its option,
          either (i) that number of common shares of Neptune which will increase
          the aggregate deemed value of the Neptune Shares to $125,000.00;  (ii)
          cash in an amount equal to $125,000.00 less the aggregate deemed value
          of the Neptune  Shares on the Price Date;  or (iii) a  combination  of
          common


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          shares of Neptune  and cash which,  when added to the Neptune  Shares,
          will equal an aggregate deemed value of $125,000.00; and

     (d)  the contingent purchase price as described in Section 3 below shall be
          determined  and  paid  pursuant  to the  terms  of this  Agreement  by
          delivery to the Vendor of a certified or  attorney's  check payable to
          the Vendor or its assigns

     which shall be good and  sufficient  payment to the Vendor to the extent of
     such amounts.

8.3  Effective  Date  :  Notwithstanding  the  Closing  Date,  all  transactions
     contemplated in this Agreement will be effective on the Effective Date. All
     income from deaths  occurring on or before the Effective  Date shall be the
     income of Vendor and all income from deaths  occurring  after the Effective
     Date shall be the income of Purchaser.

8.4  Excluded  Assets and Excluded  Liabilities  : From and after the  Effective
     Date, the Purchaser will have operational control and responsibility of the
     management of the Excluded Assets,  excluding any personal assets of Ayres,
     and Excluded Liabilities.

8.5  Reconciliation : On or before March 31, 2000 (the  "Reconciliation  Date"),
     the Purchaser will provide to the Vendor a  reconciliation  of the Excluded
     Assets and Excluded Liabilities, being that amount of cash, collections and
     amounts paid, respectively, from the Effective Date.

8.6  Payment of Difference : Any amount of cash and collected  receivables  that
     pertain  to the  Excluded  Assets,  which is in  excess  of the  amount  of
     payments  that  pertain to the  Excluded  Liabilities,  will be paid by the
     Purchaser to the Vendor on or before April 30, 2000. Any amount of cash and
     collected  receivables  that pertain to the  Excluded  Assets which is less
     than the amount of payments that pertain to the Excluded  Liabilities  will
     be paid by the Vendor to the Purchaser on or before April 30, 2000.

8.7  Right of  Set-Off : In the event  that the Vendor  owes the  Purchaser  any
     amounts in connection with the  reconciliation set forth in this Section 2,
     the Purchaser and Neptune have the right to set-off any such amount against
     any money due and owing to the Vendor from the  Purchaser or Neptune  under
     this or any other Agreement.

8.8  Allocation of Purchase Price: The Purchase Price shall be allocated amongst
     the Assets of the Business transferred by Vendor to Purchaser as follows:

     Asset                                       Purchase Price

     Equipment, Furniture and Fixtures            $ 54,000
     Leasehold Improvements                         52,000
     Inventory                                       4,000
     Supplies                                        1,000
     Goodwill                                      514,000
                                                   =======

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                                      -8-


     TOTAL                                        $625,000*

     *The contingent Purchase Price paid to Vendor by Purchaser as described
     in Section 3 below shall be treated as additional consideration for the
     goodwill of Vendor.

9    CONTINGENT PURCHASE PRICE

3.1  First  Contingency  Purchase Price:  Within sixty (60) days of the one year
     anniversary of the Closing Date (such anniversary date to be referred to as
     the First  Contingency  Date) the  Purchaser  will pay the following to the
     Vendor,  by way of delivery of a certified check to the Vendor:

     (a)  3% of the Gross  Spokane  Revenues  from the twelve (12) month  period
          immediately  preceding the First Contingency Date;  and

     (b)  12.5%  of the  Spokane  EBITDA  from  the  twelve  (12)  month  period
          immediately preceding the First Contingency Date.

3.2  Second  Contingency  Purchase Price:  Within sixty (60) days of the two (2)
     year anniversary of the Closing Date (such  anniversary date to be referred
     to as the Second  Contingency Date) the Purchaser will pay the following to
     the Vendor, by way of delivery of a certified check to the  Vendor:

     (a)  2.75% of the Gross Spokane  Revenues from the twelve (12) month period
          immediately preceding the Second Contingency Date; and

     (b)  12.5%  of the  Spokane  EBITDA  from  the  twelve  (12)  month  period
          immediately preceding the Second Contingency Date.

3.3  Third Contingency  Purchase Price:  Within sixty (60) days of the three (3)
     year anniversary of the Closing Date (such  anniversary date to be referred
     to as the Third  Contingency  Date) the Purchaser will pay the following to
     the Vendor,  by way of delivery of a certified check to the Vendor:

     (a)  1% of the Gross  Spokane  Revenues  from the twelve (12) month  period
          immediately  preceding the Third Contingency  Date; and

     (b)  7.5%  of  the  Spokane  EBITDA  from  the  twelve  (12)  month  period
          immediately preceding the Third Contingency Date.

3.4  Fourth Contingency  Purchase Price:  Within sixty (60) days of the four (4)
     year anniversary of the Closing Date (such  anniversary date to be referred
     to as the Fourth  Contingency Date) the Purchaser will pay the following to
     the Vendor,  by way of delivery of a certified check to the Vendor:


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                                      -9-


     (a)  1% of the Gross  Spokane  Revenues  from the twelve (12) month  period
          immediately  preceding the Fourth Contingency Date; and

     (b)  7.5%  of  the  Spokane  EBITDA  from  the  twelve  (12)  month  period
          immediately preceding the Fourth Contingency Date.

3.5  Bonus Contingency  Purchase Price: Within sixty (60) days of the expiration
     of each twelve (12) month period following the five (5) year anniversary of
     the  Closing  Date (such  expiration  dates to be  referred to as the Bonus
     Contingency  Dates) the Purchaser will pay to the Vendor,  or its assignee,
     by way of delivery of a certified  check,  10.0% of the  Washington  EBITDA
     from the twelve (12) month period  immediately  preceding  each  respective
     Bonus Contingency Date. The payments set forth in this Subsection 3.5 shall
     continue so long as either  Ayres or Wetmore  continue as a  consultant  or
     employee of the Purchaser.  In the event that Ayres ceases to continue as a
     consultant  or employee of the  Purchaser,  the  payments set forth in this
     Subsection  3.5 shall be paid to Wetmore.  In the event that both Ayres and
     Wetmore cease to be a consultant  or employee of the Company,  the payments
     set forth in this Subsection 3.5 shall be prorated  according to the number
     of months  either Ayres or Wetmore  remained as a consultant or employee of
     the Purchaser in the twelve (12) month period  immediately  preceding  each
     respective  Bonus  Contingency  Date.

3.5  Interest on Contingency  Purchase Price: If the contingent  purchase prices
     set  forth  in  Subsection  3.1  through  3.4 are  not  paid in full by the
     Purchaser when due, such unpaid amounts shall bear interest at the rate per
     annum equal to the prime rate as set forth in the Wall Street Journal as of
     the due date of the said contingent purchase prices, plus two basis points,
     until paid in full.

3.6  Delivery  of  Financial  Statements:  As soon as  possible  following  each
     anniversary  of the Closing  Date,  the Purchaser  shall deliver  copies of
     Neptunes consolidated financial statements,  any other financial statements
     used in determining Gross Spokane Revenues,  Spokane EBITDA, and Washington
     EBITDA, and calculations of contingent purchase price, along with copies of
     any supporting working papers for the same, to the Vendor and Ayres.

10   JOINT AND SEVERAL  REPRESENTATIONS  AND  WARRANTIESOF  THE VENDOR AND AYRES
     WITH RESPECT TO THE BUSINESS

The  Vendor  and Ayres  jointly  and  severally  represent  and  warrant  to the
Purchaser  as follows and  acknowledge  that the  Purchaser is relying upon such
representations and warranties in connection with the purchase of the Assets:

10.1 Assets :

     (a)  Ownership:  Except  for the  Leased  Assets,  the  Vendor has good and
          marketable  title  to  all  of  the  Assets  free  and  clear  of  all
          Encumbrances;

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     (b)  Authority:  The Vendor has the legal capacity,  power and authority to
          enter into this  Agreement  and to transfer  the legal and  beneficial
          title  and  ownership  of  the  Assets  to  the   Purchaser   free  of
          Encumbrances;

     (c)  Leased  Assets:  The Leased Assets are held under valid and subsisting
          Leases,  each of which is listed in  Schedule D. Each Lease is in full
          force and effect and without amendment thereto, and the Leases and the
          Leased Assets are free and clear of all  Encumbrances.  Except for the
          Leases, there are no leases, agreements to lease, tenancy arrangements
          or licences  to which the Vendor is a party  which have a  capitalized
          value in excess of $1,000. The Vendor has not previously  assigned the
          Leases nor sublet their interest in any of the Leased Assets under the
          Leases.  The Vendor has not released any of the other  parties to such
          leases from the  performance of any of their  obligations  thereunder.
          The Vendor is not in breach of any of the terms of any Leases, and the
          Vendor is not aware of any of the other parties to the Leases being in
          breach  of any of the  terms of the  Leases,  and,  to the best of the
          knowledge of the Vendor and Ayres,  no event or condition has occurred
          which,  either  immediately  or after notice or lapse of time or both,
          could  give  rise to the  cancellation  or  termination  of any of the
          Leases.  There are no prepaid rents,  rent-free periods or outstanding
          lessor's  contributions or obligations for lessee incentives under any
          of the Leases which  consist of subleases  under which the Vendor is a
          sublessor.  The Vendor has no  knowledge  of anything or matter  which
          does or shall give any of the  sublessees  under any of the  subleases
          any right of  abatement,  set-off or  deduction in respect of the rent
          payable by the sublessees;

