Exhibit 10.49
                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS AGREEMENT made to have effect the 1st of February, 2003.

BETWEEN:

     THE NEPTUNE SOCIETY,  INC. a Florida corporation having its offices at 4312
     Woodman Avenue, Third Floor, Sherman Oaks, CA 91423;

     (the "Company")

AND:

     GARY I.  HARRIS,  an  individual  having his  residence  at 1001 S. Flagler
     Drive, Apt #302, West Palm Beach, Florida, 33401-6522

     (the "Employee")

     WHEREAS, the Company wishes to obtain the services of the Employee, and the
Employee is willing to provide  his  service to the  Company  upon the terms and
conditions set forth in this Agreement.

     NOW THEREFORE,  in  consideration  of the premises and mutual covenants and
agreements  herein set forth, the parties hereto mutually  covenant and agree as
follows:

CONTRACT FOR SERVICES
---------------------

1. The Company  hereby engages the Employee to act as the National Sales Manager
of the Company.  The Employee shall perform all duties incident to such position
of National  Sales  Manager and other duties as may  reasonably be required from
time to time by the C.E.O., C.O.O. or President of the Company.

2. The  Employee  shall  provide the  services at the time and in the manner set
forth  herein.  The Employee  shall  perform his duties out of the Sherman Oaks,
California office of the Company, but the Company may, at its discretion, direct
that the duties be provided on occasion in other  locations.  The Employee shall
perform  his  duties as long as a  suitable  work  permit is in effect  from the
appropriate governing authorities.

VACATION
--------

3. Under this  Agreement,  the  Employee is entitled to two weeks  vacation  per
year.

FEES AND EXPENSES
-----------------

4.1 In  consideration  of the Employee  providing his services as National Sales
Manager, the Company shall pay to the Employee, a fee, plus applicable taxes (if
any), of US $75,000  annually.  Such  compensation  is to be paid  monthly.  The
Employee will also be paid an override of $10 on each Pre-Need


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Contract sold. During the term of this Agreement,  the Employee will be provided
with a vehicle  which is paid for and insured by the Company.  Upon signing this
Agreement,  the Company shall issue the Employee  30,000 shares of the Company's
Common Stock as a signing bonus.

The Company shall provide directly to the Employee,  at no cost, vehicle parking
at the office site and medical or health benefits. The Employee will be directly
responsible for all necessary  travel,  auto and any other expenses  incurred by
the  Employee  in  connection  with the  provision  of the  services  hereunder,
however,  expenses required to be paid by the Company for specifically  required
Company  work,  the  Employee  shall  furnish   statements  and  receipts  as  a
requirement for reimbursement.

     (a) Business and Travel  Expenses.  The Company  shall provide the Employee
with a monthly business and travel allowance of no less than $1,000. The Company
shall promptly reimburse the Employee for all business, travel and entertainment
expenses.

     (b) Entertainment  Expenses.  The Company shall provide the Employee with a
monthly business and travel allowance of no less than $1,000.

4.2 In  addition,  there will be a bonus paid on an annual basis of no less than
10% of the annual salary,  net of reimbursement and car expenses,  issued to the
Employee  upon  successful  performance  by the National  Sales Manager and upon
successful  completion  of the four  criteria  described in Appendix A, attached
hereto.  Each of the four  criteria  described  in  Appendix A accounts  for one
quarter of the total 10% bonus and the Employee  will be paid  accordingly.  The
total bonus  amount is to be paid to the  Employee by check or with the issuance
of common stock of the Company;  such payment to be  determined  annually by the
Board of Directors.

4.3 In addition,  the Company  agrees to grant to the  Employee,  subject to the
Company's  stock  option  plan,  30,000  stock  options of the  Company  with an
exercise price of $0.70 U.S. per share.  These options become exercisable at any
time commencing  after February 1, 2004. Any of these options that are exercised
will be replaced  by the  Company at an exercise  price of 10% below the current
market value at the time of grant.

4.4 Deferrals. It is agreed that the Employee will defer $2,000 per month of the
base  salary  until  August  31,  2003.  At such time,  the total  amount of the
deferred  compensation will be paid to the employee by cash or with the issuance
of common stock; such payment to be determined by the Board of Directors.

