EXHIBIT 10.59





                              AMENDED AND RESTATED
                       EMPLOYMENT AGREEMENT BY AND BETWEEN
                   THE NEPTUNE SOCIETY, INC. AND MARCO MARKIN



     AMENDED AND RESTATED  AGREEMENT,  dated as of March 12, 2004 by and between
The Neptune Society,  Inc., a Florida  Corporation;  Neptune Society of America,
Inc., a California  Corporation;  Neptune Management  Corporation,  a California
Corporation;  Heritage Alternatives, Inc., a California Corporation; and Trident
Society, Inc., a California Corporation,  (collectively the "Neptune Society" or
the "Company") and Marco Markin (the "Executive").

     WHEREAS,  the Company and the Executive  entered into a written  employment
agreement dated as of June 6, 2001, which was amended by written agreement dated
February 10, 2003 (the "2001 Employment Agreement"); and

     WHEREAS, the Company and the Executive have disagreed on the interpretation
of  certain  provisions  in  the  2001  Employment   Agreement  related  to  the
Executive's  option to convert his  compensation  into shares of common stock of
the Neptune Society, Inc.; and

     WHEREAS, the Company recognizes that the Executive has faithfully performed
his duties and possesses  unique talents and abilities which are integral to the
success of the Company; and

     WHEREAS, the Company wishes to secure the Executive's services, among other
things, to assure a smooth transition in the event of a change of control of the
Company; and

     WHEREAS,  the  Executive  and the  Company  wish to resolve  their  dispute
respecting  the terms of the 2001  Employment  Agreement  by  restructuring  the
compensation  paid  to  the  Executive  in the  event  of a  termination  of his
employment  or change of control of the Company and by extending the term of the
Executive's employment with the Company; and

     WHEREAS,  the Company and the Executive have  determined  that it is in the
best interests of the Company and its shareholders to amend and restate the 2001
Employment Agreement in its entirety as set forth in this Agreement;

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants set
forth below, the parties hereby agree as follows:

     0.1 The 2001  Employment  Agreement is deleted in its entirety and replaced
with this Agreement.

     1.  Employment.  The Company hereby agrees to employ the Executive as Chief
Executive Officer and Chairman of the Board of Directors of the Company, and the
Executive  hereby  accepts  employment,  on the terms and  conditions  set forth
below.

     2.  Term.  The  Executive's   employment  by  the  Company  hereunder  (the
"Employment  Period") shall begin on January 1, 2001 as Chief Executive  Officer
of the Company (the "Effective  Date") and end on December 31, 2007.  Unless the
Executive has delivered  written notice to the contrary 90 days prior to the end
of any Employment Period, the Employment Period shall be automatically


<PAGE>


extended for successive one-year periods (the "Executive's Annual  Extensions"),
up to a maximum of three (3)  one-year  periods,  i.e.,  through  and  including
December 31, 2010.

     3. Position and Duties. During the Employment Period, Executive shall serve
as the Chief Executive Officer,  Chairman of the Board of Directors and Director
on the Board of Directors (the "Board") of the Company,  with such authority and
responsibilities,  including Company-wide executive,  administrative and finance
as are  normally  associated  with  and  appropriate  for  such  positions.  The
Executive shall report  directly to the Board of Directors.  The Executive shall
devote  substantially  all of his working time,  attention  and energies  during
normal  business  hours (other than  absences due to illness or vacation) in the
performance of his duties for the Company.  Notwithstanding the above, Executive
shall be permitted,  to the extent such  activities  do not  interfere  with his
performance of his duties and responsibilities hereunder or violate Section 9(a)
or (b) of this  Agreement,  to (i) manage his financial and legal affairs,  (ii)
serve on civic or charitable boards or committees (it being expressly understood
and agreed that the  Executive's  continuing  to serve on any such board  and/or
committees on which he is serving, or with which he is otherwise associated,  as
of the Effective  Date, not to interfere with his  performance of his duties and
responsibilities under this Agreement), (iii) serve on boards of other companies
and (iv) make  personal  appearances  and lectures,  and the Executive  shall be
entitled to receive and retain all  remuneration  received by him from the items
listed in clauses (i) through (iv) of this paragraph.

     4. Place of Performance.  During the Employment  Period,  the Company shall
maintain  executive  offices  for the  Executive  in the  greater  Los  Angeles,
California area and the executive shall not be required to relocate to any other
location.  During the Employment Period, the Company shall provide the Executive
with an office  and  staff  normally  associated  with and  appropriate  for the
discharge of his  responsibilities.  During the Employment  Period,  the Company
shall  provide  housing  costs in an amount  that allows  Executive  to maintain
housing  equal  to the  standard  Executive  was  accustomed  to  prior to being
required to move to California.

     5. Compensation and Related Matters.

     (a) Base Salary.  During the Employment  Period,  the Company shall pay the
Executive  a base salary at the rate of not less than  $200,000  per year ("Base
Salary").  The  Executive's  Base Salary  shall be paid in  approximately  equal
installments in accordance with the Company's  customary payroll  practices.  If
the  Executive's  Base Salary is increased by the Company,  such  increased Base
Salary shall then constitute the Base Salary for all purposes of this Agreement.
$30,000 ("Deferred Salary") of Base Salary shall be deferred until the Company's
Operating  Cash Flows  defined as net income plus bonus  compensation  plus cash
interest  expense plus non-cash  expenses plus net change in working  capital in
accordance with generally accepted accounting principles) are sufficient to make
the  entire  Deferred  Salary  payment,  or  portion  thereof.   Upon  achieving
sufficient  Operating Cash Flows,  Executive  shall not be required to defer any
portion of Base Salary.  At the commencement of the first of Executive's  Annual
Extensions,  if any,  Executive's Base Salary shall be increased by a minimum of
five percent (5%) of the total compensation then being paid to Executive,  i.e.,
including Base Salary,  Annual Bonus, housing costs, and automobile and business
expenses.  It is  agreed  that as of the  date of  this  Agreement,  Executive's
minimum annual total  compensation is equal to $406,000.  At the commencement of
each subsequent  Executive's Annual Extensions,  if any, Executive's Base Salary
shall  be  additionally  increased  by a



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<PAGE>


minimum of five  percent (5%) of any increase  over the  subsequent  year of the
Executive's  housing costs,  automobile  expense and business and  entertainment
allowance.