     (d)  Condition  of Assets:  To the best of the  knowledge of the Vendor and
          Ayres,  all fixed assets and equipment  owned or used by the Vendor in
          the  conduct  of the  Business,  all of  which  is  listed  in  either
          Schedules  E or G,  have  been  properly  maintained  and  are in good
          working order and contain no defects which could adversely  affect the
          operation of the Business to any material degree;

     (e)  Rights to Assets: No present or former director, officer,  shareholder
          or partner of the  Vendor or any  person not  dealing at arm's  length
          with any of the  foregoing  owns  directly  or  indirectly  or has any
          agreement,  option or  commitment  to acquire or lease,  any property,
          asset, right or license used by the Business;

     (f)  Zoning:  All real property at which the Vendor carries on the Business
          is  zoned  to  permit  the  particular  activity  carried  out on such
          property;

     (g)  Rents and Taxes: All rents,  operating costs,  property taxes (whether
          municipal,  school,  general and special  taxes,  rates,  assessments,
          local  improvements  charges  or  frontage  taxes),   business  taxes,
          development  cost  charges,  other  subdivision  charges and costs and
          other  levies  which are  chargeable  against  the Land and  Buildings
          leased by the  Vendor  have been paid in full  unless the same are not
          due and payable;

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     (h)  Land and  Buildings:  The list of the  Land and  Buildings  set out in
          Schedule C  accurately  reflects  all  interests of the Vendor in real
          property  used in the conduct of the Business.  The Vendor  represents
          that all agreements with respect to the Vendor's  interest in the Land
          and  Buildings are in force and effect and without  amendment  thereto
          and the  interests in the Land and Buildings are free and clear of all
          Encumbrances.  To the best of the  knowledge  of the Vendor and Ayres,
          neither asbestos nor urea  formaldehyde  foam is now used, or present,
          in any of the buildings listed in Schedule C;

     (i)  Intangible  Assets:  The  list  of the  Intangible  Assets  set out in
          Schedule B accurately  reflects all registered and unregistered names,
          trade  names,  trademarks,  designs,  copyrights,  patents and similar
          rights  specifically  including but not limited to the Trade Names and
          any  proprietary  software used in connection with the Business and/or
          owned or held by the Vendor on the date hereof  free of  Encumbrances;
          and

     (j)  Other Operating and Fixed Assets:  The list of the Other Operating and
          Fixed Assets set out in Schedule E accurately  reflects all  operating
          and  fixed  assets  owned or held by the  Vendor  having  an  original
          capital cost of $500 or more which are not disclosed elsewhere in this
          Subsection 1. Except for sales and purchases in the ordinary course of
          business  since  November 18, 1999, the Vendor owns such assets on the
          date hereof free of Encumbrances.

10.2 Trust Accounts :

     (a)  The Trust  Accounts  described in Schedule H  accurately  reflects all
          funds  received by the Vendor in connection  with the sale of pre-need
          funeral  arrangements  for the  Business  or for  undelivered  funeral
          merchandise  which has been placed in the Trust  Accounts on behalf of
          the  pre-need  customer  to the  extent  required  by the terms of the
          Pre-Need  Contract with the customer and as required by the applicable
          laws and  regulations  governing  the  Trust  Accounts  as of the date
          indicated in Schedule H; and

     (b)  To the best of the knowledge of the Vendor and Ayres,  all investments
          of the Trust Accounts are in accordance with all applicable  state and
          federal  laws  and  regulations   pertaining  to  the  investment  and
          administration of such Trust Accounts.

10.3 Business Operations :

     (a)  Operating  Authorities:  The Vendor has acquired, and currently holds,
          all   permits,   licenses,   consents,   authorizations,    approvals,
          privileges,   waivers,  exemptions,  orders,  certificates,   rulings,
          agreements and other  concessions  granted by or entered into with any
          governmental or regulatory  authority  required in connection with the
          Assets  or the  Business,  that  are  material  to the  Assets  or the
          Business and all of the  foregoing  are in good standing and are being
          complied with in all material respects;

<PAGE>
                                      -12-



     (b)  Compliance  with Laws:  To the best of the knowledge of the Vendor and
          Ayres, the Vendor is operating and using the Assets, and is conducting
          the Business,  in compliance  with all applicable laws and regulations
          of each  jurisdiction  in which the Assets are  located or in which it
          conducts the Business; and

     (c)  Jurisdictions  in which  Business  is Carried  On: The Vendor does not
          carry on the  Business or own or lease any assets in any  jurisdiction
          other than in the State of Washington which would require registration
          or licensing in such jurisdiction.

10.4 Financial :

     (a)  Unaudited Financial  Statements:  The Unaudited  Financial  Statements
          present fairly in all material respects the financial  position of the
          Business as at the  respective  dates of the said  statements  and the
          results of the  Vendor's  operation  of the  Business for the 12 month
          period then ended in accordance with accounting principles used by the
          Vendor consistently applied.

     (b)  No Material Change: Since September 30, 1999 and up to the date hereof
          there has been no material  adverse  change in the nature or condition
          of the Assets or the Business,  financial or otherwise, except changes
          occurring in the ordinary  course of its business,  nor has there been
          any  development  or threatened or probable  development  of which the
          Vendor is aware which  materially and adversely  affects the Assets or
          the Business.  The Business has been carried on in the ordinary course
          as it had previously  been carried on. In addition,  save as disclosed
          herein,  since September 30, 1999 and up to the date hereof the Vendor
          has not:

          (i)       incurred   any   liability   or   obligation   (absolute  or
                    contingent)  save  current   liabilities   incurred  in  the
                    ordinary  course of  business  which as to their  nature and
                    amount are inconsistent with the Business as carried on;

          (ii)      discharged  or  satisfied  any   Encumbrance   or  paid  any
                    obligation or liability  (absolute or contingent) except for
                    current  liabilities  incurred  in the  ordinary  course  of
                    business and except for regularly scheduled payments of term
                    debt and lease payments;

          (iii)     subjected any of the Assets to any Encumbrances;

          (iv)      sold  or  transferred  any of the  Assets  or  cancelled  or
                    released any debts or claims,  except,  in each case, in the
                    ordinary course of business;

          (v)       waived any rights of material value;

          (vi)      entered  into  any  transaction  or into  any  contracts  or
                    agreements or modifications or cancellations  thereof, other
                    than in the ordinary course of business;


<PAGE>
                                      -13-



          (vii)     made or  authorized  any payment to  officers,  directors or
                    employees  in their  capacity as such except in the ordinary
                    course of  business  and at rates of salary,  bonus or other
                    remuneration consistent with remuneration of previous years;

          (viii)    used any funds other than in the ordinary course of business
                    as theretofore carried on; and

          (ix)      made any capital expenditures greater than $1,000 or entered
                    into any lease with a capitalized value greater than $1,000;

     (c)  Books and Records:  The Books and Records fairly and correctly set out
          and disclose in all material  respects the  financial  position of the
          Business and all material financial  transactions of the Business have
          been accurately recorded in the Books and Records;

     (d)  Liabilities:  The  Business  does not have  any  debts or  liabilities
          (whether accrued, contingent, absolute or otherwise and whether or not
          determined  or  determinable),   including   liabilities  which  arise
          hereafter  based on events which have  occurred up to the date hereof,
          and including liabilities relating to income and other taxes except:

          (i)       liabilities  disclosed  on,  reflected in or provided for in
                    the Unaudited Financial Statements;

          (ii)      other liabilities disclosed in this Agreement; or

          (iii)     liabilities   incurred  in  the   ordinary   course  of  its
                    businesses since September 30, 1999;

     (e)  Current  Liabilities:  Notwithstanding  paragraph  4.4 (d) above,  the
          Business does not have accounts or trade payables or any other current
          liabilities,  including any sales tax or  commissions  payable,  which
          exceed $10,000.00 at the Effective Date.

     (f)  Receivables:  All  accounts  receivable  recorded  on the books of the
          Business  are due and payable and no right of set off or  counterclaim
          exists  with  respect  to  those  accounts,  except  for the  right of
          cancellation of Pre-Need  Contracts as set forth in those  agreements;
          and

     (g)  Accountants:  The  Vendor  has not had any  material  disagreement  or
          dispute with their auditors or accountants  over the accounting or tax
          treatment of the financial information of the Business

<PAGE>
                                      -14-



10.5 Banking:

     (a)  Loans and  Credit  Facilities:  The Vendor has not  entered  into,  or
          otherwise arranged for, any loans,  operating lines of credit or other
          credit facilities  (including interest rate or currency swaps, hedging
          contracts,   forward  loan  or  rate  agreements  or  other  financial
          instruments),  and does not have  outstanding  any bonds,  debentures,
          mortgages,  notes or other similar  indebtedness and the Vendor is not
          obligated to create or issue any bonds, debentures,  mortgages,  notes
          or other similar indebtedness;

     (b)  Bank  Facilities:  Schedule J contains a complete and accurate listing
          showing  the name of each bank,  trust  company  or similar  financial
          institution in which the Vendor has an account,  safety deposit box or
          other banking facility,  including the names of all persons authorized
          to transact business in respect of such accounts;

     (c)  Guarantees/Indemnities:  The Vendor has not guaranteed or indemnified,
          or agreed  to  guarantee  or  indemnify,  or agreed to any other  like
          commitment,  in respect of any debt,  liability or other obligation of
          any person.