CONFIDENTIAL INFORMATION
------------------------

5. The Employee  shall well and  faithfully  provide the service to the Company,
and use his best efforts to promote the interest  thereof and shall not disclose
(either during the term of this Agreement or at any time thereafter) the private
affairs of the Company or any trade secret of the Company,  to any persons other
than the  Management  of the  Company,  or as required  in the normal  course of
business and shall not use (either  during the  continuance of this Agreement or
at any time  thereafter)  for his own purposes,  or for any purposes  other than
those of the  Company,  any  information  he may  acquire  with  respect  to the
Company's affairs. The Employee further agrees to execute such further and other


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agreements  concerning  the  secrecy  of the  affairs  of the  Company or of any
companies with which the Company is affiliated or associated,  as the Management
of the Company shall reasonably  request.  Furthermore,  without restricting the
generality of the  foregoing,  the Employee  shall not either during the term of
this  Agreement or any time  thereafter,  directly or indirectly  divulge to any
person, firm or corporation:

     (a)  any intellectual property,  proprietary  information,  know-how, trade
          secrets, processes, product specifications, new product information or
          methods of doing  business  acquired  in the course of  providing  the
          services hereunder;

          any information with respect of Company personnel or organization,  or
          any of the financial affairs or business plans of the Company; or

          any  information  in  respect  of  Company  pricing  policies,   sales
          statistics, sales and marketing plans and strategies,  profits, costs,
          or sourcing of clients.

TERM OF AGREEMENT
-----------------

6. This Agreement shall become  effective on the 1st day of February,  2003, and
shall continue until January 31, 2006 unless  terminated  upon mutual consent of
the  Employee  and the  Company,  or until  termination  by the  Employee or the
Company in accordance with Sections 7 or 8, whichever is earlier.

BREACH OF AGREEMENT
-------------------

7. Without prejudice to any remedy the Company may have against the Employee for
any breach or non-performance of this Agreement,  the Company may terminate this
Agreement,  subject  to  Section  11,  for  breach by the  Employee  at any time
effective  immediately  and  without  notice and  without  any  payment  for any
compensation either by way of anticipated  earnings or damage of any kind to him
whatsoever,  save and  except in  respect  of fees  payable  to the date of such
termination. For the purposes of this paragraph, any one of the following events
shall constitute breach of this Agreement  sufficient for termination,  provided
however,  that the following  events shall not  constitute  the only reasons for
termination:

     (a)  being guilty of any  dishonesty  or gross  neglect in the provision of
          the services hereunder; or

     (b)  being convicted of any criminal  offense,  other than an offense which
          in the reasonable  opinion of the Company does not affect his position
          as a representative of the Company; or

     (c)  becoming  bankrupt or making any  arrangement or composition  with his
          creditors; or

     (d)  alcoholism or drug addiction of the Employee which impairs his ability
          to provide the services required hereunder; or


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     (e)  excessive   and   unreasonable   absence  of  the  Employee  from  the
          performance  of the  services for any reason other than for absence or
          incapacity specifically allowed hereunder.

     (f)  The breach of any clause or term, including but not limited to Section
          6 of  this  Agreement  and  the  attached  Addendum  (if  any) to this
          Agreement

TERMINATION
-----------

8.1 The Employee shall be entitled to terminate this  Agreement,  at any time by
giving 4 weeks notice in writing to the C.E.O. or President of the Company.

8.2 The Company shall be entitled to terminate  this  Agreement at any time upon
giving the  Employee 4 weeks  notice in  writing  of such  termination  and upon
payment to the  Employee of all fees and other  amounts  owing up to the date of
termination  and, in the event there has not been a breach of this  Agreement by
the  Employee,  a  termination  payment in an amount  equal to six months of the
annual fees due under Section 4 above will be in full satisfaction of all claims
that the Employee may have against the Company.

OWNERSHIP AND USE OF WORK PRODUCTS
----------------------------------

9.1 The  Employee  agrees  that any work  product  produced  by the  Employee in
furtherance  of the  business  of the  Company  either  developed  solely by the
Employee or jointly with any other party will be the sole and exclusive property
of the Company.

9.2 The Company  acknowledges  that general  knowledge and experience  including
general  techniques,  concepts,  methods  and  formulae  not  developed  for the
Company's specific application or work gained by the Employee prior to or in the
course of his association  with the Company,  may be used by the Employee at any
time prior to, during or subsequent to his association with the Company,  unless
a specific  agreement  to the  contrary is entered  into by the Employee and the
Company.

9.3 This Agreement does not apply to general techniques,  formulae,  concepts or
method for which no equipment,  supplies,  facility or other  resources or trade
secret  information of the Company was used and which was developed  entirely on
the Employee's own time unless such general  techniques,  formulae,  concepts or
method relates directly to the actual or specifically  targeted  business of the
Company.

