EXHIBIT 10.18


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                                Agency Agreement
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This Agreement is dated for reference July 22, 1999.

BETWEEN

          THE NEPTUNE  SOCIETY,  INC. of 102 N.E. 2nd Street,  Suite #777,  Boca
          Raton, Florida, 33432

                                                                 (the "Company")

AND

          STANDARD SECURITIES CAPITAL CORPORATION,  24 Hazelton Avenue, Toronto,
          Ontario M5R 2E2

                                                                   (the "Agent")

WHEREAS:

A.   The Company wishes to privately  sell 1,166,666  common shares at $6.00 USD
     per share;

B.   The Company intends to file with the United States  Securities and Exchange
     Commission a Form S-1 registration  statement to register the resale of the
     Common Shares; and

C.   The Company wishes to appoint the Agent to distribute the 1,166,666  common
     shares and the Agent is willing to accept the  appointment on the terms and
     conditions of this Agreement.

THE PARTIES to this Agreement therefore agree:

DEFINITIONS

1.   In this Agreement:

     (a)  "1933 Act" means the United States Securities Act of 1933, as amended;

     (b)  "Closing  Dates"  means  each of the First  Closing  Date,  the Second
          Closing Date and the Final Closing Date;



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<PAGE>


     (c)  "Common  Shares" means the  1,166,666  common shares in the capital of
          the Company to be offered and sold in the Private Placement;

     (d)  "Directed Selling Efforts" means "Directed selling efforts" as defined
          in Rule 902(c) of Regulation S of the 1933 Act;

     (e)  "Effective Date" means the first day that the  Registration  Statement
          becomes effective to register the resale of the Common Shares;

     (f)  "Exchange  Act" means the United  States  Securities  Exchange  Act of
          1934, as amended;

     (g)  "Final  Closing Date" means January 31, 2000 or such other date as the
          Company and the Agent may agree;

     (h)  "First  Closing  Date" means  August 6, 1999 or such other date as the
          Company and the Agent may agree;

     (i)  "First  Tranche"  means a 666,666 of the Common Shares to be purchased
          by the  Subscribers  and issued by the  Company  on the First  Closing
          Date;

     (j)  "Initial Filing Date" means the date which is 60 days from the date of
          the Final Closing Date;

     (k)  "Issue Price" means $6.00 USD per Common Share;

     (l)  "Private  Placement"  means the sale of the Common Shares on the terms
          and conditions of this Agreement;

     (m)  "Registration Statement" means a Form S-1 under the 1933 Act;

     (n)  "Regulation  S" means  Regulation  S adopted by the SEC under the 1933
          Act;

     (o)  "Reset  Price"  means the average  closing bid price of the  Company's
          common shares during the period from the 1st to the 90th day following
          the  Effective  Date but in any event  will not be less than $3.00 USD
          per common share;

     (p)  "Reset  Share"  means the  common  shares of the  Company  that may be
          issuable  pursuant to the formula as set out in  paragraph  13 of this
          Agreement;

     (q)  "Restricted  Period"  means  the one  year  period  commencing  on the
          Closing Date;

     (r)  "SEC" means the United States Securities and Exchange Commission;



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<PAGE>


     (s)  "Second Closing Date" means October 31, 1999 or such other date as the
          Company and the Agent may agree;

     (t)  "Second Tranche" means 166,667 of the Common Shares to be purchased by
          the Subscribers and issued by the Company on the Second Closing Date;

     (u)  "Securities" means the Common Shares and the Reset Shares, if any;

     (v)  "Share   Certificates"   means  the   certificates   of  the   Company
          representing  the  Common  Shares to be issued on each of the  Closing
          Dates in the names and denominations reasonably requested by the Agent
          or the Subscribers;

     (w)  "Subscribers" means the purchasers of the Common Shares in the Private
          Placement;

     (x)  "Subscription  Agreement" means the agreement to be duly completed and
          signed by the  Purchasers  in  connection  with the sale of the Common
          Shares;

     (y)  "Third  Tranche" means 333,333 of the Common Shares to be purchased by
          the  Subscribers  and issued by the Company on the Final Closing Date;
          and,

     (z)  "United  States" means the United States of America,  its  territories
          and possessions,  any State of the United States,  and the District of
          Columbia; and,

     (aa) "U.S.  Person"  means  "U.S.  Person"  as that term is defined in Rule
          902(o) of Regulation S of the 1933 Act.