10.6 Insurance:

     (a)  List of Policies:  Schedule A contains a complete and accurate listing
          of all insurance policies of the Vendor relating to the Assets and the
          Business  including  all property  damage,  general  liability,  motor
          vehicle, director and officer liability and life policies;

     (b)  Good Standing:  Each of the insurance policies listed in Schedule A is
          in good standing,  all premiums required to be paid by the Vendor have
          been properly paid, there have been no  misrepresentations or failures
          to disclose material facts, and there has been no refusal to renew any
          of the  policies  and the Vendor and Ayres  have no  knowledge  of any
          facts which might render any of the policies invalid, unenforceable or
          non-renewable; and

     (c)  Outstanding  Claims: No threatened or actual claims against any of the
          policies  described  in Schedule A have been made in the last 3 years.
          The Vendor has given notice of or has otherwise  presented in a timely
          fashion every claim under each such insurance policy.

10.7 Tax Matters:

     (a)  Filings:  The Vendor has duly and timely filed all returns,  elections
          and  designations  required  to be  filed  by  it  with  any  taxation
          authority  or if not filed on a timely  basis,  all  fees,  penalties,
          interest and other amounts payable as a result thereof have been paid.
          No such  returns,  elections  or  designations  contain  any  material
          misstatement  or omit any  material  statements  that should have been
          included  and  each  return,


<PAGE>
                                      -15-



          election  and  designation,   including   accompanying  schedules  and
          statements is true, correct and complete in all material respects;

     (b)  Payment:  The Vendor has paid in full all amounts  (including  but not
          limited  to  sales,  capital,  use and  consumption  taxes  and  taxes
          measured on income and all instalments of taxes) owing to all federal,
          state and municipal  taxation  authorities due and payable by it up to
          the date of this Agreement;

     (c)  Extensions:  There are no  agreements,  waivers or other  arrangements
          with any taxation  authority  providing  for an extension of time with
          respect to the filing of any return,  election or  designation  by, or
          any payment of any amount by or governmental charge against the Vendor
          nor with respect to the issuance of any assessment or reassessment;

     (d)  Adverse  Proceedings:  To the best of the  knowledge of the Vendor and
          Ayres,  there are no actions,  suits,  proceedings,  investigations or
          claims by any governmental authority pending or threatened against the
          Vendor relating to taxes,  governmental charges or assessments.  There
          are also no matters under discussion with any  governmental  authority
          relating to taxes,  governmental charges or assessments asserted or to
          be asserted by such authority;

     (e)  Deductions/Remittances:  The  Vendor has  withheld  and  remitted  all
          amounts  required to be withheld by it including  without  limitation,
          income  tax,  Social  Security  Plan   contributions   and  Employment
          Insurance  premiums and has paid such amounts  including any penalties
          or interest due to the appropriate  authority on a timely basis and in
          the form required under the appropriate legislation;

     (f)  Acquisitions:  The Vendor has not acquired  property from, or disposed
          of property to, any person,  firm or corporation  with whom the Vendor
          does not deal at arm's length since September 30, 1999; and

     (g)  Other  Jurisdictions:  The  Vendor  has not filed or is not  currently
          required  to file any  returns,  elections  or  designations  with any
          taxation authority located in any jurisdiction other than the State of
          Washington and the State of California.

10.8 Employee Matters :

     (a)  List of  Employees:  The list of employees  set out in Schedule L is a
          comprehensive  list of the employees and commissioned  sales people of
          the  Business  as  at  the  Closing  Date  and  includes  an  accurate
          description  of,  the  compensation,   and/or  commission   structure,
          position  and job  classification  save and except  for the  voluntary
          termination  of Ms. Shelly Perkins from the employ of the Vendor on or
          about December 15, 1999;

<PAGE>
                                      -16-



     (b)  Employment Contracts: The Vendor is not a party to any oral or written
          consulting contract,  management contract, labour services contract or
          similar agreement for the services of a particular individual and none
          of the  employees  of the  Business  are  employed  on  other  than an
          indefinite  hiring basis terminable on reasonable  notice according to
          law without further liability to the Business;

     (c)  Benefit Plans:  Schedule L contains a complete and accurate listing of
          all benefit, bonus, profit-sharing,  retirement income, termination or
          severance, dental, medical, disability, health or other plan, program,
          policy or other  arrangement  in place for the benefit or advantage of
          the  salaried  employees  of the  Business as at the Closing  Date and
          there have been no  material  variations  to this list since that date
          other  than in the  ordinary  course of  business.  All  contributions
          required  to be made by the Vendor to such  plans  have been  properly
          made and all  retirement  plans are fully funded,  and all returns and
          other  documents  have  been  filed  and  all  amounts  owing  to  any
          governmental  or other  regulatory  authority  relating to such plans,
          programs, policies or arrangements have been paid;

     (d)  Pension Plans:  The Vendor does not have nor has it ever had a pension
          plan for any of its employees; and

     (e)  Employer  Associations:  The  Vendor is not a member of any  employer,
          management,  industry  or other trade or  business  association  under
          which the  Business is  obligated  to  contribute  to any  employee or
          contractor employee benefit fund,  including any pension plans, health
          benefit plans or other similar employee entitlements.

10.9 Litigation and Claims :

     (a)  Adverse  Proceedings:   There  are  no  outstanding  actions,  claims,
          demands, lawsuits,  prosecutions or governmental  investigations by or
          against  the Vendor  and the  Business  and there is no other  adverse
          proceeding which is to the knowledge of the Vendor or Ayres pending or
          threatened by, against,  or relating to the Vendor, the Assets, or the
          Business. The Vendor or Ayres are not aware of any basis for any other
          action,  claim,  demand,  lawsuit,   investigation  or  other  adverse
          proceeding  which,  if pursued would have a significant  likelihood of
          having a material adverse effect on any of the Assets or the Business;

     (b)  Compliance Directives:  There are no outstanding compliance directives
          or work  orders of which the Vendor or Ayres is aware  relating to the
          Assets, or the Business, from any police, fire department,  sanitation
          or  health  authorities,  environmental  agencies,  or from any  other
          federal,  state or municipal  authority,  department or agency, nor do
          the  Vendor or Ayres have  notice  that  there are any  matters  under
          formal  consideration by any such  authorities  relating to any of the
          Assets or the Business;

<PAGE>
                                      -17-



     (c)  Notice  of  Default/Claims:  Except  as  expressly  disclosed  in this
          Agreement,  the Vendor  has not  received  any notice of any  default,
          violation or termination of any of the Pre-Need  Contracts (other than
          individual  cancellations  of Pre-Need  Contracts  within the ordinary
          course of business),  Material  Contracts,  Leases or other  contracts
          entered into by the Vendor which will, or is likely to, result in such
          a default, violation or termination;

     (d)  No Seizure: There is no appropriation, expropriation or seizure of any
          of the Assets that is pending or, which to the knowledge of the Vendor
          or Ayres has been threatened against the Vendor; and

     (e)  Trademark and Patent Infringement:  The conduct of the Business by the
          Vendor  does  not  infringe  upon  any  patent,   trademark  or  other
          proprietary  right,  domestic or foreign,  of any person in respect of
          which  there  is any  significant  likelihood  that  it  would  have a
          material adverse effect on the Assets or the Business.

10.10 Contracts and Commitments :

     (a)  Material Contracts:  Other than the Pre-Need Contracts and the Leases,
          Schedule M contains a complete  and  accurate  listing of all material
          contracts,  agreements,  leases,  commitments,  instruments  or  other
          dealings to which the Vendor is a party,  by which the Vendor is bound
          or under  which  the  Vendor  is  entitled  to any  benefits.  For the
          purposes of this Agreement a contract shall be material if:

          (i)       performance  of any right or obligation by any party to such
                    contract  involves  a payment  by either  party of $1,000 or
                    more and having a term of more than one year; or

          (ii)      if an expenditure,  receipt or transfer or other disposition
                    of  property  with a value of greater  than $1,000 may arise
                    under such  contract  (other than a contract with a customer
                    or supplier in the ordinary course of business); or

          (iii)     if such  contract  has been entered into out of the ordinary
                    course of business;

     (b)  Pre-Need  Contracts:  Schedule  F contains  a  complete  and  accurate
          listing of all active Pre-Need Contracts as of October 31, 1999;

     (c)  Funeral  Insurance  Policies:  Schedule  F  contains  a  complete  and
          accurate  listing  of all  active  Funeral  Insurance  Policies  as of
          October 1, 1999; and

     (d)  Good Standing: Except as disclosed herein, the Vendor is not in breach
          or default of any of the terms of the  Material  Contracts or Pre-Need
          Contracts,  and neither the Vendor nor Ayres is aware of any breach or
          default  of any of the terms of the  Material  Contracts  or  Pre-Need
          Contracts  by any other party  thereto,  and each such  contract is in
          good standing and in full force and effect without amendment  thereto.