     (b) For each full fiscal  year of the  Company  that begins and ends during
the Employment  Period,  the Executive  shall be eligible to earn an annual cash
bonus (the "Annual Bonus") in such amount as shall be determined by the Board or
the Compensation Committee of the Board (the "Compensation  Committee") based on
the achievement by the Company of performance  goals established by the Board or
the Compensation  Committee for each such fiscal year, which may include targets
related to the Operating  Cash Flows of the Company;  provided,  that the Annual
Bonus shall be no less than 50% of Base  Salary.  The Board or the  Compensation
Committee shall establish  objective criteria to be used to determine the extent
to which performance goals have been satisfied.

     (c)  Automobiles.  The Company shall  provide the Executive  with a monthly
automobile allowance of no less than $1,000.

     (d) Business,  Travel and Entertainment Expenses. The Company shall provide
the Executive  with a monthly  business and  entertainment  allowance of no less
than  $1,000.  The  Company  shall  promptly  reimburse  the  Executive  for all
business,  travel and  entertainment  expenses  consistent  with the Executive's
titles including, without limitation, first class transportation or travel.

     (e) Vacation. The Executive shall be entitled to four weeks of vacation per
year  during the first two years;  five weeks of  vacation  per year  during the
third and fourth years;  six weeks of vacation  during the five and sixth years;
seven weeks of vacation during the seventh and eighth years;  and eight weeks of
vacation  after the  eighth  year of  service.  Vacation  not taken  during  the
applicable fiscal year (but not in excess of two weeks) shall be carried over to
the next following fiscal year.

     (f) Welfare,  Pension and Incentive  Benefit  Plans.  During the Employment
Period, the Executive (and his eligible spouse and dependents) shall be entitled
to participate in all the welfare  benefit plans and programs  maintained by the
Company  from time to time for the benefit of its senior  executives  including,
without limitation, all medical, hospitalization, dental, disability, accidental
death and  dismemberment  and travel accident  insurance plans and programs.  In
addition,  during the  Employment  Period,  the  Executive  shall be eligible to
participate in all pension, retirement, savings and other employee benefit plans
and programs  maintained from time to time by the Company for the benefit of its
senior executives.

     (g) Dues. During the Employment  Period,  the Company shall pay or promptly
reimburse  the  Executive  for  annual  dues  for  membership  in  the  American
Management   Association,   National  Association  of  Accountants  and  similar
organizations.

     6.  Termination.  The  Executive's  employment  hereunder may be terminated
during the Employment Period under the following circumstances:

     (a) Death.  The Executive's  employment  hereunder shall terminate upon his
death.




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<PAGE>

     (b)  Disability.  If,  as a result  of the  Executive's  incapacity  due to
physical  or  mental  illness  as  determined  by a  physician  selected  by the
Executive,  and reasonably  acceptable to the Company,  (i) the Executive  shall
have  been  substantially  unable  to  perform  his  duties  hereunder  for  six
consecutive  months, or for an aggregate of 180 days during any period of twelve
consecutive  months  and  (ii)  within  thirty  days  after  written  Notice  of
Termination  is given to the Executive  after such six- or twelve- month period,
the Executive  shall not have  returned to the  substantial  performance  of his
duties on a full-time  basis,  the Company shall have the right to terminate the
Executive's employment hereunder for "Disability".

     (c) Cause.  The Company shall have the right to terminate  the  Executive's
employment for "Cause." For purposes of this  Agreement,  the Company shall have
"Cause" to terminate the Executive's employment only upon the Executive's:

          (i) conviction of a felony or willful gross misconduct that, in either
case,  results  in  material  and  demonstrable  damage to the  business  of the
Company; or

          (ii)  willful and  continued  failure to perform his duties  hereunder
(other  than such  failure  resulting  from the  Executive's  incapacity  due to
physical or mental  illness or after the issuance of a Notice of  Termination by
the  Executive for Good Reason)  within  thirty  business days after the Company
delivers to him a written demand for performance  that  specifically  identifies
the actions to be performed.

     For  purposes  of  this  Section  6(c),  no  act or  failure  to act by the
Executive shall be considered  "willful" if such act is done by the Executive in
the good faith belief that such act is or was to be beneficial to the Company or
one or more of its businesses,  or such failure to act is due to the Executive's
good faith belief that such action would be materially harmful to the Company or
one of its  businesses.  Cause shall not exist  unless and until the Company has
delivered to the Executive a copy of a resolution  duly adopted by a majority of
the  Board at a meeting  of the Board  called  and held for such  purpose  after
reasonable  (but in no event less than thirty days) notice to the  Executive and
an opportunity for the Executive,  together with his counsel, to be heard before
the  Board,  finding  that in the good faith  opinion of the Board that  "Cause"
exists,  and specifying  the  particulars  thereof in detail.  This Section 6(c)
shall not prevent  the  Executive  from  challenging  in any court of  competent
jurisdiction the Board's  determination  that Cause exists or that the Executive
has failed to cure any act (or failure to act) that purportedly formed the basis
for the Board's determination.

     (d) Good Reason.  The  Executive may  terminate  his  employment  for "Good
Reason" after giving the Company  detailed written notice thereof if the Company
shall have failed to cure the event or circumstance  constituting  "Good Reason"
within ten business days after receiving such notice. Good Reason shall mean the
occurrence of any of the following  without the written consent of the Executive
or his approval in his capacity as a Board Member:

          (i) the assignment to the Executive of duties  inconsistent  with this
Agreement or a change in his titles or authority;

          (ii) any failure by the Company to comply with Section 5 hereof in any
material way;



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<PAGE>

          (iii) the  requirement of the Executive to relocate to locations other
than those provided in Section 4 hereof;

          (iv) the failure of the  Company to comply  with and  satisfy  Section
12(a) of this Agreement;

          (v) the  Company,  other than  through the  actions of the  Executive,
intentionally  violates any federal or state law or  regulation  that results in
material  and  demonstrable  damage to the  business of the  Company  and/or the
reputation of the Executive;

          (vi) any material breach of this Agreement by the Company;

          (vii) the Company  loses or is unable to renew any  funeral  director,
crematory, pre-need or other license necessary to carry on a material portion of
the Company's  business in any State in which the Company is currently  licensed
as a result of a Change in Control of the Company as defined in Section  6(g) of
this Agreement; or

          (viii) the Company  engages in a material  transaction or transactions
out of the  ordinary  course of business  that  materially  affects the on-going
business of the Company.

