EXHIBIT 10.20


                                                                       Exhibit A
                             SUBSCRIPTION AGREEMENT

                            THE NEPTUNE SOCIETY, INC.
                                  COMMON SHARES


The undersigned  purchaser  ("Purchaser") hereby irrevocably  subscribes for and
agrees to  purchase  the number of common  shares (the  "Common  Shares") of The
Neptune  Society,  Inc.,  a Florida  corporation  ("Company"),  indicated on the
signature page hereto in consideration  of US$____ per share ("Purchase  Price")
at the closings of the transactions contemplated hereby ("Transaction").

The execution by the  Purchaser of this  Subscription  Agreement  ("Subscription
Agreement")  will  constitute  an  offer  by the  Purchaser  to the  Company  to
subscribe  for the Common  Shares.  The Company's  acceptance of such offer,  as
evidenced by the signature of its authorized  officer below,  will constitute an
agreement  between the  Purchaser  and the Company for the Purchaser to purchase
from the Company,  and for the Company to issue and sell to the  Purchaser,  the
Common Shares upon the terms and conditions contained herein.

In connection with such  subscription.  Purchaser hereby agrees,  represents and
warrants as follows:

1.   Agreement to Purchase; Calculation of Number of Common Shares.

     1.1  Subscription to Purchase.

     Purchaser hereby  subscribes for and purchases that number of Common Shares
set forth on the signature page hereto, at the times set forth therein, pursuant
to the terms of this Subscription Agreement.

     Simultaneously  with the  execution  of this  Subscription  Agreement,  the
Purchaser  shall pay to the Company the Purchase  Price for the number of Common
Shares  subscribed for in "Payment 1" by check payable to "The Neptune  Society,
Inc."  which shall be applied to payment for the Common  Shares  subscribed  for
herein.  Thereafter,  the Purchaser  shall pay to the Company the Purchase Price
for the Common Shares  subscribed for in each  succeeding  tranche no later than
two days after the Company  provides the Purchaser  notice of a Closing (as that
term is defined herein).

     The  Company may accept or reject any  subscription  in whole or in part or
may elect to allot to any  prospective  investor  less than the number of Common
Shares applied for by such investor.

     1.2  Reset Rights Adjustments

     The number of shares  purchased  pursuant  to this  Subscription  Agreement
shall be subject to reset rights.  The Company agrees to issue additional shares
to the Purchaser  based an adjustment to the Purchase  Price (" Reset Price") in
accordance with the formula set forth below:

<TABLE>

<S>                                                                 <C>
Number of Common Shares Purchased x [($_____ x 125%)-Reset Price] = Total Reset Shares
----------------------------------------------------------------
                       Reset Price

</TABLE>



                                      -1-
<PAGE>


For the purposes of calculating the Total Reset Shares, the Reset Price shall be
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 of the  Company's
resale  registration  statement (as provided for in Section 3 below), but in any
event will not be less than US$3.00 per common share.  If the Total Reset Shares
as  calculated  using the above  formula is  negative,  it shall be deemed to be
zero.

2.   Delivery of Common Shares.

     Payment of the purchase price for the Common Shares  purchased  hereby will
take place in three  tranches.  Subject to such  earlier or later date as may be
agreed to between the Company and the Purchaser, "Payment 1" must be made to the
Agent no later  than  ______________;  "Payment  2" must be made to the Agent no
later than  ____________,  1999;  and  "Payment  3" must be made to the Agent no
later than ____________, 2000.

     Upon receipt of each payment, the Company shall deliver to each Purchaser a
certificate (or certificates,  if requested in writing by Purchaser representing
the number of Common Shares purchased,  registered in the name of the Purchaser.
The  Company  and the  Purchaser  also  hereby  agree to execute  and deliver at
Closing such other documents as may be necessary or appropriate.

3.   Resale Registration.

     The  Purchaser  and the  Company  undertake  and  agree  to the  terms  and
conditions of the Registration  Rights Agreement related to the Common Shares as
set forth on Schedule 1 attached to this Subscription Agreement.