<PAGE>
                                      -18-



          To the best of the  knowledge  the  Vendor and Ayres no state of facts
          exists, which, after notice or lapse of time or both, would constitute
          such a default or breach  where  there is any  significant  likelihood
          that such  breach or default  referred  to in this  paragraph  4.10(c)
          would have a material adverse effect on the Assets or the Business.

10.11 Contingency and Environmental Liabilities:

     (a)  Compliance:  To the best of the knowledge of the Vendor and Ayres, the
          Business is in compliance  in all material  respects with all federal,
          state  and  municipal   environmental   laws  and   regulations   (the
          "Environmental Laws"). The existing activities of the Business and the
          crematories  and, to the best  knowledge of the Vendor and Ayres,  its
          prior  uses  and  activities  and the  uses  and  activities  of other
          property now or previously owned or operated by the Vendor, comply and
          at all times have complied with all Environmental Laws. The Vendor has
          filed all environmental reports and notifications required to be filed
          under applicable laws and regulations;

     (b)  Notice of Non-Compliance: The Vendor nor, to the best knowledge of the
          Vendor or Ayres,  any prior  owner or  occupant  of the  property  now
          leased or  operated by the Vendor,  has  received  any notice or other
          communication  alleging  that  they  are not in  compliance  with  any
          Environmental  Laws, or alleging any liability under any Environmental
          Laws.  The Vendor and the  Business  are not  subject to, and have not
          been subject to, any claim, judgement,  decree, order, writ, citation,
          fine,  penalty,  injunction,  litigation or proceeding relating to any
          Environmental Laws;

     (c)  Hazardous  Material:  The Vendor  nor,  to the best  knowledge  of the
          Vendor  and  Ayres,  any  other  person or entity  has  engaged  in or
          permitted any  operations or activities  upon, or any use or occupancy
          of  property  now or  previously  owned  or  operated  by the  Vendor,
          resulting in the storage, emission,  release, discharge or disposal of
          any hazardous materials on, in, under or from any property used for or
          by the Business;

     (d)  Cremation  Residue:  The Vendor has not transported or disposed of, or
          arranged for the  transportation or disposal of, any cremation residue
          or  other  waste  to or at a site  which  is not  in  accordance  with
          applicable Environmental Laws; and

     (e)  No  Expenditures:  No  expenditures  will be required in order for the
          Assets  to  comply  with  Environmental  Laws in  connection  with the
          current  operation  and continued  operation of the  activities of the
          Business.

10.12 Effect of this Transaction :

     (a)  No  Adverse  Implications:  Except as  disclosed  in  Schedule  N with
          respect  to certain  required  consents,  neither  the  execution  and
          delivery of this Agreement nor the  completion and  performance of the
          transactions contemplated hereby will:

<PAGE>
                                      -19-

          (i)       give  any  person  the  right to  terminate  or  cancel  any
                    contractual  or other  rights  with the  Vendor  where  such
                    termination or  cancellation  would have a material  adverse
                    effect on the Assets or the Business;

          (ii)      violate  any  restriction  of any nature  applicable  to the
                    Vendor or relating to the disposition of the Assets;

          (iii)     result in the creation of any liens or  encumbrances  on the
                    Assets or in the default under any agreement  giving a third
                    party security against the Assets or in the  crystallization
                    of any floating  charge in a debenture  as general  security
                    interest in a security agreement granted,  issued or assumed
                    by the Vendor where any of such events could have a material
                    adverse effect on the Assets or the Business; nor

          (iv)      violate any  provision  of any  indenture,  mortgage,  lien,
                    lease,  agreement,  instrument,  order,  arbitration  award,
                    judgment  or  decree  to which  the  Vendor is a party or by
                    which the Vendor or the Assets  are bound the  violation  of
                    which could have a material  adverse effect on the Assets or
                    the  Business or impair the  legality or  enforceability  of
                    this Agreement or the transactions contemplated hereby.

     (b)  Notice  Procedure:  The Vendor may, at any time up to 5:00 p.m. on the
          day which is two Business  Days prior to the  Closing,  give notice to
          the  Purchaser  advising  it  of  any  fact  which,  except  for  this
          Subsection   4.12,   would   constitute   a  breach   of  any  of  the
          representations  and warranties set out in this Section 4. Such notice
          shall state that it is being given  pursuant to this  Subsection  4.12
          and shall set out  sufficient  information  to enable the Purchaser to
          make a reasoned  business judgment with respect to the choices set out
          herein. Upon receipt of such notice, the Purchaser may:

          (i)       postpone the Closing;

          (ii)      complete the Closing,  in which case this Agreement shall be
                    deemed to be amended so that the representation and warranty
                    in respect of which the notice was given  shall  incorporate
                    the disclosure set out in the notice;

          (iii)     or, terminate this agreement  without further  obligation on
                    the part of any party to this Agreement;

     (c)  Joint and Several:  The  obligations  of the Vendor and Ayres shall be
          joint  and  several  with  respect  to  all  the  representations  and
          warranties set out in this Section 4.

<PAGE>
                                      -20-

11   JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ISSUANCE
     OF SECURITIES

The Vendor and Ayres  represent  and warrant to the  Purchaser and to Neptune as
follows and  acknowledges  that the  Purchaser and Neptune are relying upon such
representations   and  warranties  in  connection   with  the  issuance  of  the
Securities:

11.1 Individual  Authority:  The  Vendor  has  the  legal  capacity,  power  and
     authority  to  hold  the  Securities  to be  owned  by it at  the  Time  of
     Closing;11.2Receipt  of  the  Securities  : The  Vendor  is  accepting  the
     Securities  as  the  Purchase  Price  as  set  out in  Section  2 only  for
     investment  purposes  on its own account and not for the purpose of selling
     the  Securities  in  connection  with  any  distribution  of the  Purchaser
     securities.  The  Vendor  acknowledges  that the  Securities  have not been
     registered  under the  Securities  Act 1933, as amended,  or the securities
     laws of any  state  of the  United  States  and may not be  offered,  sold,
     transferred or assigned without  registration  under such act or compliance
     with an exemption from such  registration  requirement and for this reason,
     certificates   evidencing   the   Securities   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."
<PAGE>
                                      -21-



11.3 Solicitation: The Vendor acknowledges that the Securities to be received by
     it at Closing were not  advertised  in printed media of general and regular
     paid circulation, radio or television.

11.4 Accredited Investor: 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.).

11.5 No Trades: Other than Ayres purchasing 1000 shares of Neptune in and around
     December,  1999,  the Vendor has not traded in the common  stock of Neptune
     and will refrain from trading in or selling  short any shares in the common
     stock of Neptune or entering into any derivative transactions of same prior
     to the Closing Date.

11.6 Residency: The Vendor is a company incorporated in the State of Washington.

11.7 Joint and Several:  The  obligations of the Vendor and Ayres shall be joint
     and several with respect to all the  representations and warranties set out
     in this Section 5.

12   COVENANTS OF THE VENDOR

The Vendor  covenants and agrees with the  Purchaser as follows and  acknowledge
that the Purchaser is relying upon such  covenants and  agreements in connection
with the purchase of the Assets:

12.1 Access to the Business:  The Vendor shall  forthwith  make available to the
     Purchaser  and its  authorized  representatives  and, if  requested  by the
     Purchaser,  provide  a  copy  to the  Purchaser  of  all  title  documents,
     contracts,  financial  statements,  minute books,  share certificate books,
     share  registers,   limited  partnership  agreements  and  records,  plans,
     reports, licences,  orders, permits, books of account,  accounting records,
     constating documents and all other documents,  information or data relating
     to the Business.  The Vendor shall afford the Purchaser and its  authorized
     representatives every reasonable  opportunity to have free and unrestricted
     access to the property, assets,  undertaking,  records and documents of the
     Business.  At the request of the  Purchaser,  the Vendor  shall  execute or
     cause to be executed such consents, authorizations and directions as may be
     necessary  to permit any  inspection  of any property of the Business or to
     enable the  Purchaser  or its  authorized  representatives  to obtain  full
     access  to all  files  and  records  relating  to any of the  assets of the
     Business  maintained by  governmental or other public  authorities.  At the
     Purchaser's  request,  the Vendor shall  co-operate  with the  Purchaser in
     arranging  any such  meetings as the Purchaser  should  reasonably  request
     with:

     (a)  all employees of the Business;

     (b)  customers,  suppliers,  distributors  or others who have or have had a
          business relationship with the Business; and

<PAGE>
                                      -22-



     (c)  auditors, attorneys or any other persons engaged or previously engaged
          to provide  services to the  Business  who have  knowledge  of matters
          relating to the Business.