     The Executive's right to terminate his employment hereunder for Good Reason
shall not be affected by his incapacity due to physical or mental  illness.  The
Executive's continued employment shall not constitute consent to, or a waiver of
rights  with  respect  to, any act or failure to act  constituting  Good  Reason
hereunder.

     (e)  Without  Cause.  The Company  shall have the right,  at any time after
February 28, 2005, to terminate the  Executive's  employment  hereunder  without
Cause by providing the Executive with a Notice of Termination.

     (f) Without Good Reason.  The  Executive  shall have the right to terminate
his  employment  hereunder  without Good Reason by providing  the Company with a
Notice of Termination.

     (g) Change of Control.  The Executive may terminate his employment due to a
change of control of The Neptune  Society,  Inc. by providing the Company with a
Notice of Termination.  However,  the Executive may not terminate his employment
until a date that is between six (6) and twelve (12) months on or after the date
that the Company  first  publicly  announces a definitive  agreement  that would
result in a Change of Control (even though such  definitive  agreement may still
be subject to approval by the Company's  stockholders  and other  conditions and
contingencies).  Change of Control for the  purposes of this  Section 6(g) shall
mean:

     (i) if any person or entity  becomes  the  beneficial  owner,  directly  or
indirectly,  of securities of The Neptune Society, Inc. representing 50% or more
of the  common  stock  and  voting  power of The  Neptune  Society,  Inc.  (this
provision  shall not be  applicable  to a Change in  Control  that  occurs on or
before March 10, 2006,  in which any one of Green Leaf  Investors,  LLC,  CapEx,
L.P., Bow River Capital Fund L.P., BG Capital Group Ltd., or any entity in which
the principals of any one of the foregoing  companies owns a majority  interest,
becomes the  beneficial  owner,  directly or  indirectly,  of  securities of The
Neptune  Society,   Inc.  representing  fifty  percent  (50%)  or  more  of  the
outstanding  shares of the common stock of The Neptune Society,  Inc., or of the
combined  voting  power  of  The  Neptune   Society,   Inc.'s   then-outstanding
securities.  For clarification purposes,



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<PAGE>

a copy of the  shareholders  of record as of the date  that  this  Agreement  is
entered into is attached hereto as "Exhibit B")

          (ii) a change in the  shareholders  of record of The Neptune  Society,
Inc.  at the time that this  Agreement  is entered  into,  such that the current
shareholders  do not retain at least 50% of the common stock and voting power of
The Neptune Society, Inc. (this provision shall not be applicable to a Change in
Control that occurs on or before March 10, 2006,  in which any one of Green Leaf
Investors, LLC, CapEx, L.P., Bow River Capital Fund L.P., BG Capital Group Ltd.,
or any entity in which the principals of any one of the foregoing companies owns
a majority interest,  becomes the beneficial owner,  directly or indirectly,  of
securities of The Neptune Society, Inc. representing fifty percent (50%) or more
of the outstanding  shares of the common stock of The Neptune Society,  Inc., or
of the combined  voting power of The Neptune  Society,  Inc.'s  then-outstanding
securities.  For clarification purposes, a copy of the shareholders of record as
of the date that this  Agreement is entered into is attached  hereto as "Exhibit
B"); or

          (iii) in the event that on or after March 10,  2004,  any one of Green
Leaf Investors,  LLC, CapEx, L.P., Bow River Capital Fund L.P., BG Capital Group
Ltd.,  or any  entity  in  which  the  principals  of any  one of the  foregoing
companies owns a majority  interest,  becomes the beneficial owner,  directly or
indirectly,  of 50% or more of the common  stock and voting power of The Neptune
Society,  Inc. and subsequent to such  shareholder  owning 50% or more of the of
the common stock and voting power of The Neptune  Society,  Inc such shareholder
does not retain at least 50% of the common stock and voting power of The Neptune
Society, Inc

          (iii)  if  The  Neptune  Society,   Inc.  is  party  to  a  merger  or
consolidation,  or series of related  transactions,  which results in the voting
securities of The Neptune Society,  Inc.  outstanding  immediately prior thereto
failing to continue to represent  (either by remaining  outstanding  or by being
converted  into voting  securities of the surviving or another  entity) at least
fifty percent (50%) of the combined voting power of the voting securities of The
Neptune Society, Inc. or such surviving or other entity outstanding  immediately
after such merger or consolidation; or

          (iv) approval by the  shareholders of The Neptune  Society,  Inc. of a
liquidation,  dissolution  or sale of all of the assets of The Neptune  Society,
Inc.

     7. Termination Procedure.

     (a) Notice of Termination. Any termination of the Executive's employment by
the  Company  or by the  Executive  during the  Employment  Period  (other  than
pursuant to Section 6(a)) shall be communicated by written Notice of Termination
to the other party.  For purposes of this  Agreement,  a "Notice of Termination"
shall  mean a notice  indicating  the  specific  termination  provision  in this
Agreement  relied  upon and  setting  forth in  reasonable  detail the facts and
circumstances  claimed to  provide a basis for  termination  of the  Executive's
employment under that provision.

     (b)  Date of  Termination.  "Date  of  Termination"  shall  mean (i) if the
Executive's  employment is terminated by his death, the date of his death,  (ii)
if the  Executive's  employment is terminated  pursuant to Section 6(b),  thirty
(30) days after the date of receipt of the Notice of Termination



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<PAGE>

(provided that the Executive does not return to the  substantial  performance of
his duties on a full-time  basis during such thirty (30) day  period),  (iii) if
the  Executive's  employment (A) is terminated  pursuant to Section 6(c), (B) is
terminated pursuant to Section 6(d), (C) is terminated pursuant to Section 6(e),
(D) is  terminated  by  reason of the  expiration  of the  Employment  Period on
December 31, 2010,  or (E) is terminated  pursuant to Section  6(g),  the day on
which the Executive receives the Purchase Price in full as hereinafter  provided
in Section 8(d),  and (iv) if the  Executive's  employment is terminated for any
other reason,  the date on which a Notice of  Termination  is given or any later
date (within thirty (30) days after the giving of such notice) set forth in such
Notice  of  Termination.  Upon  the  Date  of  Termination,  the  Executive,  if
applicable, shall resign as an officer, director and employee of the Company.

