EXHIBIT 10.1


                                    EXHIBIT A

                            The Neptune Society, Inc.

                            1999 STOCK INCENTIVE PLAN

     1.   Purpose. The purpose of this 1999 Stock Incentive Plan (the "Plan") is
to enable The Neptune Society,  Inc., a Florida corporation (the "Company"),  to
attract  and  retain  the  services  of (a)  selected  employees,  officers  and
directors  of the  Company or of any  parent or  subsidiary  corporation  of the
Company,  and  (b)  selected  nonemployee  agents,  consultants,   advisers  and
independent  contractors  of the  Company  or any  parent or  subsidiary  of the
Company.

     2.   Shares  Subject to the Plan.  Subject to adjustment as provided  below
and in paragraph 8, up to 1,800,000  (one-million-eight-hundred-thousand) shares
of common stock of the Company (the "Shares")  shall be offered and issued under
the  Plan.  If an  option  granted  under  the Plan  expires,  terminates  or is
canceled,  the unissued  Shares  subject to such option shall again be available
under  the  Plan.  If  Shares  sold or  awarded  as a bonus  under  the Plan are
forfeited to the Company or  repurchased  by the  Company,  the number of Shares
forfeited or repurchased shall again be available under the Plan.

     3.   Effective Date and Duration of Plan.

          (a) Effective  Date.  The Plan shall become  effective when adopted by
the Board of  Directors  of the Company  (the  "Board"),  unless a later date is
specified by the Board.  However,  no option granted under the Plan shall become
exercisable until the Plan is approved by the affirmative vote of the holders of
a majority of the outstanding  voting capital shares of the Company  represented
at a  shareholder  meeting at which a quorum is present,  and any such grants of
options  under  the Plan  prior to such  approval  shall be  conditioned  on and
subject to such approval. Subject to this limitation, options to purchase Shares
may be  granted  and  Shares may be awarded as bonuses or sold under the Plan at
any time after the effective date and before termination of the Plan.

          (b) Duration. No options may be granted pursuant to paragraph 6 of the
Plan on or after May 31, 2009. However,  the Plan shall continue in effect until
all  Shares  available  for  issuance  under the Plan have been  issued  and all
restrictions on such Shares have lapsed.  The Board may suspend or terminate the
Plan at any  time,  except  with  respect  to  options  and  Shares  subject  to
restrictions  then outstanding  under the Plan. The  Administrator  may amend or
terminate  this  Plan or  modify  or amend  options  granted  under  this  Plan,
including, without limitation, such modifications or amendments as are necessary
to  maintain  compliance  with  applicable   statutes,   rules  or  regulations.
Termination of the Plan shall not affect any outstanding  options,  any right of
the Company or its shareholders to repurchase  Shares or the  forfeitability  of
options granted or Shares issued under the Plan.

     4.   Administration.

          (a) The  Plan  shall  be  administered  by a plan  administrator  (the
"Administrator")  that shall be the Board or a committee  appointed by the Board
(the "Committee").  The Administrator shall determine and designate from time to
time the  individuals to whom grants of options shall be made, the amount of the
grants,  and the other  terms and  conditions  of the  grants;  and may amend or
terminate  this  Plan or  modify  or amend  options  granted  under  this  Plan,
including, without limitation, such modifications or amendments as are necessary
to  maintain  compliance  with  applicable  statutes,  rules or  regulations  as
provided in paragraphs 3 and 11, subject to regulatory approval, if required. At
any time when the officers  and  directors of the Company are subject to Section
16(b) of the United States Securities Exchange Act of 1934 (the "Exchange Act"),
the Committee shall consist solely of  "Non-employee"  directors as such term is
defined from time to time in Rule 16b-3 under the Exchange Act. In addition,  at
any time when the officers  and  directors of the Company are subject to Section
16(b) of the  Exchange  Act,  no member of the  Committee  shall be  eligible to
receive any grant under the Plan while such person serves as a Committee member.