APPOINTMENT OF AGENT

2.   The Company appoints the Agent as its exclusive agent and the Agent accepts
     the  appointment and agrees to act as the exclusive agent of the Company to
     use its  best  efforts  to find  and  introduce  to the  Company  potential
     investors  to purchase the Common  Shares at a purchase  price of $6.00 USD
     per common share.

3.   The Company will reserve or set aside sufficient  shares in its treasury to
     issue the Common Share and Reset Shares, if any.

AGENT'S FEE

4.   The  Company  shall pay to the Agent a fee of 10% of the gross  proceeds of
     the Private Placement payable by the Company to the Agent as follows:

     (a)  USD $500,000.00 on the Second Closing Date; and,
     (b)  USD $200,000.00 on the Final Closing Date.



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<PAGE>


OFFERING  RESTRICTIONS

5.   The Company  represents and warrants to, and covenants and agrees with, the
     Agent as follows:

     (a)  Neither the Company nor any of its  affiliates,  nor any person acting
          on their behalf, has made or will make:

          i.   any  offer to sell,  or any  solicitation  of an offer to buy any
               Securities to a U.S. Person or a person in the United States, or

          ii.  any sale of Securities  unless,  at the time the buy order was or
               will have been  originated,  the  purchase was outside the United
               States or the Company,  its affiliates,  and any person acting on
               its or their behalf  reasonably  believed  that the purchaser was
               outside the United States;

     (b)  During  the  period  in which the  Securities  are  offered  for sale,
          neither the Company nor any of its  affiliates,  nor any person acting
          on its or their  behalf  has made or will  make any  Directed  Selling
          Efforts  in the  United  States,  or has taken or will take any action
          that  would  cause  the  exemptions  afforded  by  Regulation  S to be
          unavailable for offers and sales of the Securities;

     (c)  The Company  undertakes and agrees that it will refuse to register any
          transfer of any Securities offered and sold pursuant to this Agreement
          in reliance upon  Regulation S unless such  Securities are transferred
          in  accordance  with the  provisions  of  Regulation  S,  pursuant  to
          registration under the 1933 Act or pursuant to an available  exemption
          for the registration under the 1933 Act;

     (d)  Neither the Company nor any of its predecessors or affiliates has been
          subject to any order,  judgment,  or decree of any court of  competent
          jurisdiction  temporarily,  preliminary or permanently  enjoining such
          person for failure to comply with Rule 503 of  Regulation D concerning
          the filing of a notice of sales on Form D;

     (e)  Neither the Company,  any of its  affiliates  nor any person acting on
          its or their behalf have engaged or will engage in any form of general
          solicitation  or  general  advertising  (as  the  terms  are  used  in
          Regulation  D under the 1933 Act) with  respect  to offers or sales of
          the  Securities  in  the  United  States,  including   advertisements,
          articles,  notices or other communications published in any newspaper,
          magazine or similar media,  or broadcast over radio or television,  or
          any seminar or meeting  whose  attendees  have been invited by general
          solicitation or general advertising;



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<PAGE>


     (f)  The Company is not an "investment  company"  within the meaning of the
          United States Investment Company Act of 1940; and

     (g)  Except with  respect to the offer and sale of the  Securities  offered
          hereby,  the Company has not, since January 1, 1999, sold, offered for
          sale or solicited an offer to buy any of its  securities in the United
          States or to a U. S Person in a transaction  which, if integrated with
          this  offering of  Securities,  would  result in a  violation  of this
          registration requirement of applicable U.S. securities laws.