         In  particular,   without  limitation,  the  Vendor  shall  permit  the
         Purchaser's  representatives  or  consultants  to conduct such physical
         review of the inventory of the Business as is necessary so as to enable
         the confirmation of the condition of such inventory,  to the reasonable
         satisfaction of the Purchaser. The exercise of any rights of inspection
         by or on  behalf  of the  Purchaser  under  this  Subsection  shall not
         mitigate or otherwise affect the  representations and warranties of the
         Vendor and Ayres  hereunder,  which  shall  continue  in full force and
         effect.  In exercising its rights hereunder the Purchaser shall use its
         reasonable commercial efforts to avoid interfering with the Business to
         the extent  reasonably  practical  consistent with the need to complete
         its review of the Business and the Assets.

12.2 Delivery  of Books  and  Records:  At the Time of  Closing  there  shall be
     delivered to the Purchaser by the Vendor all of the Books and Records.  The
     Purchaser  agrees that it will  preserve the Books and Records so delivered
     to it for so long as such Books and  Records  may be required to enable the
     Vendor to defend any claim against the Vendor which could result in a Claim
     hereunder and at least until  December 31, 2005.  The Purchaser will permit
     the Vendor or its authorized  representatives  reasonable access thereto in
     connection  with the  affairs of the  Vendor.  The  Purchaser  shall not be
     responsible  or liable to the Vendor  for or as a result of any  accidental
     loss or destruction  of or damage to any such Books or Records,  unless the
     Purchaser's negligence caused the loss, destruction or damage.

12.3 Conduct Prior to Closing: Without in any way limiting any other obligations
     of the Vendor hereunder, during the period from the date hereof to the Time
     of Closing:

     (a)  Conduct Business in the Ordinary Course:  The Vendor shall conduct the
          Business in its ordinary  and normal  course and the Vendor shall not,
          without the prior written  consent of the Purchaser  (such consent not
          to be unreasonably  withheld),  enter into any transaction or take any
          action that, if effected after  September 30, 1999 and before the date
          of this Agreement,  would  constitute a breach of any  representation,
          warranty, covenant or other obligation of the Vendor contained herein.
          In particular the Vendor shall refrain from entering into any contract
          or commitment  which would,  if entered into prior to the date hereof,
          constitute a Material  Contract or Lease, save with the consent of the
          Purchaser (such consent not to be unreasonably withheld);

     (b)  Continue  Insurance:  The Vendor  shall  continue  to maintain in full
          force and effect all policies of insurance or renewals  thereof now in
          effect,  shall  take  out,  at  the  expense  of the  Purchaser,  such
          additional  insurance as may be reasonably  requested by the Purchaser
          and shall give all notices and present all claims  under all  policies
          of insurance in a due and timely fashion; and

     (c)  Preserve Goodwill:  The Vendor shall use reasonable commercial efforts
          to  preserve,  intact the  Assets,  the  Business  and to promote  and
          preserve for the Purchaser  the


<PAGE>
                                      -23-



          goodwill of suppliers,  customers and others having business relations
          with the Business.

12.4 Delivery  of  Documents:  The Vendor  shall  deliver to the  Purchaser  all
     necessary  transfers,   assignments  and  other  documentation   reasonably
     required to transfer to the Purchaser the Assets with a good and marketable
     title, free of Encumbrances without any right of set-off;

12.5 Vendors Taxes: Save and expect for Washington State Sales and Use Tax which
     will be paid by the Purchaser, or its assigns, as set forth in Section 7.7,
     the Vendor is responsible  for any federal,  state or other taxes which may
     be payable by them in connection  with the  completion of the  transactions
     contemplated in this Agreement

13   JOINT AND SEVERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
     PURCHASER AND NEPTUNE

The Purchaser and Neptune represent, warrant and covenant to and with the Vendor
as follows and acknowledge that the Vendor is relying upon such representations,
warranties and covenants in connection with the sale of the Assets:

13.1 Corporate  Status and  Authority:  The  Purchaser and Neptune are valid and
     subsisting  corporations,  duly incorporated and in good standing under the
     laws of the State of  California  and Florida,  respectively,  and are duly
     qualified to carry on their businesses as they are presently carried on and
     are duly  qualified  and  authorized  to carry on business  and are in good
     standing  as a  foreign  corporation  in each  jurisdiction  in  which  the
     character of their  properties or the nature of their  businesses made such
     qualification or  authorization  necessary and have all requisite power and
     authority to carry on their business as they are now carried on and to own,
     lease and operate their properties and assets.

13.2 Authorization:  The  Purchaser  and  Neptune  have  full  corporate  power,
     capacity  and  authority  to enter  into  this  Agreement  on the terms and
     conditions  hereof and all necessary  corporate acts have been performed in
     order to authorize this Agreement.

13.3 Regulatory  Approval:  The  Purchaser  and Neptune  have  complied and will
     comply  fully  with  the  requirements  of  all  applicable  corporate  and
     securities  laws in relation to the issue of the  Securities.  The entering
     into and  performance of this Agreement and the  transactions  contemplated
     herein will not result in the violation of any of the terms and  provisions
     of the articles or incorporation or bylaws of the Purchaser or Neptune, any
     shareholders'  or  directors'  resolution  or of  any  indenture  or  other
     agreement,  written or oral,  to which the  Purchaser  or Neptune  may be a
     party or by which the  Purchaser or Neptune  maybe bound or to which it may
     be subject or any judgment,  decree, order, rule or regulation of any court
     or administrative body by which the Purchaser or Neptune is bound or to the
     knowledge of the Purchaser or Neptune, any statute or regulation applicable
     to the Purchaser or Neptune.

13.4 ShareTransfer  Restrictions:  No order  ceasing  or  suspending  trading in
     securities  of the  Purchaser or Neptune nor  prohibiting  the sale of such
     securities  has been issued to the


<PAGE>
                                      -24-



     Purchaser  or Neptune or its  directors,  officers or  promoters  or to any
     other  companies that have common  directors,  officers or promoters and no
     investigations  or proceedings  for such purposes are pending or threatened
     in writing by an officer or official of a competent authority.

13.5 Issued Share Capital:  As at December 1, 1999,  the  authorized  capital of
     Neptune is  100,000,000  shares of which  12,889,999  shares are issued and
     outstanding. In addition, Neptune has an obligation to issue 276,667 shares
     in respect of private placement  transactions and has 675,000 warrants (not
     including  stock  options)  outstanding as of December 1, 1999 which may by
     the Time of Closing be exchanged or exercised into shares of Neptune.

13.6 FullyPaid Shares: Upon completion of the transactions  contemplated in this
     Agreement,  the shares of the  common  trading  stock of Neptune  issued by
     Neptune to the Vendor will be fully paid and  non-assessable  shares of the
     common trading stock of Neptune.

13.7 Sales Taxes:  Notwithstanding  Subsection 6.5, the Purchaser is responsible
     for the  Washington  State  of Sales  and Use Tax on the  sale of  personal
     property associated with the transaction contemplated herein.

14   CONDITIONS OF CLOSING

14.1 Conditions  of Closing in Favour of the  Purchaser:  The  obligation of the
     Purchaser to complete the sale and purchase of the Assets is subject to the
     following terms and conditions for the exclusive  benefit of the Purchaser,
     to be  fulfilled  or performed at or prior to the Time of Closing or waived
     in  whole  or in part  by the  Purchaser  at its  sole  discretion  without
     prejudice to any rights the Purchaser may otherwise have:

     (a)  Contractual Consents: The Vendor shall have delivered to the Purchaser
          such waivers, consents and certificates,  including but not limited to
          those  described  in  Schedule  N,  from  parties  having  contractual
          relations  with the  Business as may be necessary  including,  without
          limitation,  waivers  under loan  agreements  to which the Vendor is a
          party;

     (b)  Representations and Warranties:  The representations and warranties of
          the Vendor and Ayres  contained  in this  Agreement  shall be true and
          correct in all material respects at the Time of Closing, with the same
          force and effect as if such  representations  and warranties were made
          at and as of such time, and certificates of the Vendor and Ayres dated
          the  Closing  Date to that  effect  shall have been  delivered  to the
          Purchaser,  such certificates to be in form and substance satisfactory
          to the Purchaser, acting reasonably;

     (c)  Covenants:  All of the covenants and  agreements of the Vendor and all
          other terms of this  Agreement to be complied with or performed by the
          Vendor at or before the Time of Closing  shall have been complied with
          or performed and  certificates of the


<PAGE>
                                      -25-



          Vendor dated the Closing Date to that effect shall have been delivered
          to the  Purchaser,  such  certificates  to be in  form  and  substance
          satisfactory to the Purchaser, acting reasonably;

     (d)  Certificate  of Accredited  Investor:  The Vendor has delivered to the
          Purchaser and Neptune a certificate of accredited investor in the form
          attached as Schedule O to this Agreement;

     (e)  Regulatory  Consents:   There  shall  have  been  obtained,  from  all
          appropriate  federal and state or other governmental or administrative
          bodies  or  stock  exchanges,   such  licences,   permits,   consents,
          approvals, certificates,  registrations and authorizations,  including
          but not limited to those  described  in Schedule N, as are required to
          permit the change of ownership of the Assets and the  transactions  as
          contemplated herein,  including,  but not limited to, the operation of
          the Business by the Purchaser;

     (f)  Material  Adverse  Change:  There shall have been no material  adverse
          changes in the  condition of the Assets or the Business  (financial or
          otherwise) since the date of this Agreement up to the Time of Closing;