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          (b) Subject to the provisions of the Plan, and to regulatory approval,
if required,  the  Administrator may from time to time adopt and amend rules and
regulations  relating to  administration  of the Plan,  accelerate  any exercise
date,  waive or  modify  any  restriction  applicable  to Shares  (except  those
restrictions  imposed by law) and make all other  determinations in the judgment
of the Administrator  necessary or desirable for the administration of the Plan.
The  interpretation  and  construction of the provisions of the Plan and related
agreements by the Administrator shall be final and conclusive. The Administrator
may correct any defect or supply any omission or reconcile any  inconsistency in
the Plan or in any  related  agreement  in the manner and to the extent it shall
deem expedient to carry the Plan into effect, and it shall be the sole and final
judge of such expediency.

     5.   Types of Grants -  Eligibility.  The  Administrator  may, from time to
time,  take the following  actions  under the Plan:  (i) grant  Incentive  Stock
Options, as defined in Section 422 of the United States Internal Revenue Code of
1986, as amended (the  "Code"),  as provided in paragraph 6 (b); and, (ii) grant
options other than Incentive  Stock Options  ("Nonqualified  Stock  Options") as
provided  in  paragraph  6(c).  Any  such  grants  may be made to  directors  or
employees  (including employees who are officers or directors) of the Company or
of any parent or subsidiary corporation of the Company, and to other individuals
described in paragraph 1 who the Administrator, in its sole discretion, believes
have made or will make an important contribution to the Company or its parent or
subsidiaries;  provided, however, that only employees of the Company or a parent
or  subsidiary  shall be eligible to receive  Incentive  Stock Options under the
Plan.  The  Administrator  shall select the  individuals to whom grants shall be
made and shall specify the action taken with respect to each  individual to whom
a grant is made  under the Plan.  At the  discretion  of the  Administrator,  an
individual  may be given an election to  surrender a grant in exchange for a new
grant under the Plan.

     6.   Option Grants.

          (a) Grant.  Each option granted under the Plan shall be evidenced by a
stock option  agreement,  in  substantially  the same form as attached hereto as
Exhibit A. With respect to each option grant, the Administrator  shall determine
the number of Shares subject to the option,  the option price, the period of the
option,  and the time or times at which the option may be exercised  and whether
the option is an Incentive Stock Option or a Nonqualified Stock Option.

          (b) Incentive Stock Options. Incentive Stock Options granted under the
Plan shall be subject to the following terms and conditions:

               (i) No employee may be granted  Incentive Stock Options under the
          Plan such that the aggregate fair market value,  on the date of grant,
          of the  Shares  with  respect to which  Incentive  Stock  Options  are
          exercisable  for the first time by that  employee  during any calendar
          year under the Plan and under any other  Incentive  Stock  Option plan
          (within  the  meaning of Section 422 of the Code) of the Company or of
          any parent or subsidiary  corporation of the Company exceeds $100,000.
          Any portion of an option  which  exceeds the annual limit shall not be
          void but rather shall be a Nonqualified Stock Option.

               (ii) An Incentive  Stock Option may be granted  under the Plan to
          an  employee  possessing  more than 10 percent  of the total  combined
          voting  power of all classes of shares of the Company or of any parent
          or subsidiary  corporation  of the Company only if the option price is
          at least  110  percent  of the fair  market  value,  as  described  in
          paragraph 6 (b) (iv), of the Shares  subject to the option on the date
          it is  granted,  and the option by its terms is not  exercisable  more
          than five years from the date of grant.



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               (iii) Subject to paragraphs  6(b) (ii) and 6(e),  Incentive Stock
          Options granted under the Plan shall continue in effect for the period
          fixed by the  Administrator,  except that no  Incentive  Stock  Option
          shall be exercisable more than 10 years from the date of grant.

               (iv) The  option  price  per  Share  shall be  determined  by the
          Administrator  at the time of grant.  Subject to paragraph  6(b) (ii),
          the option price shall not be less than 100 percent of the fair market
          value of the Shares covered by the Incentive  Stock Option at the date
          the option is granted. For purposes of the Plan, the fair market value
          of the Shares shall be  determined by the Plan  Administrator  in good
          faith.

