EXHIBIT 10.36


                            ASSET PURCHASE AGREEMENT

THIS  AGREEMENT  is dated for  reference  the 31st day of January,  2002 between
Western  Management  Services,  L.L.C., an Oregon limited liability company (the
"Purchaser"),  Wilhelm Mortuary, Inc., a corporation incorporated under the laws
of the State of Oregon  ("Seller"),  and The Neptune  Society,  Inc.,  a Florida
corporation  ("Neptune  Society"),  and  Neptune  Society of  America,  Inc.,  a
California corporation ("Neptune America").

WHEREAS:

A.   Neptune Society and its  subsidiaries  are in the business of marketing and
     selling  cremation  services,   pre-need  cremation  services  and  related
     merchandise in the United States.

B.   Seller is a wholly-owned subsidiary of Neptune Society, and Neptune America
     is a wholly-owned subsidiary of Neptune Society.

C.   Seller acquired certain equipment, inventory, receivables, contract rights,
     general  intangibles,  trademarks  and trade names and other  assets of the
     businesses  known as  "Heritage  Memorial,"  "Heritage  Memorial  Society,"
     "Heritage  Memorial Cremation  Society," "The Heritage Society,"  "Heritage
     Cremation  Society," "Wilhelm  Mortuary,"  "Wilhelm Funeral Home," "Wilhelm
     Crematory,"   "Oregon  Cremation   Company,"  "Oregon  Cremation  &  Burial
     Company," and "AAA Cremation Company," pursuant to certain agreements dated
     July 5, 2000 by and among Seller  (formerly,  Neptune  Acquisition,  Inc.),
     Heritage  Memorial Society,  L.L.C.,  an Oregon limited liability  company,
     Community  Memorial  Centers,  L.L.C.,  an Oregon limited liability company
     ("CMC"),  David Schroeder,  Michael Ashe and Neptune  Society.  Seller also
     acquired  certain  real  property at 6637 SE  Milwaukie  Avenue,  Portland,
     Oregon,  and legally  described  on Schedule C  ----------  (the  "Portland
     Property"),  used in connection with its business. Neptune Society issued a
     debenture in the original principal amount of $1,000,000 dated July 5, 2000
     (the "CMC Debenture") payable to CMC or its order as partial  consideration
     for the Portland Property. Payments under the CMC Debenture are secured by,
     among other things,  that certain Trust Deed dated July 5, 2000 executed by
     Seller  for the  benefit of CMC,  recorded  on July 18,  2000 in  Multnomah
     County,  Oregon as Fee No.  2000-098983,  encumbering the Portland Property
     (the "CMC Trust Deed").

D.   Neptune Society acquired Seller pursuant to an agreement and plan of merger
     dated July 5, 2000,  effected by filing  articles of merger with the office
     of the Secretary of State in the state of Oregon on July 17, 2000.

E.   Seller  borrowed  $1,575,000 from Green Leaf Investors I, LLC, a California
     limited liability company ("Greenleaf") under the terms of a loan agreement
     dated August 8, 2001, which  indebtedness is evidenced by a promissory note
     dated August 8, 2001 issued to Greenleaf in the initial principal amount of
     $1,575,000  (the  "Greenleaf  Note"),  and secured by (i) a first  priority
     security  interest  in  certain  assets of Seller  pursuant  to a  security
     agreement dated



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     August 8, 2001 (the  "Greenleaf  Security  Interest") and (ii) a trust deed
     dated  August 6, 2001  executed  by Seller for the  benefit  of  Greenleaf,
     encumbering the Portland Property (the "Greenleaf Trust Deed").

F.   Seller  currently  operates and carries on a funeral,  burial and cremation
     business in the state of Oregon located at the Portland  Property under the
     Trade Names set forth in Schedule B (the "Business"); ----------

G.   Seller has agreed to sell  substantially  all of its assets and liabilities
     and the  Purchaser  has agreed to  purchase  such  assets  and assume  such
     liabilities  related to the Business on the terms and  conditions set forth
     herein; and

I.   Concurrently with or as promptly as practicable following the execution and
     delivery  of this  Agreement,  Purchaser  will enter into a  Marketing  and
     Service  Agreement  (the  "Service  Agreement")  with Neptune  Society or a
     designated  subsidiary  of Neptune  Society,  for the  provision of certain
     at-need  cremation  services  and for  certain  other  arrangements  as may
     reasonably be requested by Neptune Society.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
in this  Agreement  and other good and valuable  consideration,  the receipt and
sufficiency of which is acknowledged, the parties agree as follows:

1.   INTERPRETATION

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

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

     (2)  "Assets" means all of Seller's rights in the assets used in connection
          with the  Business,  including  the  Portland  Property,  the Pre-Need
          Contracts, the Trust Accounts, the Intangible Assets, the Trade Names,
          reputations,  telephone  numbers,  the Leased Assets,  the Leases, the
          Material  Contracts and all other leases and contracts,  the Specified
          Assets,  the Other  Operating  and Fixed  Assets  and all other  fixed
          assets  and  equipment  used in  connection  with  the  Business,  all
          licenses  and other  rights  which  Seller is  reasonably  capable  of
          transferring  to the Purchaser to operate the Business,  the Insurance
          Policies,  all  existing  and  prospective  customer  lists,  lists of
          suppliers,  employee  contracts,  promotional  material,  websites and
          electronic  commerce  sites,  price  lists,  the Books and Records and
          other  information  relating  to the  day to  day  carrying  on of the
          Business, but does not include the Excluded Assets;



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     (3)  "Books and Records" means all files, ledgers,  correspondence,  lists,
          manuals,  reports,  texts,  notes,  memoranda,   invoices,   receipts,
          accounts,  financial  statements,  financial working papers,  computer
          discs,  tapes or other  means of  electronic  storage,  and all  other
          records or  documents  of any nature or kind  whatsoever  belonging to
          Seller in connection  with the Business,  but does not include (i) the
          articles of incorporation, bylaws, minutes, resolutions or any similar
          documents  belonging  to  Seller;  or (ii) the  files and  records  of
          Seller's  attorneys  whether or not such attorneys'  files and records
          constitute  privileged or confidential  communications  with Seller or
          attorney-client work product of Seller;

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

     (5)  "Cash and Cash Equivalents" means the cash and cash equivalents of the
          Business on hand at the Closing Date  including,  without  limitation,
          the proceeds of any claims under the Insurance Policies paid after the
          Closing with respect to a claim arising prior to the Closing;

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

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

     (8)  "Closing  Date"  means March 8, 2002 or such other date as the parties
          may agree;

     (9)  "Debenture   Assumption  Agreement"  means  the  Debenture  Assumption
          Agreement, attached hereto as Schedule O. ----------

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

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

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



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

          (d)  other encumbrances of whatsoever nature and kind against property
               (whether real, personal, mixed, tangible or intangible);

          but does not include any lien against the Leased Assets for payment of
          rent under the Leases, any statutory tax liens,  materialmen liens, or
          any  liens  arising  from  or  described  in  the  Greenleaf  Security
          Interest, the Greenleaf Trust Deed, the CMC Trust Deed, or the Wilhelm
          Security Interest.

     (11) "Excluded Accounts" means:

          (a)  the current  trade  accounts  receivable  for  performed  at-need
               services of the Business at the Closing Date;

          (b)  the Cash and Cash Equivalents; and

          (c)  the Pre-Paid Accounts.

     (12) "Excluded Assets" means:

          (a)  Excluded Accounts;

          (b)  all corporate  certificates  of authority  and  corporate  minute
               books and the corporate stock record or register of Seller;

          (c)  such licenses,  permits or other certificates of authority which,
               by their terms, are nonassignable; and

          (d)  the assets of Neptune  Society and its  subsidiaries  (except for
               the  Seller),  including,  but not  limited  to,  registered  and
               unregistered names, trade names, trademarks,  designs,  telephone
               numbers,   advertising  copy,  websites,   copyrights,   patents,
               pre-need contracts,  accounts, fixed assets, equipment, licenses,
               insurance  policies,  existing and  prospective  customer  lists,
               lists of suppliers,  employee  contracts,  promotional  material,
               websites and  electronic  commerce  sites,  price lists and other
               assets used in connection with their businesses.

     (13) "Excluded Liabilities" means (a) all current trade account payables up
          to the Closing  Date;  (b) an obligation in the amount of $90,000 owed
          to U.S.  Bank  by CMC  assumed  by  Wilhelm  under  the  terms  of the
          agreements  dated July 5, 2000;  and (c)  certain  obligations  in the
          amount of $4399.91 owed to Charles Martin.



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<PAGE>

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

     (15) "Intangible  Assets" means those  registered and  unregistered  names,
          trade names, trademarks, designs, telephone numbers, advertising copy,
          websites,  copyrights,  patents and similar  rights  (except the trade
          names Neptune Society and Trident  Society),  specifically  including,
          but not  limited  to,  the Trade  Names and any  proprietary  software
          expressly set forth in Schedule B;

     (16) "Knowledge" means actual awareness of such fact or other matter at the
          time in question.

     (17) "Leased  Assets"  means those assets  included in the Assets which are
          leased by the Seller for the  Business  and set forth in  Schedule  D;

     (18) "Leases"  means the leases under which the Leased Assets are leased by
          the Business;

     (19) "Liabilities"  means all of Seller's actual or accrued  liabilities up
          to the Closing Date, but does not include the Excluded  Liabilities or
          commissions  payable,  sales tax,  employee  remittances of every kind
          whatsoever,  federal,  municipal,  and/or  state  taxes  of  any  kind
          whatsoever, with respect to Seller;

     (20) "Material  Contracts"  means those contracts  described in Schedule L;

     (21) "Note  Assumption  Agreement"  means the note extension and assumption
          agreement,  attached hereto as Schedule P, related to the extension of
          the Greenleaf Note due date to July 31, 2002 and the assumption of the
          Greenleaf Note by the Purchaser;

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

     (23) "Person"  means an  individual,  a  corporation,  a limited  liability
          company, a partnership,  a trust, an unincorporated  organization or a
          government agency or instrumentality;

     (24) "Place of Closing"  means the law offices of Steven Adler at 2130 N.E.
          Klickitat Street, Portland, Oregon 97212-2459;

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

     (26) "Pre-Paid  Accounts"  means  pre-paid  taxes other than income  taxes,
          pre-paid  insurance,  pre-paid rent and other  pre-paid  accounts of a
          similar nature;



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     (27) "Purchase Price" has the meaning ascribed thereto in Section 2.1;

     (28) "Real  Estate  Documents"  means the  closing  documents  required  to
          transfer the  Portland  Property  from Seller to  Purchaser  listed on
          Schedule W, including the Warranty Deed and the Wilhelm Trust Deed;

     (29) "Security Agreement" means the Security Agreement in substantially the
          form attached hereto as Schedule Q;

     (30) "Seller's   Unaudited   Financial   Statements"  means  the  unaudited
          financial  statements  of the Business for the 12 month period  ending
          December 31, 2001, copies of which are incorporated as Schedule I;

     (31) "Service  Agreement" means the Service  Agreement in substantially the
          form attached hereto as Schedule N;

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

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

     (34) "Trade Names" means those trade and business names expressly set forth
          in Schedule B;

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

     (36) "Warranty  Deed" means that  certain  Warranty  Deed  encumbering  the
          Portland  Property  naming  Seller as the Grantor and Purchaser as the
          Grantee attached hereto as Schedule V;

     (37) "Wilhelm Security Interest" means the security interest granted in the
          Assets to Seller under the terms of the Security Agreement; and

     (38) "Wilhelm  Trust Deed" mean that  certain  trust deed  encumbering  the
          Portland Property in the form attached hereto as Exhibit X.