6.   The Agent  represents  and warrants to, and covenants and agrees with,  the
     Company as follows:

     (a)  The Agent  acknowledges  that the Securities  have not been registered
          under the 1933 Act and that such securities are being offered and sold
          outside the United States in reliance upon Rule 903 of Regulation S or
          in reliance upon an exemption  from  registration  provided under Rule
          506 or Regulation D under the 1933 Act;

     (b)  Neither the Agent nor any of its  affiliates  nor any person acting on
          the Agent's behalf or on behalf of any of their affiliates has made or
          will make:

          i.   any  offer to sell or any  solicitation  of an offer to buy,  any
               Securities to any U.S. Person or person in the United States,  or
               any sale of Securities to any purchaser  unless,  at the time the
               buy order was or will have been  originated,  the  purchaser  was
               outside the United  States,  or such Agent,  affiliate  or person
               acting  on  behalf  of  either  reasonably   believed  that  such
               purchaser was outside the United States;

          ii.  any Directed Selling Efforts in the United States with respect to
               the Securities; or,

          iii. any offer to sell or any  solicitation of an offer to buy, by any
               form of general  solicitation  or general  advertising  (as those
               terms  are used in  Regulation  D under  the 1933  Act) or in any
               manner  involving a public offering within the meaning of Section
               4(2) of the 1933 Act, any of the Securities;

     (c)  At or prior to confirmation of sale of the Securities,  the Agent will
          send to each  distributor  (as  defined in  Regulation  S) , dealer or
          person receiving a selling concession,  fee or other remuneration that
          purchases  Securities  during the Restricted  Period a confirmation or
          notice to substantially the following effect:

               "The  Securities   have  not  been  registered   under  the  U.S.
               Securities Act of 1933, as amended (the  "Securities  Act"),  and
               may not be offered or sold within the United States or to, or for
               the account or benefit of



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<PAGE>


               a U.S.  persons (i) as part of their  distribution at any time or
               (ii) otherwise until one year after the later of the commencement
               of the  offering and the closing  date,  except in either case in
               accordance with  Regulation S (or Rule 144A, if available)  under
               the  Securities  Act. Terms used herein have the meaning given to
               them in Regulation S."

     (d)  The Agent agrees that neither it nor any of its affiliates will engage
          in any hedging  transactions with respect to the Securities during the
          Restricted Period.

7.   The  Company  and the Agent agree that the Common  Shares  offered  will be
     issued in three  tranches  with the First Tranche to be issued on the First
     Closing Date,  the Second  Tranche to be issued on the Second Closing Date;
     and the Third Tranche to be issued on the Final Closing Date.

REGISTRATION PROVISION

8.   The  Company  shall use its best  efforts to file on or before the  Initial
     Filing Date, a  Registration  Statement with the SEC to register the resale
     of  the  Common  Shares  without  restriction,  except  that,  the  selling
     shareholders must provide a buyer with the prospectus  contained within the
     Registration Statement.

9.   The Company shall use its best efforts to cause the Registration  Statement
     to be effective as soon as possible  from the Initial  Filing Date,  but in
     any event within 120 days for the Initial Filing Date.

10.  The  Company  shall  provide  the  Subscribers  a  copy  or  copies  of the
     prospectus,  as  reasonably  requested,  or to the  Agent on  behalf of the
     Subscribers, at the sole expense of the Company

11.  The Company shall file  amendments to the  Registration  Statement with the
     SEC that may be required from time to time to maintain the effectiveness of
     the Registration Statement from the Effective Date to and including January
     31, 2001 or such earlier date when the Company receives written notice from
     the Agent that all of the Common Shares have been sold.

RESALE RESTRICTIONS

12.  The Agent further  acknowledges  and agrees that the Securities may also be
     subject to resale restrictions in jurisdictions outside of the United State
     and Canada of which the  Company  makes no  representations  or promises to
     qualify the Common  Shares  and/or the Reset  Shares,  if any,  for sale or
     resale in or from such jurisdictions.