               (v) The  Administrator may at any time without the consent of the
          optionee  convert an Incentive Stock Option into a Nonqualified  Stock
          Option.

          (c) Nonqualified  Stock Options.  Nonqualified  Stock Options shall be
subject to the following additional terms and conditions:

               (i) The option  price for  Nonqualified  Stock  Options  shall be
          determined  by the  Administrator  at the time of grant and may be any
          amount that the Administrator shall specify.  The option price may not
          be less than 75 percent of the fair market value of the Shares covered
          by the Nonqualified Stock Option on the date of grant. The fair market
          value of the Shares  covered by a  Nonqualified  Stock Option shall be
          determined pursuant to paragraph 6(b)(iv).

               (ii)  Nonqualified  Stock  Options  granted  under the Plan shall
          continue in effect for the period fixed by the Administrator.

          (d) Exercise of Options.  Except as provided in  paragraph  6(f) or as
determined  by the  Administrator,  no  option  granted  under  the  Plan may be
exercised  unless at the time of such exercise the optionee is employed by or in
the  service  of the  Company  or any parent or  subsidiary  corporation  of the
Company  and  shall  have  been  so  employed  or  have  provided  such  service
continuously   since  the  date  such  option  was  granted.   With  respect  to
Nonqualified  Stock  Options,  absence  on leave or on  account  of  illness  or
disability under rules established by the Administrator  shall not, however,  be
deemed an interruption of employment for purposes of the Plan.  Unless otherwise
determined by the Administrator, vesting of options shall not continue during an
absence on leave (including an extended illness) or on account of disability. At
such time as the officers and directors of the Company become subject to Section
16(b) of the Exchange  Act, no option may be exercised by an officer or director
of the  Company  within six months of the date of grant.  Except as  provided in
paragraphs  6(f), 8 and 9, options  granted under the Plan may be exercised from
time to time over the period  stated in each option in such  amounts and at such
times as shall be prescribed by the  Administrator,  provided that options shall
not be exercised for fractional shares.

          (e) Nontransferability. Options granted under this Plan and the rights
and privileges conferred by this Plan may not be transferred,  assigned, pledged
or hypothecated  in any manner (whether by operation of law or otherwise)  other
than by will, by applicable  laws of descent and  distribution or (except in the
case of an Incentive Stock Option)  pursuant to a qualified  domestic  relations
order,  and shall not be subject to execution,  attachment  or similar  process;
provided  however,  that any stock option agreement may provide or be amended to
provide that a  Nonqualified  Stock  Option to which it relates is  transferable
without payment of  consideration to immediate family members of the optionee or
to  trusts  or  partnerships  established  exclusively  for the  benefit  of the
optionee  and the  optionee's  immediate  family  members.  Upon any  attempt to
transfer,  assign, pledge,  hypothecate or otherwise dispose of any option or of
any right or privilege conferred by this Plan contrary to the provisions hereof,
or upon the sale,  levy or any attachment or similar process upon the rights and
privileges  conferred by this Plan,  such option shall  thereupon  terminate and
become null and void.



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<PAGE>

          (f) Termination of Employment or Service.  Unless  otherwise set forth
in the optionee's stock option agreement:

               (i) In the event the employment or service of the optionee by the
          Company  or  a  parent  or  subsidiary   corporation  of  the  Company
          terminates  for any  reason  other  than  because  of death,  physical
          disability,  cause or  voluntary  termination  not  related  to normal
          retirement,  the  option  may be  exercised  at any time  prior to the
          expiration  date of the option or the expiration of three months after
          the date of such  termination,  whichever is the shorter  period,  but
          only if and to the extent the  optionee  was  entitled to exercise the
          option at the date of such termination.