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



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    Schedule    Description
       A        List of Insurance Policies

       B        List of Intangible Assets

       C        Description of Portland Property

       D        List of Leased Assets

       E        List of Other Operating and Fixed Assets

       F        List of Pre-Need Contracts

       G        List of Specified Assets

       H        List of Trust Accounts

       I        Seller's Unaudited Financial Statements

       J        [Intentionally Left Blank]

       K        List of Employees, Employment Matters and Employee Benefit Plans

       L        List of Material Contracts

       M        Required Consents

       N        Service Agreement

       O        Debenture Assumption Agreement

       P        Note Assumption Agreement

       Q        Security Agreement

       R        Allocation of Purchase Consideration Certificate

       S        Seller's Closing Certificate

       T        Purchaser's Closing Certificate

       U        Bill of Sale

       V        Warranty Deed

       W        Real Estate Closing Documents

       X        Wilhelm Trust Deed

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



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<PAGE>


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

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

2.   TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES

2.1  Transfer  and  Purchase of Assets:  On the Closing  Date and subject to the
     terms and  conditions  contained  in this  Agreement,  Seller  shall  sell,
     assign,  convey,  transfer and deliver to Purchaser the Liabilities and the
     Assets free from any and all  Encumbrances,  and Purchaser agrees to assume
     the  Liabilities  and to  purchase,  all right,  title and  interest of the
     Seller in and to all of the  Assets  for the  aggregate  purchase  price of
     $2,500,000 (the "Purchase Price").

2.2  Payment  Purchase  Price: On the Closing Date and subject to the conditions
     set forth in this  Agreement,  the Purchaser will pay the Purchase Price to
     the Seller as follows:

     (a)  $1,500,000  payable  by the  Purchaser's  assumption  of the  Seller's
          obligations  under  the  Greenleaf  Note,  under the terms of the Note
          Assumption Agreement by and among Seller,  Neptune Society,  Purchaser
          and Greenleaf.  Under the terms of the Note Assumption Agreement,  (i)
          Seller will have paid to Greenleaf  $75,000 of the principal  balance,
          (ii)  Seller  will have  paid to  Greenleaf  all  accrued  and  unpaid
          interest outstanding as of the Closing Date, (iii) Greenleaf will have
          amended the due date under the  Greenleaf  Note to July 31, 2002,  and
          (iv)  Purchaser  will have  assumed the balance of  $1,500,000  of the
          Seller's  obligations  plus  interest  under the  Greenleaf  Note,  as
          amended; and

     (b)  $1,000,000  payable  by the  Purchaser's  assumption  of  the  Neptune
          Society's obligations under the CMC Debenture,  under the terms of the
          Debenture  Assumption  Agreement.  Under  the  terms of the  Debenture
          Assumption  Agreement,  Neptune  Society and CMC will have amended the
          debenture and  Purchaser  will assume the balance of $1,000,000 of the
          Neptune  Society's  obligations plus interest under the CMC Debenture,
          as amended.

     The  Purchaser  and Seller  agree the  Purchase  Price shall be adjusted in
     accordance with Section 2.9 of this Agreement.

2.3  Assumption of  Liabilities.  Purchaser,  for itself and its  successors and
     assigns,  hereby assumes and agrees to pay or cause to be paid or otherwise
     discharged or cause to be discharged  from all of Seller's  obligations and
     liabilities,  whether firm or contingent,  of every nature and description,
     and to perform in accordance with their terms or otherwise  satisfy,  as of
     the Closing Date:



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<PAGE>

     (a)  the Liabilities; and

     (b)  Seller's obligations under the Leases,  Material Contracts,  Insurance
          Policies,   Pre-Need  Contracts,  and  other  agreements,   contracts,
          arrangements  and  licenses   assigned  to  Seller  pursuant  to  this
          Agreement.

     Notwithstanding the foregoing, Seller shall retain, and Purchaser shall not
     assume the Excluded Liabilities.

2.4  Security Interests.

     (a)  Purchaser  will grant Seller a security  interest in certain assets as
          security for  performance of the Purchaser  under the Note  Assumption
          Agreement,  the Debenture  Assumption  Agreement  and this  Agreement,
          including  principal,  interest and all other  amounts owing under the
          Greenleaf Note and the CMC Debenture, as follows:

          (i)  Purchaser will grant to Seller a security  interest in and to all
               of the  personal  properties  and other  assets of every kind and
               nature  then  and  thereafter  owned  by the  Purchaser  and will
               execute  and  deliver to Seller the  Security  Agreement  and any
               financing  statement under the Uniform Commercial Code naming the
               Purchaser as debtor and Seller as secured  party and  designating
               such personal properties and other assets as security; and

          (ii) Purchaser  will  execute for the  benefit of Seller any  document
               reasonably required to assume the continuing lien on the Portland
               Property under the CMC Trust Deed and the Greenleaf Trust Deed to
               secure  the  Purchaser's  obligations  under the Note  Assumption
               Agreement, the Debenture Assumption Agreement and this Agreement.

     (b)  Notwithstanding  the forgoing,  Purchaser and Seller hereby accept the
          existing and continuing  Greenleaf Security Interest and agree that as
          long as the Greenleaf Note is  outstanding,  Greenleaf will maintain a
          first priority security interest in the Assets;

     (c)  Purchaser  will assume the  continuing  lien on the Portland  Property
          under the CMC Trust Deed and the Greenleaf Trust Deed; and

     (d)  Purchaser will execute and deliver the Wilhelm Trust Deed.

2.5  Consents to Assignments. If a consent to assignment of an Asset is required
     and is not obtained,  or if an attempted assignment would be ineffective or
     would adversely  affect Seller's rights  thereunder so that Purchaser would
     not in fact  receive  all  such  rights,  Seller,  at  Seller's  reasonable
     expense,  shall  cooperate  in any  arrangement  Purchaser  may  reasonably
     request to provide for Purchaser the benefits  under such Asset,  including
     enforcement for the



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     benefit  of  Purchaser  of any and all rights of Seller  against  any other
     party  thereto  arising out of the breach or  cancellation  thereof by such
     party or otherwise.

2.6  Closing Date:  All  transactions  contemplated  in this  Agreement  will be
     effective  on the  Closing  Date.  All income  from  services  rendered  or
     merchandise  sold related to deaths occurring on or before the Closing Date
     shall be the income of Seller,  and all income  from  services  rendered or
     merchandise  sold related to deaths  occurring after the Closing Date shall
     be the income of the Purchaser.

2.7  Excluded Assets and Excluded Liabilities:  From and after the Closing Date,
     the Seller will have operational  control,  ownership and responsibility of
     the management of the Excluded Assets and the Excluded Liabilities.

2.8  Reconciliation:  On or  before  the day  which  is 120 days  following  the
     Closing Date (the  "Reconciliation  Date"),  the Purchaser  will provide to
     Seller a reconciliation of the Excluded Accounts and Excluded  Liabilities,
     being that amount of cash, collections and amounts paid, respectively, from
     the Closing Date.

2.9  Adjustment to Purchase Price: Any amount of cash and collected  receivables
     that  pertain to the Excluded  Assets,  which is in excess of the amount of
     payments that pertain to the Excluded Liabilities,  will be paid in cash by
     the  Purchaser  to Seller,  its  successor  or assigns on or before the day
     which is 60 days  following the  Reconciliation  Date (the  "Reconciliation
     Payment Date").  Any amount of cash and collected  receivables that pertain
     to the  Excluded  Assets  which is less than the  amount of  payments  that
     pertain to the Excluded Liabilities (the "Seller  Reconciliation  Payment")
     will be  paid  by in cash by  Seller  to the  Purchaser  on or  before  the
     Reconciliation Payment Date.

2.10 Allocation of Purchase  Consideration:  In accordance  with a determination
     made by Purchaser and Seller and Section 1060 of the Internal  Revenue Code
     of 1986,  as amended  ("Code")  Purchaser  and Seller  have  determined  an
     "Allocation of Purchase  Consideration" as described in Schedule R attached
     hereto and Purchaser will deliver at closing a final written  Allocation of
     Purchase Consideration. Purchaser and Seller shall each file, in accordance
     with  Section 1060 of the Code an Asset  Allocation  Statement on Form 8594
     (which  conforms with such  allocation)  with its federal income tax return
     for  the  tax  year  in  which   the   Closing   Date   occurs   and  shall
     contemporaneously  provide  the  other  party  with a copy of the Form 8594
     being filed.  Each party agrees not to assert,  in connection  with any tax
     return,  audit or other similar proceeding,  any allocation of the Purchase
     Consideration  which  differs  from  the  allocation  determined  by  Buyer
     hereunder.

2.12 Application  of  Bulk  Sale  Laws.  The  transaction  contemplated  by this
     Agreement  shall be closed  without the  necessity of  compliance  with any
     possible  applicable  bulk sales or bulk  transfer  laws. If any claims are
     asserted  by the  creditors  of  the  Seller  by  reason  of  any  possible
     application of applicable  bulk sales or bulk transfer  laws,  these claims
     shall be the



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<PAGE>

     responsibility  of the Purchaser  hereunder and the  responsibility  of the
     Seller as to any claims representing  undisclosed liabilities of the Seller
     or liabilities  which the Purchaser has not assumed under the terms of this
     Agreement.