     (g)  No Action or Proceeding:  No legal or regulatory  action or proceeding
          shall be pending or  threatened  by any person to enjoin,  restrict or
          prohibit the purchase and sale of the Assets contemplated hereby;

     (h)  No Material Damage:  No damage by fire or other hazard to the whole or
          any  material  part of the Assets  shall have  occurred  from the date
          hereof to the Time of Closing;

     (i)  No Agreements on Assets or Business:  The Purchaser shall be satisfied
          that there is no fact not disclosed in this Agreement  relating to the
          Assets  or the  Business  which,  if  known  to the  Purchaser,  might
          reasonably be expected to have a material  adverse effect on the value
          of the Assets;

     (j)  Ayres  Consulting/Non-Compete  Agreement:  Ayres  has  entered  into a
          consulting  and  non-competition  agreement  attached as Schedule P to
          this Agreement;

     (k)  Wetmore Employment/Non-Compete  Agreement: Wetmore has entered into an
          employment  and  non-competition  agreement  attached as Schedule Q to
          this Agreement;

     (l)  Lease/Purchase  Option:  Ayres has entered  into a lease and  purchase
          option agreement attached as Schedule R to this Agreement;

     (m)  Opinion of Vendor's Attorney:  The Purchaser and Neptune have received
          legal  opinions  of the  Vendor's  attorneys,  dated as of the date of
          Closing,  respecting the


<PAGE>
                                      -26-



          transactions contemplated in this Agreement,  consistent with standard
          agreements for the purchase and sale of funeral businesses.

     If any of the  conditions  contained  in this  Subsection  8.1 shall not be
     performed  or  fulfilled  at or  prior  to  the  Time  of  Closing  to  the
     satisfaction of Neptune and the Purchaser and Neptune,  acting  reasonably,
     the Purchaser  may, by notice to the Vendor,  terminate  this Agreement and
     the  obligations  of the  Vendor,  Neptune  and the  Purchaser  under  this
     Agreement, provided that the Purchaser may also bring an action against the
     Vendor for damages suffered by the Purchaser where the  non-performance  or
     non-fulfilment  of the  relevant  condition  is as a result  of a breach of
     covenant,  representation  or  warranty  (as the same may be  modified by a
     notice pursuant to Subsection 4.12(b) by the Vendor. Any such condition may
     be waived in whole or in part by the  Purchaser  without  prejudice  to any
     claims it may have for breach of covenant, representation or warranty

14.2 Conditions of Closing in Favour of the Vendor: The purchase and sale of the
     Assets are subject to the following  terms and conditions for the exclusive
     benefit of the Vendor to be  fulfilled or performed at or prior to the Time
     of Closing:

     (a)  Representations and Warranties:  The representations and warranties of
          Neptune and the Purchaser  contained in this  Agreement  shall be true
          and correct at the Time of Closing,  with the same force and effect as
          if such  representations  and  warranties  were made at and as of such
          time and a certificate of Neptune and the Purchaser  dated the Closing
          Date to that effect  shall have been  delivered  to the  Vendor,  such
          certificate  to be in form and  substance  satisfactory  to the Vendor
          acting reasonably;

     (b)  Covenants:  All  of  the  terms,  covenants  and  conditions  of  this
          Agreement  to be  complied  with  or  performed  by  Neptune  and  the
          Purchaser  at or before the Time of Closing  shall have been  complied
          with or performed and a certificate of Neptune and the Purchaser dated
          the  Closing  Date to that  effect  shall have been  delivered  to the
          Vendor,  such certificate to be in form and substance  satisfactory to
          the Vendor acting reasonably;

     (c)  Accounting  Opinions:  The  Vendor  will have  received  legal  and/or
          accounting opinions that satisfy it that the transaction  contemplated
          herein does not have any unforseen income or other tax consequences to
          the Vendor.

     If any of the  conditions  contained  in this  Subsection  8.2 shall not be
     performed  or  fulfilled  at or  prior  to  the  Time  of  Closing  to  the
     satisfaction of the Vendor, acting reasonably, the Vendor may, by notice to
     the Purchaser and Neptune,  terminate this Agreement and the obligations of
     the Vendor,  Neptune and the Purchaser under this Agreement,  provided that
     the Vendor may also bring an action  against the  Purchase  and Neptune for
     damages suffered by the Vendor where the  non-performance or non-fulfilment
     of  the  relevant  condition  is  as a  result  of a  breach  of  covenant,
     representation  or  warranty  (as the  same  may be  modified  by a  notice
     pursuant  to  Subsection  4.12(b) by the  Purchaser  or  Neptune.  Any such
     condition


<PAGE>
                                      -27-



     may be waived in whole or in part by the Vendor  without  prejudice  to any
     claims they may have for breach of covenant, representation or warranty.

14.3 Parties  Efforts : The parties shall use reasonable  commercial  efforts to
     satisfy the conditions contained in Section 8.

15   CLOSING ARRANGEMENTS

15.1 Place of Closing:  The  closing  shall take place at the Time of Closing at
     the Place of Closing.

15.2 Transfer: At the Time of Closing, upon fulfilment of all the conditions set
     out in Section 8 that have not been  waived in  writing by Neptune  and the
     Purchaser or the Vendor as the case may be:

     (a)  the  Purchaser  will cause to be delivered  to the  Vendor's  attorney
          (Lukins & Annis, P.S.,  Washington Trust Financial Center, Suite 1600,
          717 W. Sprague Avenue, Spokane, Washington, 99201-0466) a certified or
          attorney's check in the amount of $480,000.00  payable to the Vendor's
          attorney (Lukins & Annis,  P.S.) in trust for the Vendor in payment of
          the Purchase Price;

     (b)  the  Purchaser  will cause to be delivered  to the  Vendor's  attorney
          Lukins & Annis, P.S.,  Washington Trust Financial Center,  Suite 1600,
          717 W. Sprague Avenue, Spokane, Washington, 99201-0466) a certified or
          attorney's  check in the amount of  $4,455.00  payable to the Vendor's
          attorney  (Lukins & Annis,  P.S.) in payment of the sales tax provided
          for in Subsection 7.7; and

     (c)  Neptune  will  issue  22,727  shares in the  capital of Neptune to the
          Vendor and  deliver  same to the  Vendor's  attorney  (Lukins & Annis,
          P.S.,  Washington Trust Financial  Center,  Suite 1600, 717 W. Sprague
          Avenue, Spokane, Washington, 99201-0466).

15.3 Further Assurances: Each party to this Agreement covenants and agrees that,
     from time to time  subsequent  to the Closing Date, it will, at the request
     and  expense  of  the  requesting  party,  execute  and  deliver  all  such
     documents,  including, without limitation, all such additional conveyances,
     transfers,  consents  and other  assurances  and do all such other acts and
     things as any other party to this Agreement,  acting  reasonably,  may from
     time to time  request be  executed  or done in order to better  evidence or
     perfect or effectuate  any provision of this  Agreement or of any agreement
     or  other  document  executed  pursuant  to  this  Agreement  or any of the
     respective obligations intended to be created by this Agreement.

16   INDEMNITY

16.1 KnownActions  and  Proceedings:  The Vendor and Ayres hereby  indemnify and
     save  harmless  the Neptune  Entities  from and against any and all losses,
     liabilities,  damages,  costs, increases in insurance premiums for policies
     (comparable  to existing  coverage at the  Effective  Date) for renewals to
     December 31, 1999, and expenses of any kind whatsoever


<PAGE>
                                      -28-



     including,  without limitation,  the costs of defending,  cross-claiming or
     claiming  against third parties in respect of any action,  claim or matter,
     including  attorney's  fees,  costs  and  disbursements  at all  court  and
     administrative  levels, which at any time or from time to time may be paid,
     incurred  or  asserted  against  the  Neptune  Entities,  as to a direct or
     indirect  result of the  operation of the Business up to and  including the
     Effective  Date,  provided  that such  liability  is not the  result of any
     actions  taken by the  Neptune  Entities  after  the  Effective  Date.  The
     obligations of the Vendor and Ayres set forth in this Subsection 10.1 shall
     be subject to and limited by the following:

     (a)  No claim  shall be made  unless  the  cumulative  amount of all claims
          under this Subsection 10.1 equals or exceeds $5,000;

     (b)  The  Purchaser  and Neptune  shall give  written  notice to Vendor and
          Ayres  stating  specifically  the  basis  for the  claim,  the  amount
          thereof,  and shall  tender  defense  thereof  to Vendor  and Ayres as
          provided in Subsection 10.3 below; and

     (c)  No claim  shall be made  after the third  anniversary  of the  Closing
          Date.