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<PAGE>


13.  The Agent  acknowledges  and  agrees  that the Share  Certificates  and the
     certificates  representing the Reset Shares,  if any, will bear a legend in
     substantially the following form:

          "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
          ACT"), AND MAY BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED ONLY (A) TO
          THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904
          OF REGULATION S UNDER THE U.S.  SECURITIES  ACT, IF AVAILABLE,  AND IN
          COMPLIANCE WITH ANY APPLICABLE  STATE SECURITIES LAWS, (C) PURSUANT TO
          AN EXEMPTION FROM REGISTRATION UNDER THE U.S.  SECURITIES ACT PROVIDED
          BY RULE 144  THEREUNDER,  IF  APPLICABLE,  AND IN COMPLIANCE  WITH ANY
          APPLICABLE  STATE  SECURITIES  LAWS,  OR (D)  WITH THE  PRIOR  WRITTEN
          CONSENT  OF  THE   COMPANY,   PURSUANT  TO  ANOTHER   EXEMPTION   FROM
          REGISTRATION  UNDER THE U.S.  SECURITIES ACT AND ANY APPLICABLE  STATE
          SECURITIES LAWS.

RESET RIGHTS

14.  The Issue  Price will be subject to reset  which may result in the  Company
     issuing  additional  shares to the  Subscribers  according to the following
     formula:

<TABLE>

<S>                                                              <C>
1,166,666 Common Shares x [(Issue Price x 125%) - Reset Price] = Total Reset Shares
-------------------------------------------------------------
                 Reset Price
</TABLE>


15.  If the  Total  Reset  Shares  as  calculated  using  the  formula  above is
     negative, it shall be deemed to be zero.

16.  The Company will issue the Reset Shares,  if any, to the Agent on or before
     the  120th  day  following   the  Effective   Date  be  delivery  of  share
     certificates  of the  Company  in the  name  and  denominations  reasonably
     specified  by the Agent in  writing to the  Company.  Such  notice  must be
     received by the Company on or before the 100th day  following the Effective
     Date.

CLOSING AND CLOSING DOCUMENTS

17.  The  Closing  will take  place at 1:00 p.m.  (Toronto  time) on each of the
     Closing Dates.

18.  If the Company has satisfied all of its  obligations  under this Agreement,
     the Agent will,  on the Closing,  pay the  Proceeds to the Company  against
     delivery of the Share Certificates.



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<PAGE>


REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENT

19.  The Agent covenants with the Company that it will:

     (a)  not  solicit  offers to  purchase  or sell the Common  Shares so as to
          require  registration  thereof or filing of a prospectus  with respect
          thereto under, or as to knowingly breach in any material respect,  the
          laws of any jurisdiction  including,  without  limitation,  the United
          States of  America,  or any  state  there  of,  Canada  or the  United
          Kingdom,  and not solicit offers to purchase or sell the Common Shares
          in any jurisdiction  outside of the USA where the solicitation or sale
          of  the  Common   Shares  would  result  in  any  ongoing   disclosure
          requirements in such jurisdiction, or any registration requirements in
          such  jurisdiction,  except  for the  filing  of a notice or report of
          solicitation or sale, or where the Company may be subject to liability
          in  connection  with the sale of the Common Shares which is materially
          more onerous than its liability under the 1933 Act;

     (b)  obtain from each  Purchaser  an executed  Subscription  Agreement in a
          form reasonably acceptable to the Company and to the Agent relating to
          the transaction herein  contemplated,  together with all documentation
          as may be necessary in connection with the subscription for the Common
          Shares; and

     (c)  refrain from  advertising the Offering in printed media of general and
          regular paid circulation, radio or television.

20. The Agent represents and warrants to the Company that:

     (a)  it is a valid and subsisting  entity under the laws of the Province of
          Ontario;

     (b)  it is a securities dealer registered under the Ontario Securities Act;
          and

     (c)  it will only effect  sales under the  offering to persons  outside the
          United  States of America and outside of Canada,  and in  jurisdiction
          where the Securities may be lawfully offered and sold.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

21.  The Company hereby represents, warrants and covenants to and with the Agent
     that:

     (a)  the  Company  and each of the  subsidiaries  are valid and  subsisting
          corporations  duly incorporated and in good standing under the laws of
          the  jurisdictions  in which  they are  incorporated  ,  continued  or
          amalgamated;