3.   REPRESENTATIONS AND WARRANTIES OF SELLER

Seller,  Neptune  Society  and  Neptune  America  represent  and  warrant to the
Purchaser as follows and  acknowledges  that the  Purchaser is relying upon such
representations and warranties in connection with the purchase of the Assets and
the assumption of the Liabilities:

3.1  Corporate Status and Authority:

     Seller is duly organized and validly subsisting under the laws of the State
     of Oregon  and has all  requisite  power and  capacity  to own or lease the
     Assets.  Seller is duly  qualified and licensed to carry on the Business in
     all jurisdictions in which the nature of the Business or the properties and
     assets  owned  or  leased  by it  make  such  qualification  and  licensing
     necessary and where the failure to be so qualified and licensed  would have
     a material adverse effect on the Assets.

3.2  Authority to Sell:

     Seller  has the legal  capacity,  power and  authority  to enter  into this
     Agreement and to transfer the legal and  beneficial  title and ownership of
     the Assets to the Purchaser free from all Encumbrances, except as otherwise
     contemplated by this Agreement;

3.3  Assets:

     (a)  Ownership:   Except  for  the  Leased  Assets,  Seller  has  good  and
          marketable  title  to  all  of  the  Assets  free  and  clear  of  all
          Encumbrances, except as otherwise contemplated by this Agreement;

     (b)  Leased  Assets:  The Leased Assets are held under valid and subsisting
          Leases,  each of which is listed in  Schedule D. Each Lease is in full
          force and effect  and the  Leases  and the Leased  Assets are free and
          clear of all Encumbrances. Except for the Leases, there are no leases,
          agreements to lease,  tenancy arrangements or licenses to which Seller
          is a party  which  have an  aggregate  capitalized  value in excess of
          $5,000.  Seller has not previously  assigned the Leases nor sublet its
          interest in any of the Leased Assets under the Leases.  Seller has not
          released any of the other parties to such leases from the  performance
          of any of their obligations thereunder. Seller is not in breach of any
          of the  terms of any  Leases,  and  Seller  is not aware of any of the
          other parties to the Leases being in breach of any of the terms of the
          Leases,  and,  to the best of the  Knowledge  of  Seller,  no event or
          condition has occurred  which,  either  immediately or after notice or
          lapse of time or both, could give rise to the



                                       11
<PAGE>

          cancellation or termination of any of the Leases. There are no prepaid
          rents,  rent-free  periods or outstanding  lessor's  contributions  or
          obligations  for  lessee  incentives  under  any of the  Leases  which
          consist of subleases under which Seller is a sublessor.  Seller has no
          Knowledge  of anything  or matter  which does or shall give any of the
          sublessees under any of the subleases any right of abatement,  set-off
          or deduction in respect of the rent payable by the sublessees;

     (c)  Condition of Assets: To the best of the Knowledge of Seller, all fixed
          assets  and  equipment  owned or used by Seller in the  conduct of the
          Business, all of which are listed in either Schedule E and/or Schedule
          G, have been  properly  maintained  and are in good working  order and
          contain  no  defects  which  could  materially  adversely  affect  the
          operation of the Business to any material degree;

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

     (e)  Zoning:  The Portland Property is zoned to permit the Business carried
          out by the Seller on such property;

     (f)  Portland Property:  The description set forth on Schedule C accurately
          reflects all interests of Seller in the Portland Property;

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

     (h)  Other Operating and Fixed Assets and Specified Assets: The list of the
          Other  Operating  and Fixed  Assets  and  Specified  Assets set out in
          Schedules E and G, respectively, accurately reflects all operating and
          fixed assets owned or held by Seller  having an original  capital cost
          of $5,000 or more which are not disclosed elsewhere in this Subsection
          3.3. Except for sales and purchases in the ordinary course of business
          since  December 31,  2001,  Seller owns such Assets on the date hereof
          free of  Encumbrances,  except as  otherwise  disclosed  on Schedule E
          and/or Schedule G.

3.4  Trust Accounts:

     (a)  The Trust  Accounts  described in Schedule H  accurately  reflects all
          funds  received  by Seller  in  connection  with the sale of  pre-need
          funeral  arrangements  for the  Business  or for  undelivered  funeral
          merchandise  which has been placed in the Trust  Accounts on behalf of
          the pre-need customer to the extent required by the terms of the Pre-



                                       12
<PAGE>

          Need Contract with the customer and as required by the applicable laws
          and regulations  governing the Trust Accounts as of the date indicated
          in Schedule H; and

     (b)  All  investments  of the Trust  Accounts  are in  accordance  with all
          applicable  state and federal laws and  regulations  pertaining to the
          investment and administration of such Trust Accounts.

3.5  Business Operations:

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

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

     (c)  Subsidiaries:  Seller  does  not  own,  directly  or  indirectly,  any
          ownership, equity, or voting interest in any corporation, partnership,
          joint venture or other  entity,  and has no agreement or commitment to
          purchase any such interest.

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

3.6  Financial:

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

     (b)  No Material Change:  Since December 31, 2001 and up to the date hereof
          there has been no material  adverse  change in the nature or condition
          of the Assets or the Business,  financial or otherwise, except changes
          occurring in the ordinary  course of business,  nor has there been any
          development  or threatened or probable  development of which Seller is
          aware  which  materially  and  adversely  affects  the  Assets  or the
          Business.  The Business has been carried on in the ordinary  course as
          it had



                                       13
<PAGE>

          previously  been  carried on. In addition,  save as disclosed  herein,
          since December 31, 2001 and up to the date hereof Seller has not:

          (i)  incurred any liability or obligation which as to their nature and
               amount are inconsistent with the Business as carried on;

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

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

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

          (v)  waived any rights of material value;

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

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

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

          (ix) made any capital expenditures greater than $2,500 or entered into
               any lease with a capitalized value greater than $2,500;

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

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

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



                                       14
<PAGE>

          (ii) other liabilities disclosed in this Agreement; or

          (iii)liabilities  incurred in the  ordinary  course of its  businesses
               since December 31, 2001;

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

     (f)  Accountants:  Seller has not had any material  disagreement or dispute
          with  their  auditors  or  accountants  over  the  accounting  or  tax
          treatment of the financial information of the Assets or the Business.

3.7  Banking:

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

     (b)  Guarantees/Indemnities:  Seller has not guaranteed or indemnified,  or
          agreed  to  guarantee  or  indemnify,  or  agreed  to any  other  like
          commitment,  in respect of any debt,  liability or other obligation of
          any Person.

3.8  Insurance:

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

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

     (c)  Outstanding  Claims:  To the  best  of the  Knowledge  of  Seller,  no
          threatened or actual claims  against any of the policies  described in
          Schedule A have been made in the last



                                       15
<PAGE>

          two years.  Seller has given notice of or has otherwise presented in a
          timely fashion every claim under each such insurance policy.

3.9  Tax Matters:

     (a)  Filings:  Seller has duly and timely filed all returns,  elections and
          designations required to be filed by it with any taxation authority or
          if not filed on a timely  basis,  all fees,  penalties,  interest  and
          other amounts  payable as a result thereof have been paid. To the best
          of the Knowledge of Seller, no such returns, elections or designations
          contain any material misstatement or omit any material statements that
          should have been included and each return,  election and  designation,
          including  accompanying  schedules and statements is true, correct and
          complete in all material respects;

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

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

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

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

     (f)  Acquisitions:  Seller has not acquired  property  from, or disposed of
          property  to,  any Person  with whom it does not deal at arm's  length
          since the date of its formation; and

     (g)  Other  Jurisdictions:  To the best of its  Knowledge,  Seller  has not
          filed or is not currently  required to file any returns,  elections or
          designations with any state or local taxation authority located in any
          jurisdiction other than the State of Oregon.



                                       16
<PAGE>

3.10 Employee Matters:

     (a)  List of  Employees:  The list of employees  set out in Schedule K is a
          comprehensive  list of the employees and commissioned  sales people of
          Seller  and the  Business  as of the  Closing  Date  and  includes  an
          accurate   description  of  their   compensation,   and/or  commission
          structure, position and job classification;

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

     (c)  Certain  Employee  Matters:  Seller is in  compliance  in all material
          respects  with  all  applicable  equal  employment  opportunity  laws,
          ordinances,  regulations,  nondiscrimination,  wages, hours, benefits,
          vacation  benefits,  social  security and similar taxes and occupation
          safety  and  health  and  other   applicable  rules  (the  "Employment
          Regulations") and is not engaged in any practice that may give rise to
          a claim under the Employment  Regulations.  Other than as set forth in
          Schedule  K, (i)  Seller is not  aware of any facts or  circumstances,
          which could form the basis for assertion of a claim or  liability,  in
          each case,  regarding  non-compliance with Employment  Regulations and
          (ii) Seller is not subject to any discrimination claims or affirmative
          action obligations;

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

     (e)  Pension  Plans:  Seller does not have nor have they ever had a pension
          plan for any of its employees; and

     (f)  Employer  Associations:  Seller  is  not a  member  of  any  employer,
          management,  industry  or other trade or  business  association  under
          which  Seller  or the  Business  is  obligated  to  contribute  to any
          employee or contractor employee benefit fund,



                                       17
<PAGE>

          including  any pension  plans,  health  benefit plans or other similar
          employee entitlements.

3.11 Litigation and Claims:

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

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

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

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

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

3.12 Contracts and Commitments:

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



                                       18
<PAGE>

          (i)  performance  of any  right  or  obligation  by any  party to such
               contract involves a payment by either party of $2,500 or more and
               having a term of more than one year; or

          (ii) if an  expenditure,  receipt or transfer or other  disposition of
               property with a value of greater than $2,500 may arise under such
               contract  (other  than a contract  with a customer or supplier in
               the ordinary course of business); or

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

     (b)  Pre-Need  Contracts:  Schedule  F contains  a  complete  and  accurate
          listing of all active Pre-Need Contracts as of December 31, 2001; and

     (c)  Good Standing:  Except as disclosed herein, Seller is not in breach or
          default  of any of the terms of the  Material  Contracts  or  Pre-Need
          Contracts,  and Seller is not aware of any breach or default of any of
          the terms of the Material Contracts or Pre-Need Contracts by any other
          party thereto,  and each such contract is in good standing and in full
          force  and  effect  without  amendment  thereto.  To the  best  of the
          Knowledge of Seller, no state of facts exists,  which, after notice or
          lapse of time or both, would constitute such a default or breach where
          there is any  significant  likelihood  that  such  breach  or  default
          referred to in this Subsection  3.12(c) would have a material  adverse
          effect on the Assets or the Business.