               (ii) In the event of the termination of the optionee's employment
          or service with the Company or a parent or subsidiary  corporation  of
          the Company because the optionee  becomes disabled (within the meaning
          of Section  22(e)(3) of the Code),  the option may be exercised at any
          time prior to the  expiration  date of the option or the expiration of
          one year after the date of such termination,  whichever is the shorter
          period,  but only if and to the extent the  optionee  was  entitled to
          exercise the option at the date of such termination.

               (iii) In the event of the death of an optionee  while employed by
          or  providing  services  to the  Company  or a  parent  or  subsidiary
          corporation  of the  Company,  the option may be exercised at any time
          prior to the  expiration  date of the option or the  expiration of one
          year after the date of such death,  whichever  is the shorter  period,
          but only if and to the extent the  optionee  was  entitled to exercise
          the option on the date of death,  and only by the person or persons to
          whom  such  optionee's  rights  under  the  option  shall  pass by the
          optionee's  will or by the laws of  descent  and  distribution  of the
          optionee's state of domicile at the time of death.

               (iv) In the event of termination of the optionee's  employment or
          service with the Company or a parent or subsidiary  corporation of the
          Company  for  cause  (as  determined  in the  sole  discretion  of the
          Administrator and defined in the optionee's stock option agreement) or
          because of voluntary termination not related to normal retirement, the
          option expires on the date of such termination.

               (v) The  Administrator,  at the  time  of  grant  or at any  time
          thereafter, may extend the three-month and one-year expiration periods
          any length of time not later than the original  expiration date of the
          option, and may increase the portion of an option that is exercisable,
          subject  to  such  terms  and  conditions  as  the  Administrator  may
          determine.

               (vi) To the extent that the option of any deceased optionee or of
          any optionee whose  employment or service  terminates is not exercised
          within the applicable  period,  all further rights to purchase  Shares
          pursuant to such option shall cease and terminate.

          (g) Purchase of Shares. Unless the Administrator determines otherwise,
Shares may be acquired pursuant to an option only upon receipt by the Company of
notice in writing  from the  optionee of the  optionee's  intention to exercise,
specifying the number of Shares as to which the optionee desires to exercise the
option,  and, if required to comply  with the United  States  Securities  Act of
1933,  as  amended,  or state  securities  laws,  the  notice  shall  include  a
representation that it is the optionee's present intention to acquire the Shares
for  investment  and  not  with  a  view  to   distribution.   The  certificates
representing  the Shares shall bear any legends  required by the  Administrator.
Unless the Administrator  determines otherwise,  on or before the date specified
for  completion  of the purchase of Shares  pursuant to an option,  the optionee
must have  paid the  Company  the full  purchase  price of such  Shares in cash.
Unless the Administrator determines otherwise, all payments made to the



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Company in connection with the exercise of an option must be made by a certified
or cashier's bank check or by the transfer of immediately  available  funds.  No
Shares shall be issued until full payment  therefor has been made. Each optionee
who has exercised an option shall  immediately  upon  notification of the amount
due,  if any,  pay to the  Company in cash  amounts  necessary  to  satisfy  any
applicable federal, state and local tax withholding requirements.  If additional
withholding is or becomes  required beyond any amount  deposited before delivery
of the  certificates,  the  optionee  shall pay such  amount to the  Company  on
demand.  If the optionee  fails to pay the amount  demanded,  the Company or any
parent or  subsidiary  corporation  of the Company may withhold that amount from
other amounts payable to the optionee by the Company or the parent or subsidiary
corporation, including salary, subject to applicable law.

     7.   Additional Provisions.

          (a) The Administrator may include in a stock option agreement relating
to  benefits  under  the  Plan  such  additional  terms  and  provisions  as the
Administrator shall, in its discretion, see fit to include,  including,  without
limitation,  restriction on transfer of the Shares or conditions under which the
Company shall or may repurchase the Shares.