4.   Information Concerning the Company.

     Purchaser acknowledges that he, she or it has received all such information
as  Purchaser  deems  necessary  and  appropriate  to enable  him,  her or it to
evaluate  the  financial  risk  inherent in making an  investment  in the Common
Shares and Reset  Shares,  if any,  including  but not limited to the  Company's
Confidential  Offering  Memorandum,  and the documents  and  materials  included
therewith   ("Disclosure   Documents").   Purchaser  further  acknowledges  that
Purchaser has received  satisfactory  and complete  information  concerning  the
business and financial  condition of the Company in response to all inquiries in
respect thereof.

5.   Economic Risk and Suitability.

     Purchaser represents and warrants as follows:

     (a)  Purchaser realizes that Purchaser's  purchase of the Common Shares and
          Reset  Shares,  if any,  involves a high  degree of risk and will be a
          speculative  investment,  and  that  he,  she or it is  able,  without
          impairing Purchaser's  financial condition,  to hold the Common Shares
          and Reset Shares, if any, for an indefinite period of time.

     (b)  Purchaser  recognizes that there is no assurance of future  profitable
          operations  and that  investment in the Company  involves  substantial
          risks, and that the Purchaser has taken full



                                      -2-
<PAGE>


          cognizance of and  understands all of the risks factors related to the
          purchase of the Common Shares and Reset Shares, if any.

     (c)  Purchaser has carefully  considered  and has, to the extent  Purchaser
          believes  such  discussion   necessary,   discussed  with  Purchaser's
          professional  legal, tax and financial  advisors the suitability of an
          investment  in the  Company  for  the  particular  tax  and  financial
          situation of Purchaser and that Purchaser and/or Purchaser's  advisors
          have determined  that the Common Shares and the Reset Shares,  if any,
          are a suitable investment for Purchaser.

     (d)  The financial  condition and investment of Purchaser are such that he,
          she or it is in a financial position to hold the Common Shares and the
          Reset Shares, if any, for an indefinite period of time and to bear the
          economic  risk of,  and  withstand  a complete  loss of, the  Purchase
          Price.

     (e)  Purchaser alone, or with the assistance of professional  advisors, has
          such knowledge and  experience in financial and business  matters that
          the  undersigned  is  capable  of  evaluating  the merits and risks of
          Purchaser's  purchase of the Common  Shares and the Reset  Shares,  if
          any, or has a pre-existing  personal or business relationship with the
          Company or any of its officers, directors, or controlling persons of a
          duration  and nature that enables the  undersigned  to be aware of the
          character,   business  acumen  and  general   business  and  financial
          circumstances of the Company or such other person.

     (f)  Purchaser has carefully read the Disclosure  Documents and the Company
          has  made   available  to  Purchaser  or   Purchaser's   advisors  all
          information   and  documents   requested  by  Purchaser   relating  to
          investment  in  the  Common  Shares,   and  has  provided  answers  to
          Purchaser's  satisfaction to all of Purchaser's  questions  concerning
          the Company and the Offering.

     (g)  Purchaser has relied solely upon the Disclosure  Documents,  advice of
          his or her  representatives,  if any, and  independent  investigations
          made by the Purchaser and/or his or her purchaser representatives,  if
          any, in making the decision to purchase the Common  Shares  subscribed
          for herein and  acknowledges  that no  representations  or  agreements
          other than those set forth in the Disclosure  Documents have been made
          to the Purchaser in respect thereto.

     (h)  All information which the Purchaser has provided concerning  Purchaser
          himself,  herself or itself is correct and complete as of the date set
          forth  below,  and if there  should  be any  material  change  in such
          information  prior  to the  acceptance  of this  subscription  for the
          Common Shares, he, she or it will immediately provide such information
          to the Company.

     (i)  Purchaser confirms that Purchaser has received no general solicitation
          or general advertisement and has attended no seminar or meeting (whose
          attendees  have been  invited by any general  solicitation  or general
          advertisement)  and has received no  advertisement  in any  newspaper,
          magazine, or similar media, broadcast on television or radio regarding
          the offering of the Common Shares.