3.13 Environmental Liabilities:

     (a)  Compliance:  To the best of the  Knowledge  of Seller,  Seller and the
          Business are in compliance in all material  respects with all federal,
          state  and  municipal   environmental   laws  and   regulations   (the
          "Environmental  Laws"). Seller has filed all environmental reports and
          notifications   required  to  be  filed  under   applicable  laws  and
          regulations;

     (b)  Notice  of  Non-Compliance:  Neither  Seller  or,  to the  best of its
          knowledge,  any prior owner or occupant of the Portland Property, have
          received any notice or other communication  alleging that they are not
          in compliance with any  Environmental  Laws, or alleging any liability
          under any Environmental  Laws. Seller and the Business are not subject
          to, and have not been subject to, any claim, judgement, decree, order,
          writ, citation,  fine, penalty,  injunction,  litigation or proceeding
          relating to any Environmental Laws;

     (c)  Hazardous  Material:  Save and except for an  underground  oil storage
          tank properly  removed and abated,  neither  Seller or, to the best of
          its  knowledge,  any other  Person  has  engaged in or  permitted  any
          operations or activities upon, or any use or occupancy of the Portland
          Property, resulting in the storage, emission, release,



                                       19
<PAGE>

          discharge or disposal of any hazardous materials on, in, under or from
          the Portland Property; and

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

3.14 Effect of this Transaction:

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

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

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

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

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

3.15 Finder:  There is no Person or entity that is entitled to a finder's fee or
     any  type  of  commission  in  relation  to  or  in  connection   with  the
     transactions contemplated by this Agreement as a result of any agreement or
     understanding with Seller.

3.16 Disclosure:  No statement,  certificate or schedule  furnished by Seller or
     any  affiliate  of the  Seller,  including  any  officer  or  director,  in
     connection  with  this  Agreement  contains  or  will  contain  any  untrue
     statement of material fact, or omits to state any material fact required to
     make such statements contained herein or therein not misleading.



                                       20
<PAGE>

4.   COVENANTS OF SELLER

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

4.1  Access to the Business:  Seller has made available to the Purchaser and its
     authorized representatives and, if requested by the Purchaser, has provided
     a copy  to the  Purchaser  of all  title  documents,  contracts,  financial
     statements, minute books, share certificate books, share registers, limited
     partnership  agreements  and records,  plans,  reports,  licenses,  orders,
     permits, books of account, accounting records, constating documents and all
     other  documents,  information  or data  relating to the  Business.  At the
     Purchaser's  reasonable  request,  Seller has cooperated and will cooperate
     with the Purchaser in arranging meetings with:

     (a)  all employees of the Business;

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

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

     In particular,  without  limitation,  Seller has permitted the  Purchaser's
     representatives  or  consultants  to conduct  such  physical  review of the
     inventory of the Business as is necessary so as to enable the  confirmation
     of the condition of such inventory,  to the reasonable  satisfaction of the
     Purchaser.  The exercise of any rights of inspection by or on behalf of the
     Purchaser under this Subsection 4.1 shall not mitigate or otherwise  affect
     the  representations  and  warranties  of  Seller  hereunder,  which  shall
     continue in full force and effect.  In exercising its rights  hereunder the
     Purchaser shall use its reasonable  commercial efforts to avoid interfering
     with the Business to the extent  reasonably  practical  consistent with the
     need to complete its review of the Business and the Assets.

     4.2  Delivery of Books and Records:  At the Time of Closing  there shall be
          delivered to the Purchaser by Seller all of the Books and Records. The
          Purchaser  agrees  that it will  preserve  the  Books and  Records  so
          delivered  to it for so long as such Books and Records may be required
          to enable  Seller,  its  successors  or  assigns  to defend  any claim
          against  Seller  which  could  result in a Claim  hereunder,  with the
          understanding  that the Books and Records  need not be retained  after
          January 31, 2012. The Purchaser will permit Seller,  its successors or
          assigns or their authorized  representatives reasonable access thereto
          in connection  with matters  involving the Purchaser that Seller,  its
          successors  or assigns  have a valid  business  reason to review.  The
          Purchaser shall not be responsible or liable to Seller, its successors
          or assigns for or as a result of any loss or  destruction of or damage
          to any such Books or Records,  unless the  Purchaser's  negligence  or
          willful misconduct caused the loss, destruction or damage.



                                       21
<PAGE>

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

          (a)  Conduct Business in the Ordinary Course: Seller shall conduct the
               Business in its ordinary and normal  course and Seller shall not,
               without the prior written  consent of the Purchaser (such consent
               not to be unreasonably  withheld),  enter into any transaction or
               take any action  that,  if effected  after  December 31, 2001 and
               before the date of this Agreement,  would  constitute a breach of
               any  representation,  warranty,  covenant or other  obligation of
               Seller contained  herein. In particular Seller shall refrain from
               entering into any contract or commitment  which would, if entered
               into prior to the date hereof,  constitute a Material Contract or
               Lease,  save with the consent of the Purchaser  (such consent not
               to be unreasonably withheld);

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

          (c)  Preserve Goodwill: Seller shall use reasonable commercial efforts
               to preserve,  intact, the Assets, the Business and to promote and
               preserve for the Purchaser  the goodwill of suppliers,  customers
               and others having business relations with the Business.

4.4  Delivery of Documents:  Seller shall deliver to the Purchaser all necessary
     transfers,  assignments  and other  documentation  reasonably  required  to
     transfer to the Purchaser the Assets with a good and marketable title, free
     of  Encumbrances  without  any  right  of  set-off,   except  as  otherwise
     contemplated by this Agreement;

4.5  Seller's Taxes: Seller is responsible for any federal, state or other taxes
     which may be  payable  by them in  connection  with the  completion  of the
     transactions contemplated in this Agreement.

5.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

The Purchaser  represents,  warrants and  covenants to and with Seller,  Neptune
Society and Neptune  America as follows and  acknowledge  that Seller is relying
upon such representations,  warranties and covenants in connection with the sale
of the Assets and the assumption of the Liabilities:

5.1  Limited  Liability  Company Status and Authority:  The Purchaser is a valid
     and  subsisting  limited  liability  company,  duly  organized  and in good
     standing  under the laws of the State of Oregon and has full  legal  power,
     capacity  and  authority  to enter  into  this  Agreement  on the terms and
     conditions  hereof and all necessary  corporate acts have been performed in
     order to authorize this Agreement.



                                       22
<PAGE>

5.2  Authorization  of Asset Purchase  Agreement.  The  execution,  delivery and
     performance of this Agreement,  the Security  Agreement,  the Real Property
     Documents  and the  transactions  contemplated  thereunder  have  been duly
     authorized and approved by the members of Purchaser.  This  Agreement,  the
     Security  Agreement,  the Real  Property  Documents  and  other  agreements
     contemplated by this Agreement  constitute valid and binding obligations of
     Purchaser enforceable in accordance with its terms.

5.3  Approvals.  No consent or  approval  is  required  of any person or entity,
     private or  governmental,  for the execution,  delivery and  performance of
     this Agreement,  the Note Assumption  Agreement,  the Debenture  Assumption
     Agreement,  the  Security  Agreement,  the  Wilhelm  Trust  Deed and  other
     agreements  contemplated  by this Agreement by Purchaser,  and neither will
     such  execution,  delivery  or  performance,  nor the  consummation  of the
     transactions contemplated herein breach any provision of any of Purchaser's
     articles  of  organization,   operating   agreement,   or  any  law,  rule,
     regulation,  judgment, order, decree, agreement,  instrument or arrangement
     that would have a material adverse effect on Purchaser's ability to perform
     its obligations hereunder.

5.4  Finder.  There is no person or entity that is entitled to a finder's fee or
     any  type  of  commission  in  relation  to  or  in  connection   with  the
     transactions contemplated by this Agreement as a result of any agreement or
     understanding with Purchaser.

5.5  Disclosure: No statement, certificate or schedule furnished by Purchaser or
     any affiliate of the Purchaser,  including any officer,  manager or member,
     in  connection  with this  Agreement  contains  or will  contain any untrue
     statement of material fact, or omits to state any material fact required to
     make such statements contained herein or therein not misleading.

6.   CONDITIONS OF CLOSING

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

     (a)  Representations and Warranties:  The representations and warranties of
          Seller  contained in this  Agreement  shall be true and correct in all
          material  respects  at the Time of  Closing,  with the same  force and
          effect as if such  representations  and warranties were made at and as
          of such time, and certificate of Seller dated the Closing Date to that
          effect shall have been delivered to the Purchaser in the form attached
          hereto as Schedule S;

     (b)  Covenants: All of the covenants and agreements of Seller and all other
          terms of this  Agreement to be complied with or performed by Seller at
          or before the Time of



                                       23
<PAGE>

          Closing  shall have been  complied with or performed and a certificate
          of Seller  dated  the  Closing  Date to that  effect  shall  have been
          delivered  to  the  Purchaser,  such  certificate  to be in  form  and
          substance satisfactory to the Purchaser, acting reasonably;

     (c)  Regulatory  Consents:  There shall have been  obtained (or  reasonable
          expectations of such), from all appropriate federal and state or other
          governmental  or  administrative   bodies,  such  licenses,   permits,
          consents, approvals,  certificates,  registrations and authorizations,
          including  but not  limited to those  described  in Schedule M, as are
          required  to permit  the  change of  ownership  of the  Assets and the
          transactions as contemplated  herein,  including,  but not limited to,
          the  operation  of  the  Business  by the  Purchaser.  Notwithstanding
          anything in this  Section  6.1 to the  contrary,  the  parties  hereto
          concur that, as soon as reasonably  possible after the Time of Closing
          (i) Seller and  Purchaser  will  notify  the Oregon  State  Mortuary &
          Cemetery Board (the "Mortuary  Board") of the purchase and sale of the
          Assets and the assumption of the  Liabilities  (if any) as required by
          Oregon  Administrative  Rules  ("OAR"),  and (ii) the  Purchaser  will
          comply with the requisite  ownership transfer  licensing  requirements
          and  regulations  of the Mortuary  Board  necessary to consummate  the
          purchase and sale of the Assets and the assumption of the  Liabilities
          and operate the Business;

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

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

     (f)  No Material Damage:  No material damage by fire or other hazard to the
          whole or any material  part of the Assets shall have occurred from the
          date hereof to the Time of Closing which would have a material adverse
          change in the condition of the Assets or the Business.