          (b) Lock-Up  Agreement.  If a Qualified  Public  Offering  (as defined
below) of the common stock of the Company shall be proposed,  each  recipient of
options or Shares,  at the request of a managing  underwriter  of such Qualified
Public Offering,  enter into any agreement (a "Lock-Up  Agreement")  proposed by
such managing  underwriter  not to transfer such holder's  Shares,  any right to
acquire  any  Shares  of  the  Company  or  any  securities  exercisable  for or
convertible  into Shares for a period not exceeding six months after the closing
date of such  Qualified  Public  Offering.  Whether  or not a  Qualified  Public
Offering shall have been proposed,  the Company may delay,  and may instruct its
transfer agent to delay,  the delivery of any  certificate or  certificates  for
Shares  until the Company  shall have  received a written  undertaking  from the
recipient that such  recipient  will enter into any Lock-Up  Agreement as may be
requested by a managing underwriter of a proposed Qualified Public Offering.

     A "Qualified Public Offering" is defined as an underwritten public offering
of the Company's  common stock pursuant to an effective  registration  statement
under the United States  Securities Act of 1933, as amended,  covering the offer
and sale of common stock for cash for the account of the Company to the public.

     8.   Changes in Capital  Structure.  If the shares outstanding common stock
of the Company are hereafter increased or decreased or changed into or exchanged
for a different  number or kind of shares or other  securities of the Company or
of  another  corporation  by reason of any  recapitalization,  reclassification,
share  split,   combination  of  shares  or  dividend  payable  in  shares,  the
Administrator  shall  make  appropriate  adjustments  in the  number and kind of
Shares as to which  outstanding  options or portions  thereof then  unexercised,
shall be exercisable,  so that the participant's  proportionate  interest before
and  after  the  occurrence  of the  event is  maintained,  provided  that  this
paragraph  8 shall  not  apply  with  respect  to  transactions  referred  to in
paragraph 9. The  Administrator  may also require that any securities  issued in
respect  of or  exchanged  for  Shares  issued  hereunder  that are  subject  to
restrictions be subject to similar restrictions.  Notwithstanding the foregoing,
the  Administrator  shall have no obligation to effect any adjustment that would
or might result in the issuance of fractional  shares, and any fractional shares
resulting  from any  adjustment may be disregarded or provided for in any manner
determined by the  Administrator.  Any such adjustment made by the Administrator
shall be conclusive,  and shall bind holders of  outstanding  options and Shares
under the Plan.

     9.   Effect of Reorganization or Liquidation.

         (a) Cash,  Shares or Other Property for Shares.  Except as provided in
paragraph 9(b), upon a merger, consolidation,  reorganization,  plan of exchange
or liquidation  involving the Company,  as a result of which the shareholders of
the Company receive cash, shares or other property in exchange for or in



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<PAGE>

connection  with their common stock (any such  transaction  to be referred to in
this paragraph 9 as an "Event"),  any option granted  hereunder shall terminate.
At such time as the officers  and  directors  of the Company  become  subject to
Section  16(b) of the  Exchange  Act,  with  respect to an option  granted to an
officer or director  less than six months  prior to any Event,  such  officer or
director  shall have the right to require the  Company to  purchase  such vested
option at a purchase price computed pursuant to paragraph 9(c) during the 30-day
period  following the expiration of six months following the date of such grant,
and this right shall apply even if the option has otherwise  terminated pursuant
to paragraph 6(f) following such Event.

          (b) Shares for Shares.  If the  shareholders  of the  Company  receive
capital shares of another corporation  ("Exchange Shares") in exchange for their
shares of common  stock in any  transaction  involving a merger,  consolidation,
reorganization,  or plan of exchange,  all options  granted  hereunder  shall be
converted into options to purchase Exchange Shares, unless the Administrator, in
its sole discretion,  determines that any or all such options granted  hereunder
shall not be  converted,  but instead  shall  terminate in  accordance  with the
provisions of paragraph 9(a). The amount and price of converted options shall be
determined by adjusting the amount and price of the options granted hereunder to
take into account the relative  values of the Exchange  Shares and the shares of
common stock in the transaction.