9.4 At any and all  times,  either  during the term of this  Agreement  or after
termination  hereof, the Employee will promptly,  on the request of the Company,
perform all such reasonable acts and execute and deliver all such documents that
may be necessary to vest in the Company the entire right,  title and interest in
and to any such work products  determined,  by the Company,  to be the exclusive
property of the Company.  Should any such services be rendered after  expiration
or termination of this Agreement,  a reasonable fee, mutually agreed upon by the
Employee  and the  Company,  will be paid to the Employee on a per diem basis in
addition to reasonable expenses incurred as a result of rendering such services.

RETURN OF PROPERTY
------------------

10. In the event of termination of this Agreement, the Employee agrees to return
to the Company any  property,  which may be in the  possession or control of the
Employee.


<PAGE>


SURVIVAL
--------

11.  Notwithstanding the termination of this Agreement for any reason whatsoever
the  provisions  of Section 5, 9, and 10 hereof and any other  provision of this
Agreement  necessary to give efficacy  thereto shall  continue in full force and
effect following such termination.

NOTICE
------

12. Any notice or other  communication  (each a "Communication")  to be given in
connection  with this  Agreement  shall be given in writing and will be given by
personal delivery addressed as follows:

          TO:              The Neptune Society
                           4312 Woodman Avenue, Third Floor
                           Sherman Oaks, CA 91423
                           Attention: President

          AND TO:          Gary I. Harris
                           1001 S. Flagler Drive, #302
                           West Palm Beach, FL 33401-6522

or at such other  address  as shall have been  designated  by  Communication  by
either party to the other.  Any  Communication  shall be conclusively  deemed to
have  been  received  on  the  date  of  delivery.   If  the  party  giving  any
Communication  knows or ought  reasonably  to know of any  actual or  threatened
interruptions of the mails, any such Communication shall not be sent by mail but
shall be given by personal delivery.

ENTIRE AGREEMENT
----------------

13. This Agreement  constitutes and expresses the whole agreement of the parties
hereto with  reference to the services of the Employee by the Company,  and with
reference to any of the matters or things herein  provided for, or  hereinbefore
discussed  or  mentioned  with   reference  to  such  services;   all  promises,
representations, and understandings relative thereto being merged herein.

AMENDMENTS AND WAIVERS
----------------------

14. No amendment of this Agreement shall be valid or binding unless set forth in
writing and duly executed by both parties hereto. No waiver or any breach of any
provision of this Agreement shall be effective or binding unless made in writing
and  signed  by the party  purporting  to give the same  and,  unless  otherwise
provided in the written waiver, shall be limited to the specific breach waived.

BENEFIT OF AGREEMENT
--------------------

15.  The  provisions  of this  Agreement  shall  enure to the  benefit of and be
binding  upon  the  legal  personal  representatives  of the  Employee  and  the
successors and assigns of the Employee and the Company.

SEVERABILITY
------------


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16. If any provision of this Agreement is deemed to be void or unenforceable, in
whole or in part, it shall not be deemed to affect or impair the validity of any
other  provision of this Agreement,  and each and every section,  subsection and
provision of this  Agreement is hereby  declared and agreed to be severable from
each  other and every  other  section,  subsection  or  provision  hereof and to
constitute separate and distinct covenants.  The Employee hereby agrees that all
restrictions herein are reasonable and valid.

17. This  Agreement  shall be governed by and construed in  accordance  with the
laws of the State of California. The Company and the Employee hereby irrevocably
consent to the jurisdiction of the courts of the State of California.

COPY OF AGREEMENT
-----------------

18. The Employee  hereby  acknowledges  receipt of a copy of this Agreement duly
signed by the Company.

NUMBER AND GENDER
-----------------

19.  Wherever the singular is used in this Agreement it is deemed to include the
plural and wherever  the  masculine is used it is deemed to include the feminine
or body politic or corporate where the context or the parties so require.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written:

THE NEPTUNE SOCIETY, INC.                   EMPLOYEE


/s/ Marco Markin                            /s/ Gary I. Harris
---------------------------------           ---------------------------------
Authorized Signatory                        Gary I. Harris

In the presence of:

/s/ Jessica R. Weinandt
---------------------------------
Witness

Jessica R. Weinandt
---------------------------------
Name

4312 Woodman Ave, FL 3
Sherman Oaks CA 91423
---------------------------------
Address