     (g)  Note Assumption Agreement. Seller, Purchaser, Neptune Society, Neptune
          America and  Greenleaf  shall have  entered  into the Note  Assumption
          Agreement;

     (h)  Greenleaf Note  Amendment.  Greenleaf shall have amended the Greenleaf
          Note to amend the due date to July 31, 2002;

     (i)  Debenture Assumption Agreement.  Seller,  Purchaser,  Neptune Society,
          Neptune  America  and  CMC  shall  have  entered  into  the  Debenture
          Assumption Agreement;

     (j)  CMC Debenture Amendment. CMC shall have amended the CMC Debenture;



                                       24
<PAGE>

     (k)  Warranty Deed. Seller shall have delivered the Warranty Deed; and

     (l)  Real  Estate  Closing   Documents.   The  completion  of  all  closing
          documentation  necessary to transfer the Portland Property from Seller
          to Purchaser.

     If any of the  conditions  contained  in this  Subsection  6.1 shall not be
     performed  or  fulfilled  at or  prior  to  the  Time  of  Closing  to  the
     satisfaction  of the Purchaser,  acting  reasonably,  the Purchaser may, by
     notice to Seller,  terminate this  Agreement and the  obligations of Seller
     and the  Purchaser  under this  Agreement,  provided that the Purchaser may
     also bring an action against  Seller for damages  suffered by the Purchaser
     where the non-performance or non-fulfilment of the relevant condition is as
     a result of a breach of  covenant,  representation  or  warranty.  Any such
     condition  may be  waived  in  whole  or in part by the  Purchaser  without
     prejudice to any claims it may have for breach of covenant,  representation
     or warranty

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

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

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

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

     (d)  Service  Agreement:  The  Purchaser  will have entered into a services
          contract  with  Neptune  Society,  in a form  satisfactory  to Neptune
          Society and Purchaser,  to perform at-need and  fulfillment  cremation
          services  after the Closing  Date for Neptune  Society,  which will be
          engaged in the business of selling pre-need cremation arrangements;

     (e)  Note Assumption Agreement. Seller, Purchaser, Neptune Society, Neptune
          America and  Greenleaf  shall have  entered  into the Note  Assumption
          Agreement;



                                       25
<PAGE>

     (f)  Security  Agreement.  Seller and Purchaser shall have entered into the
          Security Agreement;

     (g)  Greenleaf Note  Amendment.  Greenleaf shall have amended the Greenleaf
          Note to amend the due date to July 31, 2002;

     (h)  Debenture Assumption Agreement.  Seller,  Purchaser,  Neptune Society,
          Neptune  America  and  CMC  shall  have  entered  into  the  Debenture
          Assumption Agreement;

     (i)  CMC Debenture Amendment. CMC shall have amended the CMC Debenture;

     (j)  Regulatory  Consents:  There shall have been  obtained (or  reasonable
          expectation of such), from all appropriate  federal and state or other
          governmental  or  administrative   bodies,  such  licences,   permits,
          consents, approvals, certificates, registrations and authorizations as
          are required to permit the operation of the Business by the Purchaser.
          Notwithstanding  anything  in this  Section 6.2 to the  contrary,  the
          parties  hereto concur that, as soon as reasonably  possible after the
          Time of  Closing,  Seller will  comply  with the  requisite  licensing
          requirements  and  regulations  of the  Mortuary  Board  necessary  to
          operate the Business;

     (k)  Third-Party  Consents:  There shall have been obtained (or  reasonable
          expectation  of  such),  from  all  appropriate  third  parties,  such
          licences, consents,  approvals,  waivers, agreements,  assignments and
          authorizations as are reasonably  necessary to permit the operation of
          the Business by the Purchaser;

     (l)  Wilhelm Trust Deed:  Purchaser  will have  delivered the Wilhelm Trust
          Deed; and

     (m)  Real  Estate  Closing   Documents:   The  completion  of  all  closing
          documentation  necessary to transfer the  Portland  Property  from the
          Seller to the Purchaser.

     If any of the  conditions  contained  in this  Subsection  6.2 shall not be
     performed  or  fulfilled  at or  prior  to  the  Time  of  Closing  to  the
     satisfaction  of Seller,  acting  reasonably,  Seller may, by notice to the
     Purchaser,  terminate this Agreement and the  obligations of Seller and the
     Purchaser  under this  Agreement,  provided  that  Seller may also bring an
     action  against  the  Purchaser  for damages  suffered by Seller  where the
     non-performance  or non-fulfilment of the relevant condition is as a result
     of a breach of covenant, representation or warranty. Any such condition may
     be waived in whole or in part by Seller  without  prejudice  to any  claims
     they may have for breach of covenant, representation or warranty.

6.3  Parties' Efforts:  The parties shall use reasonable  commercial  efforts to
     satisfy the conditions contained in Section 6.



                                       26
<PAGE>

7.   CLOSING ARRANGEMENTS

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

7.2  Transfer:  At the Time of Closing,  upon  fulfillment of all the conditions
     set out in Section 6 that have not been waived in writing by the  Purchaser
     or Seller as the case may be,  the  Purchaser  will  deliver  the  required
     documents and consideration to Seller's attorney.

7.3  Closing Deliveries.

     (a)  On the Closing Date, Seller will deliver to Purchaser the following:

          (i)  Bill of Sale conveying the Assets to Purchaser;

          (ii) Warranty Deed;

          (iii) Note Assumption Agreement;

          (iv) Debenture Assumption Agreement;

          (v)  Seller's Closing Certificate;

          (vi) Allocation of Purchase Consideration Certificate; and

          (vii) Real Estate documents.

     (b)  On the Closing Date,  Purchaser  will execute and/or deliver to Seller
          the following:

          (i)  Purchaser's Closing Certificate;

          (ii) Service Agreement;

          (iii) Debenture Assumption Agreement;

          (iv) Note Assumption Agreement;

          (v)  Security Agreement;

          (vi) Wilhelm Trust Deed;

          (vii) Allocation of Purchase Consideration Certificate; and

          (viii) Real Estate documents.



                                       27
<PAGE>

7.4  Title Insurance; Closing Costs; Prorations.

     (a)  The Commitment.  Seller shall,  prior to the Closing Date,  furnish to
          Purchaser a commitment  ("Commitment") for an ALTA Form B 1992 Owner's
          Policy of Title Insurance in the amount of $1,500,000  issued by TICOR
          Title Insurance  Company (the "Title Company"),  insuring  Purchaser's
          interest in the Portland Property.

     (b)  Title Policy. Upon closing,  Purchaser shall receive a title insurance
          policy  consistent  with  the  Commitment  and  subject  only  to  the
          Permitted Exceptions (the "Title Policy").

     (c)  Closing Costs; Prorations. Taxes and assessments for the current year,
          utilities  constituting  liens  and  other  items  of  direct  expense
          relating  to the  Portland  Property  shall be prorated as of Closing.
          Seller shall pay any real estate excise taxes,  one-half  (1/2) of the
          Title  Company's  escrow fee, the cost of recording the Warranty Deed,
          and the portion of the premium for the Title  Policy  attributable  to
          standard  coverage.  Purchaser  shall pay one-half  (1/2) of the Title
          Company's  escrow  fee,  and the  portion of the premium for the Title
          Policy attributable to extended coverage or endorsements.

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

8.   SURVIVAL; INDEMNITY

8.1  The covenants,  agreements,  representations  and warranties of the parties
     hereto  contained in this Agreement or in any  certificate or other writing
     delivered  pursuant  hereto or in  connection  herewith  shall  survive the
     Closing, subject to Subsection 8.2. Notwithstanding the preceding sentence,
     any  covenant,  agreement,  representation  or warranty in respect of which
     indemnity  may be sought  under  Subsection  8.2 shall  survive the time at
     which it would otherwise terminate pursuant to the preceding  sentence,  if
     notice of the  inaccuracy  or breach  thereof  giving rise to such right to
     indemnity  shall have been given to the party  against whom such  indemnity
     may be sought prior to such time.

8.2  Indemnification

     (a)  Seller,  Neptune  Society and Neptune  America  hereby  indemnify  the
          Purchaser from and against any and all losses,  liabilities,  damages,
          costs and expenses of any kind



                                       28
<PAGE>

          whatsoever   (including  without  limitation  reasonable  expenses  of
          investigation   and  reasonable   attorney's   fees  and  expenses  in
          connection  with  any  action,  suit or  proceeding  and the  costs of
          cross-claiming or claiming against third parties) ("Damages") which at
          any  time or from  time to time  may be paid,  incurred,  asserted  or
          suffered by the  Purchaser  (1) as a direct or indirect  result of the
          operating  of Seller  and/or the  Business,  or the use of the Assets,
          from July 5, 2000 up to and including the Closing Date  (provided that
          such liability is not the result of any actions taken by the Purchaser
          after the Closing Date) or (2) arising out of any misrepresentation or
          breach of warranty,  covenant or agreement  made or to be performed by
          Seller pursuant to this Agreement, provided, however as follows:

          (i)  no claims shall be made under this  Subsection  8.2(a) unless the
               cumulative  amount of all  claims  under this  Subsection  8.2(a)
               equals or exceeds  $100,000,  save and except for the Liabilities
               arising out of any  misrepresentation or breach of warranty under
               Section 3.10(c), and equals or is less than $1,000,000;

          (ii) no claims  shall be made under this  Section  8.2(a) based on any
               misrepresentation   or  breach  of  warranty  in  the  event  the
               Purchaser,  or any member or manager of the  Purchaser  as of the
               date of this  Agreement,  knew or  should  have  known  that such
               representation or warranty is or might be inaccurate; and

          (iii)no claims  shall be made under this  Subsection  8.2(a) after the
               18 month anniversary of the Closing Date.