     (j)  Purchaser  is at  least 21 years  of age and  resides  at the  address
          indicated below.



                                      -3-

<PAGE>


6.       Restricted Securities.

     Purchaser  acknowledges  that the Company has hereby disclosed to Purchaser
in writing:

     (a)  The  Common  Shares  and the  Reset  Shares,  if any,  have  not  been
          registered  under the  Securities  Act of 1933,  as amended (the "1933
          Act"), or the securities  laws of any state of the United States,  and
          such securities must be held indefinitely unless a transfer of them is
          subsequently  registered  under the 1933 Act, or such  securities  are
          sold  pursuant  to  Regulation  S under the 1933 Act or pursuant to an
          exemption from registration under the 1933 Act; and

     (b)  The Company will make a notation in its records of the above-described
          restrictions on transfer and of the legend described below.

7.   Legend.

     Purchaser  agrees  that all of the  certificates  representing  the  Common
Shares and the Reset Shares,  if any,  shall have  endorsed  thereon a legend in
substantially the following form:

     THESE  COMMON  SHARES  HAVE NOT BEEN  REGISTERED  UNDER THE  UNITED  STATES
     SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES  LAWS
     OF ANY STATE OF THE UNITED  STATES AND MAY BE  OFFERED,  SOLD OR  OTHERWISE
     TRANSFERRED  ONLY (I) TO THE  COMPANY,  (II)  OUTSIDE THE UNITED  STATES IN
     COMPLIANCE  WITH RULE 904 OF  REGULATION  S UNDER  THE 1933  ACT,  (III) IN
     COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
     BY RULE 144 THEREUNDER,  OR (IV) IN COMPLIANCE WITH ANOTHER  EXEMPTION FROM
     REGISTRATION,  IN EACH CASE AFTER  PROVIDING  EVIDENCE  SATISFACTORY TO THE
     COMPANY THAT SUCH TRANSFER MAY BE MADE WITHOUT  REGISTRATION UNDER THE 1933
     ACT.

8.   Further Limitations on Disposition.

     Without in any way limiting its representations set forth above,  Purchaser
further  agrees  that it shall in no event  make any  disposition  of all or any
portion of the Common Shares or the Reset Shares unless:

     (a)  There is then in effect a  registration  statement  under the 1933 Act
          covering such proposed  disposition  and such  disposition  is made in
          accordance with said registration statement; or

     (b)  (i)  Purchaser  shall  have  notified  the  Company  of  the  proposed
          disposition  and shall have  furnished  the Company  with a reasonably
          detailed  statement  of the  circumstances  surrounding  the  proposed
          disposition;  (ii) Purchaser  shall have furnished the Company with an
          opinion of his or her counsel to the effect that such disposition will
          not require  registration  under the 1933 Act;  and (iii) such opinion
          shall be in form and  substance  reasonably  acceptable to counsel for
          the Company  and the  Company  shall have  advised  Purchaser  of such
          acceptance.




                                      -4-

<PAGE>


9.   Offering Limited to Qualified Investors.

     Purchaser hereby represents and warrants to the Company as follows:

     (a)  (i)       the  Purchaser  is not a  "U.S.  Person,"  as  such  term is
                    defined  by Rule  902 of  Regulation  S under  the Act  (the
                    definition  of which  includes,  but is not  limited  to, an
                    individual  resident  in the United  States and an estate or
                    trust of which any  executor  or  administrator  or trustee,
                    respectively,  is a  U.S.  Person  and  any  partnership  or
                    corporation  organized or incorporated under the laws of the
                    United States);

          (ii)      the  Purchaser  was outside the United States at the time of
                    execution and delivery of this Subscription Agreement;

          (iii)     no offers to sell the Common Shares or the Reset Shares,  if
                    any,  were  made by any  person to the  Purchaser  while the
                    Purchaser was in the United States;