     8. Compensation Upon Termination,  Expiration of Employment Period,  Change
of Control or During Disability.  In the event the Executive is disabled or dies
or his employment  terminates  during the Employment  Period,  the Company shall
provide the  Executive  with the payments  and  benefits  set forth  below.  The
Executive  acknowledges and agrees that the payments set forth in this Section 8
constitute  liquidated  damages for  termination  of his  employment  during the
Employment Period and shall be the Executive's sole and exclusive remedy.

     (a) By Executive  Without Good Reason.  If the  Executive's  employment  is
terminated  by the  Executive  other  than for Good  Reason  or Due to Change of
Control,  then the Company  shall provide the Executive on or before the Date of
Termination  with (i) his Base  Salary,  all  deferred  compensation  (including
deferred,  accrued and/or board or compensation committee approved but unaccrued
compensation  and/or other type of consideration),  all payments due pursuant to
Section 15 and accrued  vacation pay through the Date of  Termination;  and (ii)
reimbursement  pursuant to Section 5(d) for business  expenses  incurred but not
paid  prior  to such  termination  of  employment  (hereafter  (i) and  (ii) are
referred to as "Accrued Obligations"); and the Executive shall retain the rights
to exercise any and/or all vested options to purchase the Company's common stock
until the tenth  anniversary of the Date of Termination.  The Company shall have
no further obligation to the Executive hereunder.

     (b)  Disability.  During any period that the Executive fails to perform his
duties  hereunder as a result of  incapacity  due to physical or mental  illness
("Disability  Period."),  the Executive  shall continue to receive his full Base
Salary set forth in Section 5(a) until his employment is terminated  pursuant to
Section  6(b).  In the  event  the  Executive's  employment  is  terminated  for
Disability  pursuant to Section  6(b),  the Company  shall provide the Executive
with the  excess,  if any,  of his full  Base  Salary  over  the  amount  of any
long-term  disability  benefits  that he receives  under the  Company's  welfare
benefit  plans and  programs,  payable in  accordance  with the  normal  payroll
practices of the Company, for the remainder of the Employment Period, payment on
or before the Date of  Termination of Executive's  Accrued  Obligations  and the
Executive  shall retain the rights to exercise any and/or all vested  options to
purchase the Company's  common stock until the tenth  anniversary of the Date of
Termination.  The Company  shall have no further  obligations  to the  Executive
hereunder.

     (c) Death.  If the Executive's  employment is terminated by his death,  the
Company shall provide to the Executive's  beneficiary,  legal representatives or
estate,  as the case may be,  the  Executive's  full  Base  Salary,  payable  in
accordance with the normal payroll practices of the Company,  for a



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<PAGE>

period  equal to no longer  than one (1) year after the date of the  Executive's
death, or the remaining term of the Employment Period, which is earlier, payment
within  thirty  days of his death of  Executive's  Accrued  Obligations  and the
rights to  exercise  any and/or all vested  options to  purchase  the  Company's
common stock until the tenth anniversary of his death. The Company shall have no
further obligations to the Executive hereunder,

     (d) Termination By the Company With Cause, Without Cause, Due to Expiration
of  Employment  Period  or By  Executive  for Good  Reason  or Due to  Change of
Control.  If (A) the  Executive's  employment  is terminated by the Company with
Cause,  (B) the  Executive's  employment is  terminated  by the Company  without
Cause,  (C) the Executive is still  employed by the Company under this Agreement
as of  December  30,  2010,  or (D) the  Executive  has  delivered  a Notice  of
Termination to the Company pursuant to Sections 6(d) or 6(g):

          (i) the Company shall forthwith deliver a Notice of Termination to the
Executive  (even if the Executive has delivered a Notice of  Termination  to the
Company  pursuant to  Sections  6(d) or 6(g)) which shall state that the Company
shall purchase the following common shares,  options and warrants of The Neptune
Society, Inc. which are owned by the Executive or related parties as at the date
of this Agreement (the "Executive's Shares"):

               A. 123,376 common shares owned by the Executive;

               B. Options,  owned by the  Executive,  to acquire  150,000 common
               shares in the Company at an exercise price of $0.65 per share;

               C. 307,692 common shares owned by 570421 B.C. Ltd.;

               D. Warrants, owned by 570421 B.C. Ltd., to acquire 307,692 common
               shares in the  Company at an  exercise  price of $0.72 per share;
               and

               E. 107,750 common shares owned by Karla Markin;

and which shall state the amount which the Company will pay for the  Executive's
Shares (the "Purchase Price").

          (ii) if the Executive  disputes the amount of the Purchase Price,  the
Executive shall deliver  written notice to the Company (the "Valuation  Notice")
within  fifteen  (15) days of  receiving  the Notice of  Termination  under this
Section  8(d),  requesting  that the price which the  Company  shall pay for the
Executive's Shares be determined by a third party valuator (the "Valuator").  If
the Valuation Notice is not received by the Company within such fifteen (15) day
period,  then the  Purchase  Price  shall  remain  as set out in the  Notice  of
Termination.  Upon the Company  receiving  the Valuation  Notice,  the Executive
shall meet with the Directors of the Company for the purposes of identifying and
retaining  the  Valuator.  The Valuator  shall be from any one of the then three
largest  accounting firms in the United States.  In the event that the Executive
and the  Directors  of the Company do not agree upon the choice of the  Valuator
within 30 days of the delivery of the Valuation Notice, then a list comprised of
the three largest accounting firms in the United States shall be generated.  The
Executive shall,  within 3 business days, strike the name of one accounting



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firm from the list and the Company shall, within 3 business days after receiving
notice of the name stricken by the Executive,  strike the name of one accounting
firm from the list.  The remaining  accounting  firm shall be engaged to conduct
the valuation, with a request that the accounting firm assign the person or team
of persons best qualified to value a company in the death services industry.