16.2 Indemnification  by Purchaser.  The Purchaser hereby  indemnifies and saves
     harmless  the Vendor and Ayres  against  any and all  losses,  liabilities,
     damages,  costs,  and expenses of any kind whatsoever,  including,  without
     limitation,  the cost of  defending,  cross-claiming,  or claiming  against
     third parties in respect of any action,  claim, or matter,  including legal
     fees,   costs,   and   disbursements  of  an  attorney  at  all  court  and
     administrative  levels, which at the time or from time to time may be paid,
     incurred, or asserted against Vendor and Ayres as to the direct or indirect
     result of the  operation  of the Business  after the  Effective  Date.  The
     obligations  of the  Purchaser set forth in this  Subsection  10.1 shall be
     subject and limited by the  following:

     (a)  Noclaims shall be made until the cumulative amount of all claims under
          this  Subsection  10.1 equals or exceeds  $5,000;

     (b)  Vendor and Ayres shall give written  notice to the  Purchaser  stating
          specifically  the basis for the claim,  the amount thereof,  and shall
          tender  defense  thereof to Purchaser as provided in  Subsection  10.3
          below; and

     (c)  No claim  shall be made  after the third  anniversary  of the  Closing
          Date.

10.3 Tender of  Defenses.  Promptly  upon  receipt by any party of a notice of a
     claim by a third-party which may give rise to a claim under Section 10, the
     party seeking  indemnification  (the Indemnified  Party) shall give written
     notice  thereof  to the party  obligated  to provide  indemnification  (the
     Indemnifying  Party).  If the  Indemnifying  Party gives to the Indemnified
     Party an agreement in writing,  in a form  reasonably  satisfactory  to the
     Indemnified  Party's counsel,  to defend such claim, the Indemnifying Party
     may, at its sole expense,  undertake the defense against such claim and may
     contest or settle such claim on such terms, at such time and in such manner
     as the  Indemnifying  Party,  in its sole  discretion,


<PAGE>
                                      -29-



     shall elect and the Indemnified Party shall execute such documents and take
     such steps as may be reasonably  necessary in the opinion of its counsel to
     enable it to conduct the defense of such claim. If the  Indemnifying  Party
     fails or refuses to defend any claim hereunder,  the Indemnifying Party may
     nevertheless,  at its own expense, participate in the defense of such claim
     by the Indemnified  Party in any and all settlement  negotiations  relating
     thereto.  In any and all  events,  the  Indemnifying  Party shall have such
     access to the  records and files of the  Business  relating to any claim as
     may be reasonably  necessary to  effectively  defend or  participate in the
     defense  thereof.

16.3 Right to Set-Off:  The  Purchaser and Neptune have the right to set-off any
     amount  owed  by the  Vendor  to  the  Purchaser  or  Neptune  pursuant  to
     Subsection  10.1  against  any money due and owing to the  Vendor  from the
     Purchaser  or  Neptune  under  this  or any  other  agreement  between  the
     Purchaser,  Neptune and the Vendor,  provided that the Purchaser or Neptune
     gives written  notification to the Vendor prior to set-off of the amount of
     the set-off and any obligation(s) so satisfied.

17   GUARANTEE

Neptune  hereby  unconditionally  guarantees  each and every  obligation  of the
Purchaser arising from or under this Agreement. If the Purchaser should, for any
reason,  fail to pay or  perform  any  obligation,  indebtedness,  or  liability
arising  out of or  pertaining  to this  Agreement,  Neptune  promises to pay or
perform  the same upon  demand.  Neptune  waives  notice of  acceptance  in this
guaranty and also presentment, demand, protest, notice of protest, and notice of
dishonor of any obligation arising under this Agreement. No extension of time or
other indulgence  granted by the Vendor, to the Purchaser will release or affect
the  obligation  of  Neptune.  No omission or delay on the part of the Vendor in
exercising  any rights  hereunder  or in taking any action to collect or enforce
payment of any obligation  arising under this Agreement will be a waiver of such
right or release or affect the obligation of Neptune hereunder. This guaranty is
given for the  benefit of the Vendor and  Ayers.  Neptune  shall be jointly  and
severally liable for said obligations,  indebtedness,  or  liabilities.

18   GENERAL MATTERS

18.1 Governing  Law and  Arbitration:  This  Agreement  shall be governed by and
     construed  in  accordance  with the laws of the  State of  Washington.  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  Seattle,  Washington.  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 attorney's fees.

<PAGE>
                                      -30-



18.2 Entire Agreement:  Except as may be otherwise  expressly agreed between the
     parties in writing, this Agreement,  including any agreements  contemplated
     herein,  constitutes the entire agreement between the parties pertaining to
     the  subject  matter  and  there  are  no  oral   statements,   warranties,
     representations  or other agreements between the parties in connection with
     the subject matter except as specifically  set forth or referred to herein.
     No amendment,  waiver or  termination  of this  Agreement  shall be binding
     unless executed in writing by the party or parties to be bound thereby.  No
     waiver  of any  provision  of this  Agreement  shall  be  deemed  or  shall
     constitute  a waiver of any  other  provision  nor  shall  any such  waiver
     constitute a continuing waiver unless otherwise expressly provided.

18.3 Assignment:  The Vendor will not assign their  interests in this  Agreement
     without prior  written  consent of the  Purchaser.  Prior to payment of the
     Purchase  Price in full, the Purchaser may not assign its interests in this
     Agreement without any prior written consent of the Vendor.

18.4 Public Notices:  Except as required by applicable law, regulatory authority
     or any listing or trading agreement, no press release or other announcement
     concerning  this  transaction  shall be made by the Vendor or the Purchaser
     without  the  prior  approval  of  the  other,  such  approval  not  to  be
     unreasonably withheld.

18.5 Confidential Information:  The Purchaser and the Vendor covenant to hold in
     strict   confidence  all  information   obtained  in  connection  with  the
     transactions  which  are  the  subject  matter  of this  Agreement.  If the
     transactions  which  are  the  subject  matter  of this  Agreement  are not
     completed,  this  covenant  shall  continue in full force and  effect.  All
     confidentiality  obligations  of the Purchaser  with respect to the Vendor,
     shall cease upon Closing. Notwithstanding the Closing, the Vendor covenants
     to maintain as confidential  all  confidential  information  respecting the
     Purchaser in that Vendor's  possession prior to Closing and all information
     obtained in connection with the  transactions  which are the subject matter
     of this Agreement including all information  concerning the Purchaser other
     than  information  provided  to that  Vendor's  personal  advisers  for the
     purpose of filing  personal tax returns and other similar matters and other
     than as may be required to be disclosed  by law and other than  information
     that becomes generally  available to the public other than as a result of a
     disclosure by the Vendor its representatives.

18.6 Non-Waiver:  No investigations made by or on behalf of the Purchaser at any
     time  shall  have  the  effect  of  waiving,  diminishing  the  scope of or
     otherwise  affecting  any  representations  or  warranties  made  herein or
     pursuant hereto.  No  investigations  made by or on behalf of the Vendor at
     any time  shall  have the effect of  waiving,  diminishing  the scope of or
     otherwise  affecting  any  representations  or  warranties  made  herein or
     pursuant hereto.

18.7 Indemnification  in Respect  of  Brokers  or  Agents:  The Vendor and Ayres
     indemnify and save harmless the Purchaser and the Business from and against
     any claim for  commission  or other  remuneration  payable or alleged to be
     payable  to any  broker,  agent or other  intermediary  who


<PAGE>
                                      -31-



     claims to be so entitled by virtue of a contract or other  arrangement with
     the Vendor in connection with the transaction contemplated herein.

18.8 Expenses: All costs and expenses incurred in connection with this Agreement
     and the  transactions  contemplated  hereby  shall  be  paid  by the  party
     incurring such expense. The Purchaser shall not bear any legal,  accounting
     or other costs incurred by the Vendor. The Vendor shall not bear any legal,
     accounting or other costs incurred by the Purchaser.

18.9 Notices:  Any notice or other  communication  required or  permitted  to be
     given  hereunder  shall be in writing and  delivered  or sent by  overnight
     mail,  overnight delivery or 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  telefax  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  .  Notices  shall be  delivered  or
     addressed as follows:

     (a)  If to the Purchaser and Neptune:

          Neptune Management Corp.
          100 North First Street, Suite 205
          Burbank, CA 91502

     (b)  If to the Vendor:

          Cremation Society of Washington, Inc.
          2458 Manzanita Avenue
          Eureka, California 99503
          Attn: John C. Ayres

     Any party may give written  notice of change of address in the same manner,
     in  which  event  such  notice  shall  thereafter  be  given to it as above
     provided at such changed address.

18.10 Time of the Essence: Time shall be of the essence of this Agreement.

18.11Further  Assurances:  Each of the  parties  hereto  agrees  promptly to do,
     make, execute,  deliver or cause to be done, made, executed or delivered at
     their own expense all such further acts,  documents and things as the other
     party  hereto may  reasonably  require for the purpose of giving  effect to
     this Agreement whether before or after the Closing.

18.12Severability:  If any covenant,  obligation or agreement of this Agreement,
     or the  application  thereof to any person or  circumstance  shall,  to any
     extent, be invalid or unenforceable, the remainder of this Agreement or the
     application  of such  covenant,  obligation  or  agreement  to  persons  or
     circumstances  other  than  those  as  to  which  it  is  held  invalid  or
     unenforceable,


<PAGE>
                                      -32-



     shall not be affected  thereby and each covenant,  obligation and agreement
     of this Agreement shall be separately  valid and enforceable to the fullest
     extent permitted by the law.