          (iv)      the Common  Shares  and the Reset  Shares,  if any,  are not
                    being acquired,  directly or indirectly,  for the account or
                    benefit of a U.S. Person or a person in the United States;

          (v)       the Purchaser  agrees not to engage in hedging  transactions
                    with regard to the Common  Shares or the Reset  Shares prior
                    to the  expiration of the one-year  distribution  compliance
                    period set forth in Rule 903(b)(3) of Regulation S under the
                    1933 Act;  and (vi) the  Purchaser  acknowledges  and agrees
                    with the Company  that the Company  shall refuse to register
                    any  transfer of the Common  Shares or the Reset  Shares not
                    made in  accordance  with the  provisions  of  Regulation S,
                    pursuant to registration  under the 1933 Act, or pursuant to
                    an available exemption from registration under the 1933 Act;

          or,

     (b)  that the Purchaser  satisfies one or more of the categories  indicated
          below (please place an "X" on the appropriate lines):

               ____ Category 1. An organization  described in Section  501(c)(3)
                    of the United States Internal Revenue Code, a corporation, a
                    Massachusetts or similar business trust or partnership,  not
                    formed for the specific purpose of acquiring the Securities,
                    with total assets in excess of US$5,000,000;




                                      -5-

<PAGE>



               ____ Category 2. A natural person whose  individual net worth, or
                    joint  net  worth  with that  person's  spouse,  at the date
                    hereof exceeds US$1,000,000;

               ____ Category 3. A natural person who had an individual income in
                    excess of US$200,000 in each of the two most recent years or
                    joint  income  with  that  person's   spouse  in  excess  of
                    US$300,000  in  each of  those  years  and has a  reasonable
                    expectation of reaching the same income level in the current
                    year;

               ____ Category  4. A trust that (a) has total  assets in excess of
                    US$5,000,000, (b) was not formed for the specific purpose of
                    acquiring  the   Securities  and  (c)  is  directed  in  its
                    purchases of securities  by a person who has such  knowledge
                    and experience in financial and business matters that he/she
                    is  capable  of  evaluating  the  merits  and  risks  of  an
                    investment in the Common Shares and Reset Shares, if any;

               ____ Category  5. An  investment  company  registered  under  the
                    Investment  Company  Act of 1940 or a  business  development
                    company as defined in Section 2(a)(48) of that Act;

               ____ Category 6. A Small Business  Investment Company licensed by
                    the U.S. Small Business  Administration under Section 301(c)
                    or (d) of the Small Business Investment Act of 1958;

               ____ Category  7.  A  private  business  development  company  as
                    defined in Section  202(a)(22)  of the  Investment  Advisors
                    Acts of 1940; or

               ____ Category  8. An  entity in which  all of the  equity  owners
                    satisfy  the  requirements  of one or more of the  foregoing
                    categories.

10.  Understandings.

     Purchaser understands, acknowledges and agrees with the Company as follows:

     (a)  Except  as set  forth in  paragraph  1  above,  the  Purchaser  hereby
          acknowledges and agrees that the subscription hereunder is irrevocable
          by the undersigned,  that,  except as required by law, the undersigned
          is not  entitled  to cancel,  terminate  or revoke  this  Subscription
          Agreement or any agreements of the undersigned hereunder and that this
          Subscription  Agreement  and such other  agreements  shall survive the
          death or disability of the  undersigned  and shall be binding upon and
          inure to the  benefit  of the  parties  and  their  heirs,  executors,
          administrators,   successors,   legal  representatives  and  permitted
          assigns.  If the undersigned is more than one person,  the obligations
          of the  undersigned  hereunder  shall be  joint  and  several  and the
          agreements,  representations,  warranties and  acknowledgments  herein
          contained  shall be deemed to be made by and be binding upon each such
          person and his/her heirs, executors, administrators, successors, legal
          representatives and permitted assigns.




                                      -6-
<PAGE>


     (b)  No federal or state agency has made any finding or determination as to
          the  accuracy  or adequacy of the  Disclosure  Documents  or as to the
          fairness  of the  terms  of  this  offering  for  investment  nor  any
          recommendation  or  endorsement  of the  Common  Shares  or the  Reset
          Shares, if any.