     (b)  The Purchaser hereby  indemnifies  Seller against,  and agrees to hold
          them  harmless  from,  any and all Damages  which at any time and from
          time to time may be incurred or suffered by the Seller (1) as a direct
          or indirect result of the operating of the Business, or the use of the
          Assets,  after the Closing Date  (provided  that such liability is not
          the result of any actions  taken by Seller before or after the Closing
          Date)  or (2)  arising  out  of any  misrepresentation  or  breach  of
          warranty,  covenant  or  agreement  made  or to be  performed  by  the
          Purchaser pursuant to this Agreement, provided, however as follows:

          (i)  no claims shall be made under this  Subsection  8.2(b) unless the
               cumulative  amount of all  claims  under this  Subsection  8.2(b)
               equals or exceeds  $100,000  save and except for the  Liabilities
               assumed hereunder,  including the Greenleaf Note and equals or is
               less than $1,000,000;

          (ii) no claims  shall be made under this  Section  8.2(b) based on any
               misrepresentation  or breach of warranty in the event the Seller,
               or any officer



                                       29
<PAGE>

               of the  Seller as of the date of this  Agreement,  knew or should
               have known that such  representation  or  warranty is or might be
               inaccurate; and

          (iii)no claims arising solely out of any  misrepresentation  or breach
               of warranty shall be made under this Subsection  8.2(b) after the
               18-month anniversary of the Closing Date.

8.3  Procedures:

     (a)  Notice:  The  party  seeking   indemnification  under  Subsection  8.2
          ("Indemnified Party") shall give prompt notice to the party or parties
          against whom indemnity is or may be sought (the "Indemnifying  Party")
          of the assertion of any claim, or the commencement of any suit, action
          or proceeding  in respect of which  indemnity may be sought under such
          Subsection 8.2 (collectively, an "Indemnity Claim"). Such notice shall
          include the Indemnified  Party's reasonable  estimate of the potential
          amount of potential losses with respect to such Indemnity Claim;

     (b)  Indemnity Claim Not Involving Litigation:  If the Indemnity Claim does
          not involve a pending suit or proceeding,  then the Indemnifying Party
          shall first have a period of sixty (60) calendar days from the date of
          delivery of notice of an Indemnity  Claim to it (the "Cure Period") to
          cure,  settle or otherwise  resolve the Indemnity  Claim.  During such
          period the Indemnified Party shall provide the Indemnifying Party with
          such  information  and  documentation  as the  Indemnifying  Party may
          reasonably  request  to  assist  the  Indemnifying  Party  in  curing,
          settling  or  resolving  the  Indemnity   Claim.   Any  settlement  or
          resolution of such Indemnity  Claim and the continued  handling of any
          Indemnity  Claim which has not been cured,  settled or resolved within
          the Cure Period,  shall be handled in  accordance  with the balance of
          this Section 8;

     (c)  Defense of  Indemnity  Claim:  The  Indemnifying  Party shall  defend,
          contest  or  otherwise  protect  the  Indemnified  Party  against  any
          Indemnity Claim and shall control the defense and settlement  thereof.
          The Indemnified Party shall have the right, but not the obligation, to
          participate  at its own expense in the  defense  thereof by counsel of
          its own choice. In the event the Indemnifying  Party fails or refuses,
          within a reasonable  period of time after its receipt of notice of the
          Indemnity Claim to defend,  contest or otherwise  protect against such
          Indemnity Claim, then the Indemnified Party shall have the right to do
          so and to control the defense thereof; and

     (d)  Settlement of Indemnity Claim:

          (i)  If  the  Indemnifying  Party  has  assumed  the  defense  of  the
               Indemnity  Claim,  the  Indemnifying  Party  may pay,  settle  or
               compromise  such  Indemnity  Claim  without  the  consent  of the
               Indemnified Party provided that the payment,



                                       30
<PAGE>

               settlement or compromise does not require the  Indemnified  Party
               to take action or refrain from taking action not reasonable under
               the circumstances;

          (ii) If the  Indemnifying  Party  failed  or  refused  to  defend  the
               Indemnity Claim,  then the Indemnified Party shall have the right
               to pay,  settle  or  compromise  such  Indemnity  Claim  provided
               however  that it gives the  Indemnifying  Party at least  fifteen
               calendar  days  prior  written  notice of the  proposed  payment,
               settlement or compromise.  In such event, the Indemnifying  Party
               shall  again have the right to assume and  control the defense or
               participate in the joint defense  thereof within such fifteen day
               period  provided  the  Indemnifying  Party  provides   reasonably
               adequate  assurance to the Indemnified  Party that adequate funds
               exist to fully indemnify the Indemnified Party in respect of such
               Indemnity Claim;

          (iii)Unless   the   Indemnifying   Party  has  failed  or  refused  to
               participate   in  the  defense  of  any  Indemnity   Claim,   the
               Indemnifying Party shall not be liable in respect of losses under
               Subsection  8.2 for any payment,  settlement or compromise of any
               Indemnity Claim effected without its consent, which consent shall
               not be unreasonably withheld; and

          (iv) The Indemnified Party shall cooperate with the Indemnifying Party
               in executing any settlement documents, including releases, as may
               be reasonably requested by the Indemnifying Party.

8.4  Exclusivity  After the Closing,  Subsection  8.2 will provide the exclusive
     remedy for any Indemnity Claim.

9.   GENERAL MATTERS

9.1  Governing  Law and  Arbitration  This  Agreement  shall be  governed by and
     construed   in   accordance   with  the  laws  of  the  State  of   Oregon.
     Notwithstanding  the fact that one or more of the parties to this Agreement
     is now or may become a resident or citizen of a different state, all of the
     terms and conditions set forth herein shall be governed by and construed in
     accordance with the laws of the State of Oregon. Any dispute arising out of
     or in connection with this Agreement,  including any question regarding its
     existence,  validity  or  termination,  shall be  referred  to and  finally
     resolved by  arbitration  under the rules of commercial  arbitration of the
     American Arbitration  Association which rules are deemed to be incorporated
     by reference into this clause.  The number of arbitrators shall be one. The
     place of arbitration shall be Portland, Oregon. The language of arbitration
     shall be English.  The parties  shall be entitled to conduct  discovery  in
     accordance with the Federal Rules of Civil Procedure, subject to limitation
     by the  arbitrator to secure just and efficient  resolution of the dispute.
     If the amount in controversy  exceeds $10,000,  the  arbitrator's  decision
     shall include a statement specifying in reasonable detail the basis for and
     computation of the amount of the



                                       31
<PAGE>

     award,  if any.  The  parties  expressly  waive  and  forego  any  right to
     punitive,  exemplary or other similar damages unless an applicable  statute
     requires  the  award  of such  damages  or  that  compensatory  damages  be
     increased in a specified manner. This provision is not intended to apply to
     any award of arbitration costs to a party to compensate for dilatory or bad
     faith  conduct  in  the  arbitration   pursuant  to  this  paragraph.   The
     substantially  prevailing  parties  shall also be  entitled  to an award of
     their costs and reasonable  attorney's fees.  Judgment upon the arbitration
     award may be entered in any court having competent  jurisdiction.  Nothing,
     herein,  however, shall prevent a party from resort to a court of competent
     jurisdiction in those instances where injunctive relief may be appropriate.

9.2  Entire Agreement;  Amendment:  Except as may be otherwise  expressly agreed
     between the parties in writing,  this  Agreement,  including any agreements
     contemplated  herein,  constitutes the entire agreement between the parties
     pertaining  to the  purchase and sale of the Assets and  assumption  of the
     Liabilities and there are no oral statements,  warranties,  representations
     or other  agreements  between or among the parties in  connection  with the
     purchase and sale of the Assets and assumption of the Liabilities except as
     specifically  set forth or  referred  to herein.  No  amendment,  waiver or
     termination of this Agreement  shall be binding unless  executed in writing
     by the party or parties to be bound thereby.  No waiver of any provision of
     this  Agreement  shall be deemed or shall  constitute a general waiver or a
     waiver  of any other  provision  nor shall  any such  waiver  constitute  a
     continuing waiver unless otherwise  expressly  provided nor estop any party
     from  demanding  that the other  parties  fully  perform all  promises  and
     obligations  contained herein and shall in no way affect any party's rights
     to enforce the same. A waiver by any party of any breach of this  Agreement
     shall  not be held to be a waiver of any  succeeding  breach or a waiver of
     this non-waiver clause.

9.3  Assignment:  Seller  will not  assign  their  interests  in this  Agreement
     without prior written consent of the Purchaser,  which assignment shall not
     be  unreasonably  withheld.  The Purchaser will not assign its interests in
     this Agreement  without prior written consent of Seller,  which  assignment
     shall not be unreasonably withheld.

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

9.5  Confidential  Information:  Each of the parties hereto  covenant to hold in
     strict   confidence  all  information   obtained  in  connection  with  the
     transactions which are the subject matter of this Agreement,  including but
     not limited to  financial  statements,  business  records,  customer  list,
     buying book, vendor list,  distributor list,  supplier list, whether marked
     "confidential"  or not, will be held in strict  confidence  and will not be
     copied or disclosed  without the express consent of the other party. If the
     purchase and sale of the Assets and  assumption of the  Liabilities  is not
     consummated,  this covenant  shall  continue in full force and effect.  All
     confidentiality obligations of the Purchaser with respect to the Assets and
     Liabilities shall



                                       32
<PAGE>

     cease upon Closing. Notwithstanding the Closing, the Purchaser covenants to
     maintain as confidential all confidential  information  respecting  Seller,
     not related to the Assets and  Liabilities,  in the Purchaser's  possession
     prior to  Closing  and all  information  obtained  in  connection  with the
     transactions  which are the subject matter of this Agreement  other than as
     may be  required to be  disclosed  by law and other than  information  that
     becomes  generally  available  to the  public  other  than as a result of a
     disclosure by the Purchaser or its representatives.

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

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

9.8  Notices:  Any notice or other  communication  required or  permitted  to be
     given  hereunder  shall be in writing and  delivered  or sent by  overnight
     mail,  overnight delivery or telefax and, if telefaxed,  shall be deemed to
     have been  received on the next  Business  Day  following  transmittal  and
     acknowledgment  of  receipt  by  the  recipient's  telefax  machine  or  if
     delivered  by hand shall be deemed to have been  received at the time it is
     delivered.  Notices  addressed to an  individual  shall be validly given if
     left on the premises  indicated  below.  Notice of change of address  shall
     also be  governed  by this  Subsection  .  Notices  shall be  delivered  or
     addressed as follows:

     If to Seller:

                  c/o Neptune Management Corp.
                  Neptune Society
                  3500 West Olive, Suite 1430
                  Burbank, CA 91505

                  with copy to:

                  Dorsey & Whitney LLP
                  1420 Fifth Avenue, Suite 3400
                  Seattle, Washington  98101
                  Attn:  Randal Jones, Esq.