18.13Counterparts:   This   Agreement   may  be   executed   in  any  number  of
     counterparts,  each of  which  when  delivered  shall  be  deemed  to be an
     original  and all of  which  together  shall  constitute  one and the  same
     document.  A signed facsimile or telecopied copy of this Agreement shall be
     effectual and valid proof of execution and delivery.


IN WITNESS  WHEREOF the parties  hereto have executed  this  Agreement as of the
date first hereinabove written.

NEPTUNE SOCIETY OF AMERICA, INC.        THE NEPTUNE SOCIETY, INC.


Per: ------------------------------     Per: ------------------------------
     Authorized Signatory                    Authorized Signatory

<PAGE>
                                      -33-



CREMATION SOCIETY OF WASHINGTON, INC.


Per: ------------------------------
     Authorized Signatory



SIGNED, SEALED AND DELIVERED by         )
JOHN C. AYRES in the presence of:       )
                                        )
--------------------------------------  )
Witness Signature                       )
                                        )
--------------------------------------  )    -------------------------------
Address                                 )    JOHN C. AYRES
                                        )
--------------------------------------  )
Occupation                              )
                                        )


<PAGE>
                                      -34-

                                  Schedule "A"

            to the Asset Purchase Agreement dated December 31, 1999

                    See Attached List of Insurance Policies
                    ---------------------------------------








<PAGE>
                                      -35-




                                  Schedule "B"

             to the Asset Purchase Agreement dated December 31, 1999

                            List of Intangible Assets
                            -------------------------



1.   Trade Names:   Cremation Society of Washington, First Choice Cremation

2.   Trademark:     Cremation Society of Washington, First Choice Cremation,
                    Spokane's Cremation Society




<PAGE>
                                      -36-



                                  Schedule "C"

             to the Asset Purchase Agreement dated December 31, 1999


                           List of Land and Buildings
                           --------------------------


<TABLE>
Description                    Nature of Interest           Base Rent/Month        Expiry Date   Renewal
-----------                    ------------------           ---------------        -----------   -------

<S>                           <C>                           <C>                   <C>            <C>
East 1821 Sprague Street,      Building owned by Vendor,    n/a                    n/a           n/a
Spokane, WA                    Ayres

Suite 619, North 4407          General office space         $602.00                36584         month to month
Division Street, Spokane, WA   leased from Hudson and                                            option
                               Cynthia Staffield
</TABLE>


<PAGE>
                                      -37-



                                  Schedule "D"

            to the Asset Purchase Agreement dated December 31, 1999

                             List of Leased Assets
                             ---------------------


1.   See Schedule "C".

2.   Other Leased Assets:

<TABLE>
In Agreement with                  Nature of Lease            Total Payments per Month      Expiry Date
-----------------                  ---------------            ------------------------      -----------
<S>                               <C>                         <C>                           <C>
AT&T Capital Leasing               Computer equipment         $392.94                       June 18, 2001

Ikon Office Solutions              Ricoh copier               $285.00                       June 29, 2003
</TABLE>






<PAGE>
                                      -38-



                                  Schedule "E"

            to the Asset Purchase Agreement dated December 31, 1999

             See Attached List of Other Operating and Fixed Assets
             -----------------------------------------------------



<PAGE>
                                      -39-



                                  Schedule "F"

            to the Asset Purchase Agreement dated December 31, 1999


                 See Folder F(1) for List of Pre-Need Contracts
                 ----------------------------------------------
             and Folder F(2) for List of Funeral Insurance Polices
             -----------------------------------------------------



<PAGE>
                                      -40-



                                  Schedule "G"

            to the Asset Purchase Agreement dated December 31, 1999

                            List of Specified Assets
                            ------------------------



1.   1 Power-Pak II Cremator

2.   1 Recorder

3.   1 S.S. Stack

4.   1 13'x15'x9' Walk-In Cooler

5.   1 Infitting Cooler Door

6.   4 Cooler Racks

7.   1 92" Body Lift


<PAGE>
                                      -41-



                                  Schedule "H"

            to the Asset Purchase Agreement dated December 31, 1999

                             List of Trust Accounts
                             ----------------------



1.   See Schedule "F', Folder F(1).




<PAGE>
                                      -42-



                                  Schedule "I"

             to the Asset Purchase Agreement dated December 31, 1999

                   See Attached Unaudited Financial Statements
                   -------------------------------------------



<PAGE>
                                      -43-



                                  Schedule "J"

            to the Asset Purchase Agreement dated December 31, 1999

                             List of Bank Accounts
                             ---------------------


1.   USbank, Spokane, WA, Checking Account #1-535-0237-0296

2.   USbank, Spokane, WA, Savings Account #2-535-0120-3330



<PAGE>
                                      -44-



                                  Schedule "K"

             to the Asset Purchase Agreement dated December 31, 1999

                                     EBITDA
                                     ------



1.   For the purposes of this  Agreement,  Spokane EBITDA and Washington  EBITDA
     will  be  calculated  in  accordance  with  generally  accepted  accounting
     principles used in the United States of America, consistently applied, with
     the following adjustments:

     (i)  all consulting fees paid by the Neptune  Entities to Ayres will not be
          included in the  calculation of Spokane EBITDA and Washington  EBITDA;
          and

     (ii) all employment compensation paid by the Neptune Entities to Wetmore in
          excess  of  $45,000.00  will not be  included  in the  calculation  of
          Spokane EBITDA and Washington EBITDA.

2.   For the purposes of this  Agreement,  Spokane EBITDA and Washington  EBITDA
     shall not  reflect an  allocation  of general  administrative  expenses  or
     overhead  assessments of the Neptune  Entities  without the express written
     consent of the Vendor or Ayres.  The  parties  acknowledge,  however,  that
     certain  expenses  which are both  reasonable  and  necessary  and directly
     related to and incurred for the exclusive benefit of the Business conducted
     from the Spokane Locations,  the State of Washington or any other locations
     of the  Business  operated  by the  Neptune  Entities  in which  Wetmore is
     General  Manager,  may be  allocated  and  included in the  calculation  of
     Spokane EBITDA and Washington EBITDA.


<PAGE>
                                      -45-



                                  Schedule "L"

            to the Asset Purchase Agreement dated December 31, 1999

                  List of Employees and Employee Benefit Plans
                  --------------------------------------------
<TABLE>

Name                                     Position                       Estimated 1999 Compensation
----                                     --------                       ---------------------------
<S>                                      <C>                            <C>
John C. Ayres                            Consultant                     $5,000 - $7,000

Charles Wetmore                          General Manager                $60,000

Shelley Perkins                          Location Manager               $30,000

Patricia Redding                         At-Need Secretary              $16,320

Joyce Momb                               Pre-Need Sales Manager         $60,000

Doris Moyer                              Pre-Need Secretary/Officer     $19,200
                                         Manager

Elsa Green                               Telemarketer                   $5.75 per hour
</TABLE>


Full Time  Employees  receive HMO health  coverage  and those with  professional
designations  receive annual  registration  fees and continuing  education costs
associated with those designations






<PAGE>
                                      -46-



                                  Schedule "M"

             to the Asset Purchase Agreement dated December 31, 1999

                           List of Material Contracts
                           --------------------------


1.   Agreement to Join and Participate in the Washington State Funeral Directors
     Association  Master Trust dated April 5, 1995 between  Cremation Society of
     Washington and WSFDA

2.   Trust  Agreement  dated  February  12, 1998  between  Cremation  Society of
     Washington and Forethought National TrustBank



<PAGE>
                                      -47-



                                  Schedule "N"

             to the Asset Purchase Agreement dated December 31, 1999

                            List of Required Consents


Contractual Consents

1.   Consent to assignment of lease at Suite 619, 4407 Division Street, Spokane,
     WA

2.   Consent to assignment of the Leases described in Schedule D.

3.   Consent to assignment of the Material Contracts described in Schedule M.


Regulatory Consents

4.   Consent to Assignment of trademark certificates for:

     a.  Cremation Society of Washington
     b.  First Choice Cremation
     c.  Spokane's Cremation Society

5.   Consent to Assignment of registered tradenames for:

     a.  Cremation Society of Washington
     b.  First Choice Cremation

6.   Transfer  of  Agent's  License  authorization  to sell Life and  Disability
     Insurance  from  the  State  of   Washington's   Office  of  the  Insurance
     Commissioner

7.   Transfer of the licenses from the State of Washington Endorsement for:

     a.  Crematory Operation
     b.  Prearrangement Funeral Services
     c.  Funeral Establishment



<PAGE>
                                      -48-



                                  Schedule "O"

             to the Asset Purchase Agreement dated December 31, 1999

                 See Attached Certificate of Accredited Investor
                 -----------------------------------------------



<PAGE>
                                      -49-



                                  Schedule "P"

            to the Asset Purchase Agreement dated December 31, 1999

              See Attached Ayres Consulting/Non-Compete Agreement
              ---------------------------------------------------




<PAGE>
                                      -50-



                                  Schedule "Q"

            to the Asset Purchase Agreement dated December 31, 1999

             See Attached Wetmore Employment/Non-Compete Agreement
             -----------------------------------------------------





<PAGE>
                                      -51-



                                  Schedule "R"

            to the Asset Purchase Agreement dated December 31, 1999

                  See Attached Lease/Purchase Option Agreement
                  --------------------------------------------