     (c)  The  representations,  warranties  and  agreements of the  undersigned
          contained herein and in any other writing delivered in connection with
          the transactions  contemplated hereby shall be true and correct in all
          respects  on and as of the date of the sale of the  Common  Shares and
          the Reset Shares,  if any, as if made on and as of such date and shall
          survive the execution and delivery of this Subscription  Agreement and
          the purchase of the Common Shares.

     (d)  THE  COMMON  SHARES  AND  THE  RESET  SHARES,   IF  ANY,  MAY  NOT  BE
          TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER
          THE  1933  ACT AND  APPLICABLE  STATE  SECURITIES  LAWS,  PURSUANT  TO
          REGISTRATION OR EXEMPTION  THEREFROM.  PURCHASERS SHOULD BE AWARE THAT
          THEY WILL BE REQUIRED TO BEAR THE FINANCIAL  RISKS OF THIS  INVESTMENT
          FOR AN INDEFINITE PERIOD OF TIME.

11.  Miscellaneous.

     (a)  On or after the date of this Agreement,  each of the parties shall, at
          the request of the other, furnish,  execute and deliver such documents
          and  instruments  and take such other action as the  requesting  party
          shall  reasonably  require as  necessary or desirable to carry out the
          transactions  contemplated  herein.

     (b)  This Agreement,  including all matters of  construction,  validity and
          performance,  shall be  governed  by and  construed  and  enforced  in
          accordance  with the laws of the State of  Washington,  as  applied to
          contracts  made,  executed and to be fully  performed in such state by
          citizens of such state,  without  regard to its conflict of law rules.
          The parties hereto agree that the exclusive jurisdiction and venue for
          any action brought  between the parties under this Agreement  shall be
          the state and federal courts sitting in King County,  Washington,  and
          each of the parties  hereby agrees and submits itself to the exclusive
          jurisdiction and venue of such courts for such purpose.

     (c)  This Agreement  comprises the entire agreement between the parties. It
          may be  changed  only by  further  written  agreement,  signed by both
          parties.  It supersedes  and merges within it all prior  agreements or
          understandings  between  the  parties,  whether  written  or oral.  In
          interpreting or construing  this  Agreement,  the fact that one or the
          other of the parties may have drafted this  Agreement or any provision
          shall not be given any weight or relevance.

     (d)  This Agreement may be executed in counterparts,  each of which will be
          deemed  to be an  original  and  all  of  which  will  constitute  one
          agreement. A facsimile copy is deemed to be effective delivery of this
          Agreement.




                                      -7-
<PAGE>



Date: ____________________, 1999.



--------------------------                      $-------------------------------
Number of Common Shares purchased                Aggregate Purchase Price


<TABLE>

Payment Number               Number of Shares             Price Per Share               Purchase Price
--------------               ----------------             ---------------               --------------
<S>                          <C>                          <C>                            <C>
Payment 1                                                    $______

Payment 2                                                    $______

Payment 3                                                    $______

Totals

</TABLE>



--------------------------                      --------------------------------
Signature                                       Name - Typed or Printed


                                                --------------------------------
                                                Title (if applicable)



------------------------------------------------------------------------------
Subscriber's Address


--------------------------                      --------------------------------
Telephone Number                                Social Security Number, if any


Manner in Which Title is to be Held.  State precisely the name or names in which
the Common Shares and the Reset Shares, if any, are to be registered and whether
the Common Shares and the Reset Shares,  if any, are to be held as joint tenants
with right of survivorship, as tenants in common, individually or otherwise:

                  ---------------------------------------------

                  ---------------------------------------------



                                   ACCEPTANCE

     The  foregoing  Subscription  Agreement  and  the  consideration  reflected
therein are hereby accepted.





                                      -8-
<PAGE>



DATE: __________________________, 1999.


                                        THE NEPTUNE SOCIETY, INC.


                                        By -------------------------------------

                                        Its  -----------------------------------





                                      -9-