                                       33
<PAGE>


     If to the Purchaser:

                  Western Management Services, L.L.C.
                  Attention:  Michael C. Ashe
                  6637 SE Milwaukie Avenue
                  Portland, OR 97202

                  with a copy to:

                  Steven D. Adler, P.C.
                  2130 NE Klickitat Street
                  Portland, OR 97212-2459

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

9.9  Time is of the Essence: Time shall be of the essence of this Agreement.

9.10 Severability:  If any covenant,  obligation or agreement of this Agreement,
     or the  application  thereof to any Person or  circumstance  shall,  to any
     extent, be invalid or unenforceable, the remainder of this Agreement or the
     application  of such  covenant,  obligation  or  agreement  to  Persons  or
     circumstances  other  than  those  as  to  which  it  is  held  invalid  or
     unenforceable,  shall not be affected thereby and each covenant, obligation
     and agreement of this Agreement  shall be separately  valid and enforceable
     to the fullest extent permitted by the law.

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

9.12 Binding Effect: The provisions of this Agreement shall inure to the benefit
     of and be binding on the  parties,  their  successors,  assigns,  and legal
     representatives.  The term "successor"  includes any Person who succeeds to
     any  rights  or  obligations  under  this  Agreement,  whether  by  merger,
     consolidation, transfer of all or substantially all assets, or otherwise.

9.13 Attorney's  Fees:  In the  event the  services  of an  attorney  at law are
     necessary  to enforce any of the terms of this  Agreement or to resolve any
     disputes  arising  hereunder  outside the confines of Subsection 9.1 above,
     the prevailing  party shall be entitled to recover its costs and reasonable
     attorney's fees from the losing party as determined at trial or on appeal.

9.14 Third-Party  Beneficiaries:  The  provisions of this Agreement are intended
     solely for the benefit of the parties  hereto and shall create no rights or
     obligations enforceable by any third



                                       34
<PAGE>


     party,  including  creditors  of any party,  except as  otherwise  provided
     herein or by applicable law.

        [This space intentionally left blank - signature page to follow]













                                       35
<PAGE>


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

Wilhelm Mortuary, Inc.                      Western Management Services, L.L.C.


Per: /s/ David Schroeder                      Per: Michael Ashe
    ------------------------                       -------------------------
    Authorized Signatory                           Authorized Signatory



The Neptune Society, Inc.


Per: /s/ David Schroeder
    ------------------------
    Authorized Signatory


Neptune Society of America, Inc.


Per: /s/ David Schroeder
    ------------------------
    Authorized Signatory








                                       36
<PAGE>

                                   SCHEDULE A

                           LIST OF INSURANCE POLICIES

[Need list to attach]















                                       1
<PAGE>

                                   SCHEDULE B

                            LIST OF INTANGIBLE ASSETS



1.   Trade Names:

     a)   Wilhelm Funeral Home

     b)   Wilhelm Funeral Home & Crematory

     c)   Wilhelm Mortuary

     d)   Wilhelm Crematory

     e)   AAA Cremation Company

     f)   Oregon Cremation Company

     g)   Oregon Cremation & Burial Company

     h)   Heritage Memorial

     i)   The Heritage Society

     j)   Heritage Cremation Society

     k)   Heritage Memorial Society

     l)   Heritage Memorial Cremation Society


2.   The Director's Assistant Software and Accounting Package





                                       1
<PAGE>

                                   SCHEDULE C

                        DESCRIPTION OF PORTLAND PROPERTY


Lots 1 and 2 and the East  one-half  of Lots 5, 6, 7 and 8,  Block 3,  CITY VIEW
PARK ADDITION TO THE CITY OF EAST PORTLAND,  in the City of Portland,  County of
Multnomah, State of Oregon


SUBJECT, HOWEVER, TO THE FOLLOWING:

     o    Taxes for the fiscal year 2001-2002 a lien not yet payable.

     o    Trust  Deed,  including  the terms and  provisions  thereof,  given to
          secure an indebtedness of $1,000,000.00

          Dated:           July 5, 2000
          Recorded:        July 18, 2000 as Fee No. 2000-098983
          Grantor:         Wilhelm Mortuary, Inc.
          Trustee:         Ticor Title Insurance Company
          Beneficiary:     Community Memorial Centers, L.L.C., an Oregon limited
                            liability company

     o    Trust  Deed,  including  the terms and  provisions  thereof,  given to
          secure an indebtedness of $1,575,000

          Dated:           August 6, 2001
          Recorded:        August 8, 2001 as Fee No. 2001-124418
          Grantor:         Wilhelm Mortuary, Inc.
          Trustee:         First American Title Insurance Company of Oregon
          Beneficiary:     Green Leaf Investors I, LLC





                                       1
<PAGE>

                                   SCHEDULE D


                              LIST OF LEASED ASSETS

                                         Monthly Payment
In Agreement with     Nature of Lease        Schedule          Expiry Date
-----------------     ---------------    ----------------      -----------



Portland Typewriter   Mita copy machine      $115.00          October 8, 2003


Bronson Mini Storage  Archives Storage       $247.00          Month to Month


Macke Water Systems   Water filter           $30.00           Month to Month
                        and cooler

TRM Copy Co.          TRM Copy machine       125.00           April 5, 2004







                                       1

<PAGE>

                                   SCHEDULE E


                    LIST OF OTHER OPERATING AND FIXED ASSETS


CASKET SELECTION ROOM

1 Marble display end table
1 Wood display end table
1 Picture
2 Leather lounge chairs
1 Silk tree
1 Silk floor plant


PORCH OFFICE

2 Wood desks
1 Wood computer desk
1 Computer dataguard
1 HP monitor
1 HP computer tower
1 HP laser jet printer
1 IBM typewriter
1 Metal typewriter stand
1 Metal four drawer filing cabinet
1 Metal tow drawer filing cabinet
3 Swivel office chairs
1 Panafax laser fax machine
2 Calculators
1 TV monitor


MAIN 1ST FLOOR ARRANGEMENT OFFICE

1 Wood conference table
6 Wood and fabric conference chairs
1 Wood lateral filing cabinet
1 Picture
2 Wall urn displays
1 Metal five drawer filing cabinet
1 Public Address system for chapel
1 CD player
1 Dual cassette tape player



                                       4
<PAGE>

1ST FLOOR FOYER

1 Metal attached to wall drinking fountain
1 Wood two drawer side table
2 Mirrors
3 Wood end tables
6 Fabric chairs
1 Fabric love seat
4 Fabric high back chairs
2 Fabric lounge chairs
6 Pictures
2 Metal lighted register stands
3 Metal touchier lamps
5 Small silk plants
1 Wood grandfathers clock


VIEWING ROOM #1

1 Wood side table
2 Wood and fabric conference chairs
1 Glass base floor lamp
6 Small pictures


VIEWING ROOM #2

1 Old electric organ
1 Catholic funeral set up
2 Fabric chairs
3 Wood easels
1 Picture


CHAPEL

6 Crystal hanging chandeliers
1 Wood urn display and desk combo unit
1 Wood podium
1 Microphone
2 Wood side tables
1 Fabric podium chair
1 Wood table
15 Fabric pews



                                       5
<PAGE>

CHAPEL FAMILY ROOM

1 Picture
20 Fabric chairs
1 Hanging lamp shade
1 Glass base floor lamp


1ST FLOOR BACK FUNERAL DIRECTOR'S OFFICE

1 Vacuum
3 Wood folding chairs
2 Metal four drawer filing cabinets
1 Wood two drawer filing cabinet
1 Wood desk
1 Swivel chair
1 IBM typewriter
1 14" monitor
1 CTC computer tower
1 HP laser jet printer
2 Wood wall mounted shelves
1 Electric elevator - Stops on four floors
Misc. memorial folders and memorial register books


2ND FLOOR MANAGER'S OFFICE
1 Wood desk
1 Swivel desk chair
1 Wood and fabric side chair
1 Computer desk
1 Wood fax table
1 Computer dataguard
1 HP inkjet printer
1 HP computer tower
1 HP monitor
1 Four drawer wooden filing cabinet
2 Wood desktop filers


2ND FLOOR ACCOUNTING OFFICE

1 Wood three piece sectional desk
1 HP laser jet printer
1 Computer dataguard
1 HP monitor



                                       6
<PAGE>

1 HP computer tower
1 Cannon calculator
1 Wood desktop filers
1 Wood two drawer filing cabinet
1 Wood bookcase
4 Metal four drawer filing cabinets
2 Swivel desk chairs
1 Window mounted AC unit
1 Desk Lamp


2ND FLOOR LOFT STORAGE

5 Metal four drawer vertical pre-need filing cabinets
3 Open metal file racks
1 Metal four drawer filing cabinet
1 Metal two drawer filing cabinet
1 Wood bookshelves
1 Open small metal file rack
Miscellaneous printed supplies


2ND FLOOR FUNERAL DIRECTORS OFFICE

2 Wood Desk
2 Wood computer desks
1 Wood printer table
1 Wood typewriter stand
6 Swivel desk chairs
2 Wood two drawer under desk file cabinets
2 HP monitors
2 HP computer towers
1 Oki laser printer
1 HP Inkjet printer
1 HP Scanner
2 Wood desktop filers
1 IBM typewriter
6 Plastic floor mat protectors
1 Window mounted AC unit
1 TV monitor
1 Office fan on metal stand 3 Calculators



                                       7
<PAGE>

2ND FLOOR KITCHEN

1 Microwave
1 Metal four drawer filing cabinet
1 Metal five drawer vertical filing cabinet
Misc. Office supplies - pens - tape - paper clips - rubber bands


2ND FLOOR ARRANGEMENT OFFICE

1 Glass conference table
3 Wood rolling conference chairs
2 Wall urn displays
2 Urn pedestals
1 Wood two drawer file cabinet
1 Picture


BASEMENT OPERATING AND PREPARATION ROOM

2 PE-10 embalming machines
5 Metal and wood dressing tables
2 Porcelain embalming tables
Misc. embalming instruments
Misc. Supply of embalming fluids, supplies and trocars


BASEMENT OFFICE

2 Wood desks
1 IBM typewriter
1 Swivel chair
1 Wood side chair
1 Metal five drawer filing cabinet
2 Metal four drawer filing cabinets
4 Metal two drawer filing cabinets
3 Wood shelves


BASEMENT STORAGE AREA

4 Wood and metal cremation church trucks
3 Metal casket church trucks
3 Metal three drawer filing cabinets
1 Metal "Macy" safe
1 Metal "The Dick" safe
1 EXT Panasonic electronic phone board
1 Minuteman 300 battery phone system back-up power source