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<PAGE>


     (b)  the Company and each of the subsidiaries is conducting its business in
          compliance  with all applicable  laws,  rules and  regulations of each
          jurisdiction  in which its  business  is  carried  on and,  except for
          Neptune Management Corp's funeral establishment  licenses and Heritage
          Alternatives  Inc.  crematory  license which are pending transfer from
          their previous owners by the State of California, the Company and each
          of the  subsidiaries is duly licensed,  registered or qualified in all
          jurisdictions  in which it owns,  leases or operates  its  property or
          carries on  business  to enable its  business  to be carried on as now
          conducted and its property and assets to be owned, leased and operated
          and all such licences,  registrations and qualifications are valid and
          subsisting and in good standing, except in respect of matters which do
          not  and  will  not  result  in any  material  adverse  change  to the
          business,  business prospects or condition (financial or otherwise) of
          the Company and its Subsidiaries, taken as a whole;

     (c)  the Company legally and beneficially owns, directly or indirectly, all
          of the issued  and  outstanding  shares in the  capital of each of its
          subsidiaries and in each case,  except for the pledge of the shares of
          Neptune  Management  Corp.,  Heritage  Alternatives  Inc.  and Neptune
          Pre-need  Plan  Inc.  under  the terms  and  condition  of a  Purchase
          Agreement dated for reference March 26, 1999, such shares are free and
          clear of all mortgages,  liens, charges,  pledges,  security interest,
          encumbrances,  claims or demand  of any kind  whatsoever.  All of such
          shares  have  been  duly   authorized   and  validly  issued  and  are
          outstanding as fully paid and non-assessable  shares and no person has
          any right,  agreement  or option,  present  or future,  contingent  or
          absolute  or any right  capable  of  becoming  a right,  agreement  or
          option,  for the purchase from the Company or any of its  subsidiaries
          an interest in any such  shares or for the issue or  allotment  of any
          unissued shares in the capital of any of its subsidiaries or any other
          security  convertible  into or  exchangeable or excisable for any such
          shares;

     (d)  the authorized  capital of the Company is 50,000,000 common shares and
          the issued  capital of the Company is 12,000,000  common  shares,  and
          except for options to purchase commons shares currently outstanding to
          employees  of the  Company  and its  subsidiaries,  no person  has any
          right, agreement or option, present or future,  contingent or absolute
          or any right  capable of becoming a rights,  agreement or option,  for
          the issue or allotment  of any  unissued  shares in the capital of the
          Company or any other  security  convertible  into or  exchangeable  or
          exercisable for any such shares or to require the Company to purchase,
          redeem or otherwise  acquire any of the issued and outstanding  common
          shares;

     (e)  there has not been any material  change in the assets,  liabilities or
          obligations  (absolute,  accrued,  contingent  or  otherwise)  of  the
          Company  or  any  of the  subsidiaries  that  has  not  been  publicly
          disclosed;



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<PAGE>


     (f)  there  has not  been  any  material  change  in the  capital  stock or
          long-term debt of the Company or any of the subsidiaries  that has not
          been publicly disclosed;

     (g)  there  has not been any  material  change  in the  business,  business
          prospects,  condition  (financial  or  otherwise)  or  results  of the
          operations of the Company or any of the subsidiaries that has not been
          publicly disclosed;

     (h)  the Company and each of the  subsidiaries  have carried on business in
          the ordinary course;

     (i)  the audited combined financial  statements for the year ended December
          31, 1998 and the  unaudited  financial  statement  for any  subsequent
          period in respect of which such  statements have been delivered by the
          Company to its  security  holders  prior to the Closing  Date  present
          fairly the financial condition of the Company and its subsidiaries for
          the period then ended;

     (j)  the Company has complied and will come fully with the  requirements of
          all  applicable  corporate  and  securities  laws,  including  without
          limitation,  the 1933 Act in  relation to the issue and trading of its
          securities and in all matters relating to the Private Placement;