          (iii) The Valuator  shall prepare and deliver to the Executive and the
Directors of the Company a written report (the "Valuation  Report")  setting out
the fair market value of the Executive's Shares as soon as possible,  but in any
event within 60 days after being  retained.  The Valuator shall prepare  his/her
Valuation Report based on the Company's value as an on-going  business  concern,
and  any  other  valuation  methods  that  the  Valuator  believes,  in  his/her
professional  judgment,  to be appropriate under all of the  circumstances.  The
Valuation  Report shall be based on the  performance and value of the Company as
averaged  over  the  three  years  immediately  preceding  the  delivery  of the
Valuation  Notice.  In the event that the Valuator  uses more than one method of
valuation,  the Executive's Shares shall be valued using the method of valuation
that assigns the highest value to  Executive's  Shares,  provided that method is
one of the general  accepted  methods of business  valuation  used in accounting
industry in the United States.  The Valuation  Report shall be final and binding
on the parties and the highest fair market value of the  Executive's  Shares set
forth in the Valuation Report shall be deemed to be the Purchase Price;

          (iv) The Company  shall  promptly  make  available to the Valuator all
books,  records and other data and information in their possession or control as
the Valuator may reasonably require for the purposes of his or her valuation;

          (v) The  value  of the  Executive's  Shares  to be  determined  by the
Valuator  shall be equal to 13% of the value of the Company.  The Valuator shall
base such  determination of 13% of the value of the Company on a pro-rated basis
of the fair market  value of all of the common  shares of the  Company,  without
considering a premium for a control position, a discount for a minority position
or the trading  price of the common stock on a stock  exchange.  The fair market
value  of the  Executive's  Shares  shall  also be  increased  by the sum of the
difference,  if any,  between the amount of dividends paid by the Company to the
Executive or related parties,  on account of the Executive's  Shares,  since the
date of this Agreement  until the date of the Valuation  Report,  and 13% of the
total amount of dividends  paid by the Company,  on account of any shares of the
Company, during such time period;

          (vi)  The  Company  shall  pay all fees and  expenses  charged  by the
Valuator for preparing the Valuation  Report and the Valuator  shall be entitled
to retain such qualified independent  appraisers as each may deem appropriate to
assist with its valuation;

          (vii) The Company shall pay the  Executive the Purchase  Price in full
no  later  than 90 days  following  the  Company's  delivery  of the  Notice  of
Termination  to the Executive,  or in the event that the Executive  delivers the
Valuation  Notice to the Company,  no later than 90 days following the Company's
receipt of the  Valuation  Report.  In no event will the Company be obligated to
pay the Purchase Price to the Executive if a continuing  Default Event (one that
has not  previously  been  waived or cured)  has  occurred  under the  Debenture
Purchase  and  Amendment  Agreement  dated July 31, 2003 between the Company and
CapEx,  LP and DH Blair  Investment  Banking Corp (the



                                       9
<PAGE>

"Senior  Lenders") or the Amended and Restated  Debentures  issued to the Senior
Lenders by the Company on July 31,  2003.  Also,  in the absence of a continuing
Default  Event (as defined in the above  referenced  agreements  with the Senior
Lenders),  the Company will not be  obligated to pay the Purchase  Price if such
payment  would  render the  Company  insolvent  or  otherwise  unable to pay its
liabilities in the normal course of business,  which  liabilities  would include
the regularly scheduled monthly and annual principal and interest due the Senior
Lenders.  Provided,  however,  that if the Company is unable to pay the Purchase
Price for such reasons,  the Company will use all reasonable  commercial efforts
to raise capital for the Company to enable the Company to pay the Purchase Price
to the Executive  when so obligated.  For so long as the purchase  price remains
unpaid,  the executive shall continue to be employed by the Company  pursuant to
the terms hereunder. (Employment period shall be so extended) until the Purchase
Price is paid in full to the Executive. During this time the base salary payable
to the  Executive  is to be  increased  by 12% per  annum.  Notwithstanding  the
forgoing and as long as a continuing Default Event has not occurred with respect
to the agreements with the Senior Lenders referred to above in this Section, the
Company shall  immediately pay to the Executive when due whatever portion of the
Purchase  Price the Company is able to pay without  rendering  it  insolvent  or
unable to pay its liabilities in the normal course of business.

          (viii) No  transfer  of the  Executive's  Shares  shall be made to the
Company unless and until the Purchase Price is paid in full. The Executive shall
retain full voting and other applicable rights until the Executive's  Shares are
transferred to the Company.

          (ix) Until the Company pays the Executive the Purchase  Price in full,
the  Executive  shall be  entitled  to continue to receive and shall be paid all
compensation  and  benefits,  including  pro-rated  Base Salary,  Annual  Bonus,
housing costs, automobile expense, business and entertainment expense and health
benefits,  set forth in  sections  4(a) and 5  hereof,  in  accordance  with the
Company's customary payroll practices; and

          (x) The  foregoing  provisions  shall be subject to the Right of First
Refusal Agreement between CapEx,  L.P., D.H. Blair Investment Banking Corp., The
Neptune Society,  Inc. and Marco Markin, dated as of December 24, 1999 CapEx has
the first right to purchase the Executive's Shares upon Notice of Termination at
the  Purchase  Price,  as provided for in the Right of First  Refusal  Agreement
("ROFR").  In addition  to the Notice (as  defined in the ROFR)  required in the
ROFR,  CapEx shall receive copies of the Notice of Termination  from the Company
to the  Executive  within 5 days of  receipt  of  Notice of  Termination  by the
Executive.  If the Executive does not accept the offered  Purchase Price,  CapEx
shall receive promptly copies of the Valuation Notice and the Valuation Report.

Upon payment in full of the Purchase Price by the Company to the Executive,  the
Company shall have no further obligation to the Executive hereunder.

     (e)  Mitigation.  The Executive  shall not be required to mitigate  damages
with  respect to the  termination  of his  employment  under this  Agreement  by
seeking  other  employment or  otherwise,  and there shall be no offset  against
amounts  due the  Executive  under  this  Agreement  on  account  of  subsequent
employment  except as  specifically  provided in this  Section 8.  Additionally,
amounts owed to the Executive  under this  Agreement  shall not be offset by any



                                       10
<PAGE>

claims the Company may have against the Executive,  and the Company's obligation
to make the payments  provided for in this  Agreement,  and otherwise to perform
its  obligations  hereunder,  shall not be affected by any other  circumstances,
including,  without limitation, any counterclaim,  recoupment,  defense or other
right which the Company may have against the Executive or others.