          (c) Purchase Price. With respect to an option granted to an officer or
director who is subject to the  provisions  of Section 16(b) of the Exchange Act
less than six months prior to an Event,  the purchase price payable  pursuant to
paragraph 9(a) shall be computed as follows:

               (i) With respect to a  Nonqualified  Stock  Option,  the purchase
          price shall be the product of (A) the excess, if any, of the higher of
          (1) the  purchase  price paid for each Share in the Event,  or (2) the
          highest fair market value of a Share (determined pursuant to paragraph
          6(b)  (iv))  during  the  30-day  period  ending  on the day the Event
          occurs, over the option price, and (B) the number of Shares covered by
          the option.

               (ii) With  respect to an  Incentive  Stock  Option,  the purchase
          price  shall be the  product of (A) the  excess,  if any,  of the fair
          market value of each Share (determined pursuant to paragraph 6(b)(iv))
          on the date of exercise over the option  price,  and (B) the number of
          Shares covered by the option.

               (iii) No option may be exercised in  connection  with an Event if
          the purchase price determined under this paragraph 9(c) is negative.

               (d)  The  rights  set  forth  in  this   paragraph   9  shall  be
transferable only to the extent the related option is transferable.

     10.  Corporate Mergers, Acquisitions, Etc. The Administrator may also grant
options under the Plan having terms,  conditions and  provisions  that vary from
those  specified  in the Plan;  provided  that any such  grants  are  granted in
substitution  for, or in connection with the assumption of, existing options and
rights to  acquire or  purchase  shares by another  corporation  and  assumed or
otherwise agreed to be provided for by the Company pursuant to or by reason of a
transaction involving a corporate merger, consolidation, acquisition of property
or shares,  separation,  reorganization or liquidation to which the Company or a
parent or subsidiary corporation of the Company is a party.

     11.  Amendment of Plan. The Administrator may at any time, and from time to
time,  modify  or amend the Plan in such  respects  as it shall  deem  advisable
because  of  changes  in the law  while  the Plan is in  effect or for any other
reason.  Except as provided in paragraphs 6 (b) (v), 8 and 9, however, no change
in an option  already  granted shall be made without the written  consent of the
holder of such option.



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     12.  Approvals.  The  obligations of the Company under the Plan are subject
to the  approval  of  regulatory  agencies,  state and  federal  authorities  or
agencies with jurisdiction in the matter.  The Company shall not be obligated to
issue or  deliver  Shares  under the Plan if such  issuance  or  delivery  would
violate  applicable state or federal securities laws, or if compliance with such
laws would, in the opinion of the Administrator, be unduly burdensome or require
the  disclosure  of  information  which  would  not  be in  the  Company's  best
interests.

     13.  Employment  and  Service  Rights.  Nothing  in the  Plan or any  award
pursuant  to the Plan  shall  (i)  confer  upon  any  employee  any  right to be
continued  in  the  employment  of  the  Company  or any  parent  or  subsidiary
corporation  of the Company or shall  interfere in any way with the right of the
Company  or any parent or  subsidiary  corporation  of the  Company by whom such
employee is employed to terminate  such  employee's  employment at any time, for
any reason,  with or without cause,  or to increase or decrease such  employee's
compensation or benefits;  or (ii) confer upon any person engaged by the Company
or any parent or subsidiary  corporation of the Company any right to be retained
or employed by the Company or the parent or subsidiary  or to the  continuation,
extension,   renewal,  or  modification  of  any  compensation,   contract,   or
arrangement with or by the Company or the parent or subsidiary.

     14.  Rights as a  Shareholder.  The  recipient  of any award under the Plan
shall have no rights as a shareholder  with respect to any Shares until the date
of issue to the  recipient of a share  certificate  for such  Shares.  Except as
otherwise  expressly  provided  in the  Plan,  no  adjustment  shall be made for
dividends  or other  rights for which the record  date is prior to the date such
share certificate is issued.


     Approved by the Board of Directors of the Company on June 1, 1999.






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