                                       8
<PAGE>

15 Panasonic phones located in offices throughout building
2 Metal four drawer filing cabinets
1 Metal body lift


CREMATORY SECONDARY BUILDING

1 IEE cremains processor
1 Metal hooded fan
1 Wood desk
2 Metal shelves
2 Metal casket lifts with rollers
1 Metal three shelves storage cabinet
3 Metal crematory cleaning and body manipulation tools


OFF-SITE BRONSON ROAD STORAGE FACILITY

2 Metal four drawer filing cabinets
2 Metal two drawer filing cabinets
Misc. cardboard file boxes of archive case files 1905-1999





                                       9
<PAGE>

                                   SCHEDULE F

                           LIST OF PRE-NEED CONTRACTS


                  List of Pre-Need Contracts - Insurance Funded



Carrier                               Number of               Total Face Amount
                                  Individual Policies       of Policies in Force
                                      in Force

                                                Beneficiary Wilhelm Funeral Home



Great Western Life                      91                     $195,332.00

United Heritage                        441                     $569,741.39



                                                   Beneficiary Heritage Memorial

Great Western Life                      53                      $60,422.00

United Heritage                       1844                   $1,149,651.83

Homesteaders                            11                       $8,234.04

Fore Thought                            70                      $86,514.19

GE Capital Life                          8                       $5,020.49

    Total all Policies                 2591                   $2,074,915.94
         in Force



                                       10
<PAGE>

                                   SCHEDULE G


                            LIST OF SPECIFIED ASSETS


1.       Crawford C100 Crematory Unit

2.       Crawford C100 Crematory Unit

3.       7 Person Body Cooler

4.       Power Pak Model II Crematory Unit, serial 30740997








                                       11
<PAGE>

                                   SCHEDULE H


                             LIST OF TRUST ACCOUNTS


     Trusts Held with          Number of Individual       Total Amount in Trust
                                  Trust Accounts


                                                            Wilhelm Funeral Home



   American Funeral and                 139                    $272,008.09
  Cemetery Trust Services


                                                               Heritage Memorial


   American Funeral and                 212                    $134,159.49
  Cemetery Trust Services


 Total all Trust Accounts               351                    $406,167.58







                                       12
<PAGE>



                                   SCHEDULE I


                     SELLER'S UNAUDITED FINANCIAL STATEMENTS







                                       13
<PAGE>


                                   SCHEDULE J


                            [INTENTIONALLY LEFT BLANK








                                       14
<PAGE>



                                   SCHEDULE K


                      LIST OF EMPLOYEES, EMPLOYMENT MATTERS
                           AND EMPLOYEE BENEFIT PLANS








                                       15
<PAGE>



                                   SCHEDULE L

                           LIST OF MATERIAL CONTRACTS







                                       16
<PAGE>



                                   SCHEDULE M

                                REQUIRED CONSENTS



<PAGE>



                                   SCHEDULE N

                                SERVICE AGREEMENT




<PAGE>


                                   SCHEDULE O

                         DEBENTURE ASSUMPTION AGREEMENT








                                       17
<PAGE>



                                   SCHEDULE P

                            NOTE ASSUMPTION AGREEMENT








                                       18
<PAGE>



                                   SCHEDULE Q

                               SECURITY AGREEMENT








                                       19
<PAGE>

                                   SCHEDULE R

                ALLOCATION OF PURCHASE CONSIDERATION CERTIFICATE


1.1  The Purchase Price shall be allocated amongst the Assets as follows:

     Description                                 Purchase Price

     Personal Property/Business Assets           $1,000,000
     Real Property                               $1,500,000
                                                 ==========
         TOTAL                                   $2,500,000


     IN WITNESS WHEREOF the parties hereto have executed this  Certificate as of
March 8th, 2002.

Wilhelm Mortuary, Inc.                      Western Management Services, L.L.C.


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


Neptune Society, Inc.


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


Neptune Society of America, Inc.


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



                                       20
<PAGE>

                                   SCHEDULE S

                          SELLER'S CLOSING CERTIFICATE

                          SELLER'S CLOSING CERTIFICATE



From:  Wilhelm Mortuary, Inc., an Oregon corporation ("Wilhelm")
       The Neptune Society, Inc., a Florida corporation ("Neptune Society")
       Neptune Society of America, a California corporation ("Neptune America")


To:    Western Management Services, L.L.C. ("Western")


With Respect To:


A. That  certain  Asset  Purchase  Agreement  dated as of January  31, 2002 (the
"Asset  Purchase  Agreement")  by and among Neptune  Society,  Neptune  America,
Wilhelm  and Western in  connection  with the sale of  substantially  all of the
assets and business of Wilhelm (the "Wilhelm Assets"); and

B.  Those  certain  agreements  contemplated  in the Asset  Purchase  Agreement,
including but not limited to the Service Agreement,  Note Assumption  Agreement,
Debenture Assumption Agreement and Security Agreement.

1.   Wilhelm,   Neptune  Society  and  Neptune  America  hereby  certifies,   in
     accordance with Subsection 6.1(a) of the Asset Purchase Agreement, that all
     representations  and warranties  contained in the Asset Purchase  Agreement
     are true and correct in all material respects as at the date hereof.

2.   Wilhelm hereby certifies, in accordance with Subsection 6.1(b) of the Asset
     Purchase  Agreement,  that all covenants and  agreements of Wilhelm and all
     other terms of the Asset  Purchase  Agreement  have been  complied  with or
     performed by Wilhelm as of the date hereof.



Dated as of the March 8th, 2002



                                       21
<PAGE>

WILHELM MORTUARY, INC.


Per:
      --------------------------------------
      David Schroeder, Authorized Signatory


THE NEPTUNE SOCIETY, INC.


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

NEPTUNE SOCIETY OF AMERICA, INC.


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






                                       22
<PAGE>

                                   SCHEDULE T

                         PURCHASER'S CLOSING CERTIFICATE

From:    Western Management Services, L.L.C. ("Western")

To:      Wilhelm Mortuary, Inc. ("Wilhelm")

With Respect To:

A. That  certain  Asset  Purchase  Agreement  dated as of January  31, 2002 (the
"Asset Purchase  Agreement") by and among The Neptune  Society,  Inc., a Florida
corporation,  Neptune Society of America, a California corporation,  Wilhelm and
Western  in  connection  with the sale of  substantially  all of the  assets and
business of Wilhelm (the "Wilhelm Assets"); and

B.  Those  certain  agreements  contemplated  in the Asset  Purchase  Agreement,
including but not limited to the Service Agreement,  Note Assumption  Agreement,
Debenture Assumption Agreement and Security Agreement.

1.   Western hereby certifies, in accordance with Subsection 6.2(a) of the Asset
     Purchase Agreement,  that all  representations and warranties  contained in
     the Asset Purchase  Agreement are true and correct in all material respects
     as at the date hereof.

2.   Western hereby certifies, in accordance with Subsection 6.2(b) of the Asset
     Purchase  Agreement,  that all covenants and  agreements of Western and all
     other terms of the Asset  Purchase  Agreement  have been  complied  with or
     performed by Western as of the date hereof.


Dated as of the March 8th, 2002


WESTERN MANAGEMENT SERVICES, L.L.C.


Per:
     ------------------------------------
     Michael Ashe, Authorized Signatory



                                       23
<PAGE>


                                   SCHEDULE U

                                  BILL OF SALE

                                  BILL OF SALE

THIS BILL OF SALE is given  pursuant to the Asset Purchase  Agreement  dated for
reference the 31st day of January,  2002 (the "Asset Purchase Agreement") by and
among Western Management  Services,  L.L.C., an Oregon limited liability company
(the "Purchaser") and Wilhelm Mortuary,  Inc., a company  incorporated under the
laws of the State of Oregon (the "Vendor").  The capitalized terms not otherwise
defined  herein  have  the  meanings  assigned  to  them in the  Asset  Purchase
Agreement.

1. The Vendor,  in  consideration  of the payments  made by the Purchaser to the
Vendor  pursuant  to  the  Asset  Purchase  Agreement,  hereby  sells,  conveys,
transfers,  assigns and delivers to the Purchaser, to and for the benefit of the
Purchaser and its successors and assigns, to have and to hold all in singular to
its own use forever, all right, title and interest in and to all of the Assets.

2. The Vendor  hereby  confirms that the Purchaser is entitled to all the rights
regarding  the  representations  and  warranties  with  respect to the Assets in
accordance  with the terms of, and subject to the  limitations  included in, the
Asset Purchase Agreement.

3. The Vendor hereby  constitutes  and appoints the Purchaser and its successors
and  assigns  as  the   attorney-in-fact  of  the  Vendor  with  full  power  of
substitution,  to  institute  and  prosecute,  in the name of the  Vendor or the
Purchaser  but on behalf of and for the  benefit  of the  Purchaser,  and at the
expense of the Purchaser, all proceedings which the Purchaser may deem desirable
to collect, assert or enforce any claim, right or title of any kind in or to the
Assets and to defend and  compromise  any and all actions,  suits or proceedings
which the owner of the Assets is  entitled to defend or  compromise.  The Vendor
agrees that the foregoing  powers are coupled with an interest and are and shall
be  irrevocable  by the Vendor in any manner or for any  reason  (including  the
dissolution of the Vendor).

4. The Vendor  agrees that, at any time and from time to time after the delivery
hereof,  it  will,  upon  the  reasonable  request  of the  Purchaser,  take all
appropriate   action  and  execute  and  deliver  all   appropriate   documents,
instruments  and conveyances of any kind which may be desirable to carry out the
provisions of this Bill of Sale.

5. This Bill of Sale shall be governed by, and construed in accordance with, the
laws of the  State  of  Oregon,  without  giving  effect  to the  principles  of
conflicts with laws thereof.



                                       24
<PAGE>

IN WITNESS WHEREOF the parties hereto have executed this Bill of Sale as of the
8th day of March, 2002.


WESTERN MANAGEMENT SERVICES, L.L.C.


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


WILHELM MORTUARY, INC.



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




                                       25
<PAGE>

                                   SCHEDULE V

                                  WARRANTY DEED








                                       26
<PAGE>

                                   SCHEDULE W

                          REAL ESTATE CLOSING DOCUMENTS






                                       27
<PAGE>


                                   SCHEDULE X

                               WILHELM TRUST DEED










                                       28