     8.1. Restrictions on Shares

     (a)  The  Executive,  shall  not,  at any  time  during  the  term  of this
Agreement,  without the consent of the Company, which consent may be withheld at
the Company's sole discretion,  exchange,  transfer, assign, donate or otherwise
dispose  of the  Executive's  Shares  or  cause  the  Executive's  Shares  to be
exchanged, transferred, assigned, donated or otherwise disposed of; and

     (b) The Executive shall not, at any time during the term of this Agreement,
without  the  consent of the  Company,  which  consent  may be  withheld  at the
Company's sole discretion,  create, incur, assume or suffer to exist upon any of
the Executive's Shares any liens whatsoever,  or cause to be created,  incurred,
assumed  or  suffered  to exist  upon any of the  Executive's  Shares  any liens
whatsoever.

     9. Confidential Information; Non-Competition; Nonsolicitation.

     (a) Confidential  Information.  Except as may be required or appropriate in
connection with his carrying out his duties under this Agreement,  the Executive
shall not  communicate to anyone other than the Company and those  designated by
the Company or on behalf of the Company in the furtherance of its business or to
perform  his duties  hereunder,  any trade  secrets,  confidential  information,
knowledge or data relating to the Company and its  businesses  and  investments,
obtained by the  Executive  during the  Executive's  employment  by the Company,
except as compelled by a judiciary proceeding of competent jurisdiction.

     (b)  Noncompetition.  In the  event  the  Purchase  Price  is  paid  to the
Executive,  the  Executive  shall not, for period of 12 months after the Date of
Termination,  engage in or become associated with any Competitive Activity.  For
purposes of this Section 9(b), a "Competitive  Activity" shall mean any business
or other endeavor that engages in any state in which the Company has significant
business  operations as of the Date of Termination to a significant  degree in a
business  that  directly  competes  with  all or  any  substantial  part  of the
Company's business as of the Date of Termination;  provided, that, a Competitive
Activity  shall not  include  (i) any  speaking  engagement  to the extent  such
speaking  engagement  does not  promote  or  endorse a product or service of the
Business,  (ii) the writing of any book or article  relating  to subjects  other
than the  Business  (e.g.,  nonfiction  relating  to the  Executive's  career or
general business advice) or (iii) the television,  video or movie business.  The
Executive  shall be  considered  to have become  "associated  with a Competitive
Activity"  if he becomes  involved  as an owner,  employee,  officer,  director,
independent  contractor,  agent,  partner,  advisor,  or in any  other  capacity
calling  for the  rendition  of the  Executive's  personal  services,  with  any
individual, partnership,  corporation or other organization that is engaged in a
Competitive  Activity and his involvement relates to a significant extent to the
Competitive Activity of such entity; provided, however, that the Executive shall
not be  prohibited  from (a) owning less than five  percent (5%) of any publicly



                                       11
<PAGE>

traded  corporation,  whether or not such corporation is in competition with the
Company or (b)  serving  as a  director  of a  corporation  or other  entity the
primary  business of which is not a Competitive  Activity.  If, at any time, the
provisions   of  this  Section  9(b)  shall  be  determined  to  be  invalid  or
unenforceable,  by reason of being vague or unreasonable as to area, duration or
scope of activity,  this Section 9(b) shall be  considered  divisible  and shall
become  and be  immediately  amended to only such  area,  duration  and scope of
activity as shall be determined to be reasonable and enforceable by the court or
other body having  jurisdiction  over the matter;  and the Executive agrees that
this Section 9(b) as so amended shall be valid and binding as though any invalid
or unenforceable provision had not been included herein.

     (c) Nonsolicitation.  During the Employment Period, and for 12 months after
the Executive's Date of Termination if the Executive's  employment is terminated
by the Company for Cause or the  Executive  terminates  employment  without Good
Reason,  the Executive will not, directly or indirectly,  solicit for employment
by other than the  Company  any person  (other than any  personal  secretary  or
assistant  hired to work directly for the Executive)  employed by the Company or
its  affiliated  companies,  nor will the  Executive,  directly  or  indirectly,
solicit  for  employment  by other  than the  Company  any  person  known by the
Executive (after  reasonable  inquiry) to be employed at the time by the Company
or its affiliated companies.

     (d)  Injunctive  Relief.  In the event of a breach or threatened  breach of
this  Section 9, the  Executive  agrees  that the  Company  shall be entitled to
injunctive  relief in a court of  appropriate  jurisdiction  to remedy  any such
breach or threatened breach,  the Executive  acknowledging that damages would be
inadequate and insufficient.

     10. Indemnification.

     (a) General. The Company agrees that if the Executive is made a party or is
threatened to be made a party to any action, suit or proceeding,  whether civil,
criminal,  administrative  or investigative (a  "Proceeding"),  by reason of the
fact that the Executive is or was a trustee, director or officer of the Company,
or any of its affiliates or is or was serving at the request of the Company,  or
any of its affiliates as a trustee, director, officer, member, employee or agent
of another  corporation  or a  partnership,  joint  venture,  limited  liability
company, trust or other enterprise,  including, without limitation, service with
respect to employee  benefit plans,  whether or not the basis of such Proceeding
is alleged action in an official capacity as a trustee, director officer, member
employee  or agent  while  serving  as a  trustee,  director,  officer,  member,
employee or agent,  the Executive  shall be indemnified and held harmless by the
Company to the fullest extent  authorized by California  law, as the same exists
or may  hereafter be amended,  against all Expenses  incurred or suffered by the
Executive in connection therewith, and such indemnification shall continue as to
the  Executive  even if the  Executive  has ceased to be an  officer,  director,
trustee or agent, or is no longer employed by the Company and shall inure to the
benefit of his heirs, executors and administrators.

     (b) Expenses. As used in this Agreement, the term "Expenses" shall include,
without limitation,  damages, losses, judgments,  liabilities, fines, penalties,
excise taxes,  settlements,  and costs,



                                       12
<PAGE>

attorneys' fees, accountants' fees, and disbursements and costs of attachment or
similar  bonds,  investigations,  and any  expenses of  establishing  a right to
indemnification under this Agreement.