     (k)  neither  the  Company  nor any of its  subsidiaries  is in  breach  or
          violation  of or  default  under  (and no event  has  occurred  and is
          continuing  which  with the  giving of notice or lapse of time or both
          would constitute an event of default under), and neither the execution
          and  delivery by the  Company of this  Agreement  or the  Subscription
          Agreements,  nor the  consummation  of the  transactions  contemplated
          hereby  or  thereby  nor the due  observance  and  performance  by the
          Company of its covenants or in breach or violation of, or  constitutes
          or will  constitute  a default  (or any event which with the giving of
          notice or lapse of time or both would  constitute an event of default)
          under,  any of the terms or  provisions  of the  constating  documents
          resolutions of the directors or  shareholders of the Company or any of
          its  subsidiaries,  or any of the terms or provisions of any agreement
          or  instrument  of which the Company or any of its  subsidiaries  is a
          party or by which the Company or any of its  subsidiaries  is bound or
          to which any of their respective properties or assets are subject, the
          effect of any of which  breaches,  violations,  conflicts or defaults,
          singularly or in the aggregate,  might materially adversely affect the
          financial condition,  results of operations,  business or prospects of
          the Company and its  subsidiaries,  taken as a whole,  or would impair
          the ability of the Company to consummate the transactions contemplated
          hereby  or to  duly  observe  and  perform  any  of its  covenants  or
          obligations contained herein or in the Subscription Agreements;

     (l)  except as disclosed in Schedule "A" to this Agreement, the Company nor
          its subsidiaries is a party to any actions, suits or proceedings which
          could materially



                                                                              10
<PAGE>


          affect its business or financial condition, and no such actions, suits
          or proceeding have been threatened or, to the best of the knowledge of
          the Company are contemplated;

     (l)  this Agreement has been authorized by all necessary  corporate  action
          on the part of the Company; and

     (m)  the Company shall deliver to the Agent and the Subscriber on the first
          Closing Date a legal opinion in a form  satisfactory  to the Agent and
          the Company.

EXPENSES OF AGENT

22.  The Company will pay all of the expenses of the Private  Placement  and the
     Registration  Statement  and all the  expenses  reasonably  incurred by the
     Agent  in  connection  with  the  Private  Placement  and the  Registration
     Statement  including,  without  limitation,  the fees and  expenses  of the
     solicitors for the Agent.

23.  The Agent, may from time to time, render accounts for its expenses incurred
     in connection  with the Private  Placement to the Company for payment on or
     before the dates set out in such accounts.

24.  The  Company  authorizes  the Agent to deduct its  reasonable  expenses  in
     connection  with the  Private  Placement  from the  proceeds of the Private
     Placement,  including  expenses  for  which  an  account  has not yet  been
     rendered.

INDEMNITY

25.  The Company will  indemnify  the Agent,  its  affiliates  and its officers,
     directors,  employees and agents and save them harmless against all losses,
     claims, damages, or liabilities:

     (a)  existing  (or  alleged  to exist)  by  reason  of an untrue  statement
          contained in the  Registration  Statement,  Subscription  Agreement or
          other  written  or  oral  representation  made  by the  Company  to an
          investor  or  potential   investor  in  connection  with  the  Private
          Placement or by reason of the omission to state any fact  necessary to
          make  the  statement  not  misleading   (except  for  information  and
          statement referring solely to the Agent);

     (b)  arising directly or indirectly out of any order made by any regulatory
          authority based upon an allegation  that any such untrue  statement or
          omission exists (except  information and statement referring solely to
          the Agent),  that trading in or  distribution  of the Securities is to
          cease;



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<PAGE>


     (c)  resulting   from  the  Company's   failure  to  obtain  the  requisite
          regulatory  approval to the Private  Placement or to the  Registration
          Statement;

     (d)  resulting  form the breach by the  Company of any of the terms of this
          Agreement;

     (e)  resulting  from any  representation  or  warranty  made by the Company
          herein not being true or ceasing to be true;

     (f)  if the Company  fails to issue and deliver  the  certificates  for the
          Securities in the form and denominations  satisfactory to the agent at
          the time and place  required  by the Agent  with the  result  that the
          completion of a sale of the Common Shares does not take place; or

     (g)  if,  following the  completion of a sale of any of the  Securities,  a
          determination  is made by any  competent  authority  setting aside the
          sale, unless that  determination  arises out an act or omission of the
          Agent.