     (c) Enforcement. If a claim or request under this Section 10 is not paid by
the Company or on its behalf;  within  thirty (30) days after a written claim or
request  has  been  received  by the  Company,  the  Executive  may at any  time
thereafter  bring suit  against the Company to recover the unpaid  amount of the
claim or request and if successful in whole or in part,  the Executive  shall be
entitled to be paid also the expenses of prosecuting  such suit. All obligations
for indemnification  hereunder shall be subject to, and paid in accordance with,
applicable California law.

     (d)  Partial  Indemnification.  If the  Executive  is  entitled  under  any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion of any Expenses,  but not,  however,  for the total amount thereof,  the
Company  shall  nevertheless  indemnify  the  Executive  for the portion of such
Expenses to which the Executive is entitled.

     (e) Advances of Expenses.  Expenses incurred by the Executive in connection
with any Proceeding  shall be paid by the Company in advance upon request of the
Executive  that the  Company pay such  Expenses,  but only in the event that the
Executive  shall have  delivered in writing to the Company (i) an undertaking to
reimburse  the Company for Expenses  with respect to which the  Executive is not
entitled to  indemnification  and (ii) a statement of his good faith belief that
the standard of conduct  necessary for  indemnification  by the Company has been
met.

     (f) Notice of Claim.  The Executive shall give to the Company notice of any
claim made against his for which  indemnification  will or could be sought under
this  Agreement.  In  addition,  the  Executive  shall  give  the  Company  such
information and cooperation as it may reasonably  require and as shall be within
the  Executive's  power and at such times and places as are  convenient  for the
Executive.

     (g)  Defense  of Claim.  With  respect  to any  Proceeding  as to which the
Executive notifies the Company of the commencement thereof:

          (i) The Company  will be entitled  to  participate  therein at its own
expense;

          (ii) Except as  otherwise  provided  below,  to the extent that it may
wish,  the Company  will be entitled to assume the defense  thereof with counsel
reasonably satisfactory to the Executive, which in the Company's sole discretion
may be regular  counsel to the Company and tray be counsel to other officers and
directors of the Company or any  subsidiary.  The Executive  also shall have the
right to  employ  his own  counsel  in such  action,  suit or  proceeding  if he
reasonably  concludes that failure to do so would involve a conflict of interest
between the Company and the Executive, and under such circumstances the fees and
expenses of such counsel shall be at the expense of the Company.

          (iii) The Company shall not be liable to indemnify the Executive under
this  Agreement  for any  amounts  paid in  settlement  of any  action  or claim
affected without its written consent. The Company shall not settle any action or
claim in any  manner  which  would  impose  any  penalty  that



                                       13
<PAGE>

would not be paid  directly or  indirectly  by the Company or  limitation on the
Executive without the Executive's  written consent.  Neither the Company nor the
Executive  will  unreasonably  withhold or delay their  consent to any  proposed
settlement.

     (h)  Non-exclusivity.  The  right to  indemnification  and the  payment  of
expenses  incurred in defending a Proceeding in advance of its final disposition
conferred in this Section 10 shall not be exclusive of any other right which the
Executive may have or hereafter may acquire under any statute or  certificate of
incorporation  or bylaws of the Company or any  subsidiary,  agreement,  vote of
shareholders or disinterested directors or trustees or otherwise.

     (i)  Insurance.  The Company  shall obtain,  if not already in effect,  and
maintain  adequate  and proper  liability  insurance as is customary of a public
company in its industry.

     11. Legal Fees and Expenses.  If any contest or dispute shall arise between
the Company and the Executive  regarding any  provision of this  Agreement,  the
Company shall reimburse the Executive for all legal fees and expenses reasonably
incurred by the Executive in connection  with such contest or dispute,  but only
if  the  Executive  prevails  to  a  substantial  extent  with  respect  to  the
Executive's  claims  brought  and  pursued in  connection  with such  contest or
dispute.  Such reimbursement shall be made as soon as practicable  following the
resolution  of such contest or dispute  (whether or not  appealed) to the extent
the Company receives reasonable written evidence of such fees and expenses.

     12. Successors; Binding Agreement.

     (a) Company's  Successors.  No rights or  obligations  of the Company under
this  Agreement  may be assigned or  transferred,  except that the Company shall
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same  extent  that the  Company  would be required to
perform it if no such  succession  had taken place.  As used in this  Agreement,
"Company"  shall include any successor to its business and/or assets (by merger,
purchase or otherwise) which executes and delivers the agreement provided for in
this Section 12 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.

     (b)  Executive's  Successors.  The Executive may assign this Agreement to a
company  in  which  he  is  a  majority   owner   provided   that  such  company
contemporaneously  agrees  to loan  out the  services  of the  Executive  to the
Company  pursuant to the terms herein.  Except for the  foregoing,  no rights or
obligations of the Executive under this Agreement may be assigned or transferred
by the Executive other than his rights to payments or benefits hereunder,  which
may be transferred  only by will or the laws of descent and  distribution.  Upon
the Executive's death, this Agreement and all rights of the Executive  hereunder
shall inure to the benefit of and be enforceable by the Executive's  beneficiary
or beneficiaries,  personal or legal  representatives,  or estate, to the extent
any such person succeeds to the Executive's  interests under this Agreement.  If
the Executive  should die following  his Date of  Termination  while any amounts
would still be payable to him  hereunder if he had  continued to live,  all such
amounts unless  otherwise  provided  herein shall be paid in accordance with the
terms of this Agreement to such person or persons so appointed in writing by the
Executive, or otherwise to his legal representatives or estate.



                                       14
<PAGE>

     13. Notice.  For the purposes of this Agreement,  notices,  demands and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be deemed to have been duly given when delivered  either  personally or by
United States certified oar registered mail, return receipt  requested,  postage
prepaid, addressed as follows:

     If to the Executive:  At his residence address most recently filed with the
                           Company.

     If to the Company:    The Neptune Society, Inc.,
                           4312 Woodman Ave., Third Floor
                           Sherman Oaks, CA 91423
                           Attn: Chief Financial Officer

or to such other address as any party may have furnished to the other in writing
in  accordance  herewith,  except  that  notices of change of  address  shall be
effective only upon receipt.