26.  If any  action or claim is  brought  against  the Agent in respect of which
     indemnity may be sought from the Company  pursuant to this  Agreement,  the
     Agent will promptly notify the Company in writing.

27.  The Company will assume the defence of the action or claim,  including  the
     employment of counsel and the payment of all expenses.

28.  The Agent will have the right to employ separate  counsel,  and the Company
     will pay the fees and expenses of such counsel.

NOTICE

29.  Any  notice  under  this  Agreement  will be given in  writing  and must be
     delivered,  sent by telex, telegram or telecopier or mailed by prepaid post
     and  addressed  to the party to which  notice is to be given at the address
     indicated  above,  or an  another  address  designated  by either  party in
     writing.

30.  If notice is sent by telex, telegram or telecopier or is delivered, it will
     be deemed to have been given at the time of transmission or delivery.

31.  If notice is  mailed,  it will be  deemed  to have been  received  48 hours
     following the date of mailing of the notice.

TIME

32.  Time is of the essence of this Agreement.



                                                                              12
<PAGE>


SURVIVAL OF REPRESENTATIONS AND WARRANTIES

33.  The representations,  warranties, covenants of the Company contained n this
     Agreement  will  survive  the  closing  of the  purchase  and  sale  of the
     Securities.

ENUREMENT

34.  This  Agreement  enures to the  benefit of and is binding on the parties to
     this Agreement and their successors and permitted assigns.

HEADINGS

35.  The headings in this Agreement are for convenience or reference only and do
     not affect the interpretation of this Agreement.

COUNTERPARTS

36.  This Agreement may be executed in two or more  counterparts,  each of which
     will be deemed  to be an  original  and all of which  will  constitute  one
     agreement, effective as of the reference dated given above.

GOVERNING LAW

37.  This Agreement shall be construed with, and the rights of the parties shall
     be  governed  by,  the laws of the  Province  of  Ontario,  and each of the
     parties irrevocably attorns to the jurisdictions of the court of Ontario.


This document was executed and delivered as of the date given above.

THE NEPTUNE SOCIETY, INC.

Per: /s/ Suzanne L. Wood
     -------------------------------------------
     Suzanne Wood, President and Director

STANDARD SECURITIES CAPITAL CORPORATION

Per: /s/ [Illegible]
     -------------------------------------------
     Authorized Signatory





                                                                              13

<PAGE>



                                   Schedule A
             Agency Agreement between The Neptune Society, Inc. and
       Standard Securities Capital Corp. dated for reference July 22, 1999



                    Listing of Actions, Suits or Proceedings


Actions/Claims

Case No.  BC201045  Filed  November 19, 1998 between Karen  Vogtpowell and Kenna
Figueroa  v.  Neptune-Los  Angeles,   Ltd.,  Neptune-San  Pedro  Ltd.,  Heritage
Alternatives, Ltd. Emanuel Weintraub

Case No.  BC202774  File  December  22, 1998 between  Neptune  Society of Orange
County,  Neptune  Society of Fresno,  Neptune  Society of Central  California v.
Neptune Management Corporation, A California Corporation; Neptune Society of Los
Angeles, Ltd., A California Ltd. Partnership, Emanuel Weintraub, Larry Miller

Case No.  233025-R4  File  January 23,  1997  between The People of the State of
California  v. Neptune  Society of Los  Angeles,  Ltd.,  Neptune  Society of Los
Angeles, San Pedro, Neptune Society of Los Angeles,  Burbank, Neptune Society of
Santa Barbara,  Heritage  Crematorium,  Heritage  Alternatives,  Inc. and Does 1
through 10 inclusive


Pending Actions/Claims

Neptune  Society of Los Angeles - Joreen Long  claimant,  Gaylord Long decedent,
DOD June 15, 1999, Insurer: Evanston Insurance