     14. Parachute Excise Tax Gross-Up.  Other than in respect of payment of the
Purchase Price to the Executive,  if the Executive becomes subject to the excise
tax applicable to excess  parachute  payments under Section 4999 of the Internal
Revenue Code of 1986, as amended, then the Company shall reimburse Executive for
that tax (subject to certain  limitations).  The details of the gross-up payment
are described in "Exhibit A" attached and amended hereto.

     15. Intentionally Deleted

     16.  Miscellaneous.  No  provisions  of  this  Agreement  may  be  amended,
modified,  or waived  unless  such  amendment  or  modification  is agreed to in
writing signed by the Executive and by a duly authorized officer of the Company,
and such  waiver is set forth in writing  and signed by the party to be charged,
No waiver by either  party  hereto at any time of any breach by the other  party
hereto of any  condition or provision of this  Agreement to be performed by such
other  party  shall be deemed a waiver of similar or  dissimilar  provisions  or
conditions  at the same or at any prior or  subsequent  time.  No  agreements or
representations,  oral or  otherwise  express or  implied,  with  respect to the
subject  matter  hereof  have been made by either  party which are not set forth
expressly  in this  Agreement.  The  respective  rights and  obligations  of the
parties hereunder of this Agreement shall survive the Executive's termination of
employment and the termination of this Agreement to the extent necessary for the
intended   preservation   of  such  rights  and   obligations.   The   validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of  California  without  regard to its conflicts of law
principles.

     17.  Validity.  The  invalidity  or  unenforceability  of any  provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  agreement,  which shall  remain in full force and
effect.

     18. Entire Agreement. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter  contained herein and supersedes
all  prior  agreements,  promises,  covenants,   arrangements,   communications,
representations  or  warranties,  whether  in  respect  of such  subject  matter
including,  without  limitation.  Any prior  agreement of the parties  hereto in
respect  of the  subject  matter  contained  herein  is  hereby  terminated  and
canceled.



                                       15
<PAGE>

     19.  Withholding.  All payments  hereunder shall be subject to any required
withholding of Federal, state, and local taxes pursuant to any applicable law or
regulation.

     20. Section Headings. The section headings in this Employment Agreement are
for  convenience of reference  only, and they form no part of this Agreement and
shall not affect its interpretation.

     WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement on the
date first above written.


THE NEPTUNE SOCIETY, INC.                         EXECUTIVE


_____________________________                     ______________________________
By:                                               Marco Markin
         Mathew Hoogendoorn
         Chief Financial Officer







                                       16
<PAGE>

                                   EXHIBIT A


Parachute Excise Tax Gross-Up provisions.

     (a) Gross-Up  Payment.  If it is deemed that any payment or distribution of
any type to or for the  benefit  of the  Executive  by the  Company,  any of its
affiliates,  any  person who  acquires  ownership  or control of the  Company or
ownership of a substantial portion of the Company's assets within the meaning of
Section  280(g) of the Internal  Revenue Code of 1986,  as amended (the "Code"),
(and the regulations  thereunder) or any affiliate of such person,  whether paid
or payable or distributed or distributable  pursuant to the terms of this letter
or otherwise (the "Total Payments"),  would be subject to the excise tax imposed
by Section 4999 of the Code or any  interest or  penalties  with respect to such
excise tax (such excise tax and any such interest or penalties are  collectively
referred  to as the  "Excise  Tax"),  then the  Executive  shall be  entitled to
receive an additional payment (a "Gross-Up Payment"). The amount of the Gross-Up
Payment shall be as follows:

     (i) If the  Gross-Up  Payment  becomes  payable  in a  taxable  year of the
Company in which the Company has no taxable  income  (after  taking into account
net operating loss  carry-forwards),  the Gross-Up Payment shall be equal to the
product of (A) 505  multiplied by (B) an amount  calculated to ensure that after
pate by the  Executive of all taxes (and any interest or penalties  imposed with
respect to such  taxes),  including  any Excise Tax,  imposed  upon the Gross-Up
Payment,  the Executive  retains an amount of the Gross-Up  Payment equal to the
Excise Tax imposed upon the Total Payments.

     (ii) If the  Gross-Up  Payment  becomes  payable  in a taxable  year of the
Company in which the Company has taxable  income  (after taking into account net
operating  loss catty  forwards),  the  Gross-up  Payment  shall be equal to the
excise tax imposed on the Executive by Section 4999 of the Code,  without regard
to any taxes payable by the Executive with respect to the Gross-Up Payment.

     (b)  Determination  by  Accountant.  All  determinations  and  calculations
required  to be  made  under  this  Exhibit  B shall  be made by an  independent
accounting firm selected by the Executive from among the largest five accounting
firms in the United  States (the  "Accounting  Firm"),  which shall  provide its
determination   (the   "Determination"),   together  with  detailed   supporting
calculations regarding the amount of any Gross-Up Payment and any other relevant
matter,  both  to  the  Company  and  the  Executive  within  five  days  of the
termination of the Executive's employment,  if applicable,  or such earlier time
has is requested by the Company or the Executive  (if the  Executive  reasonably
believes  that any of the Total  Payments may be subject to the Excise Tax).  If
the Accounting  Firm  determines that no Excise Tax is payable by the Executive,
it shall furnish the Executive  with a written  statement  that such  Accounting
Firm  has  concluded  that no  Excise  Tax is  payable  (including  the  reasons
therefor)  and that the Executive  has  substantial  authority not to report any
Excise Tax on the Executive's  federal income tax return.  If a Gross-Up Payment
is determined to be payable,  it shall be paid to the Executive within five days
after the  Determination  is  delivered  to the  Company or the




                                       17
<PAGE>

Executive.  Any  determination  by the Accounting Finn shall be binding upon the
Company and the Executive, absent manifest error. The Company shall pay the fees
and costs of the Accounting Firm.

     (c) Over and  Underpayments.  As a result of uncertainty in the application
of Section  4999 of the Code at the tithe of the  initial  determination  by the
Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the
Company should have been made  ("Underpayment"),  or that Gross-Up Payments will
have been made by the Company which should not have been made  ("Overpayments").
In either such event,  the  Accounting  Firm shall  determine  the amount of the
Underpayment or Overpayment  that has occurred.  In the case of an Underpayment,
the amount of such Underpayment  shall be promptly paid by the Company to or for
the  benefit of the  Executive.  In the case of an  overpayment,  the  Executive
shall,  at the  direction  and  expense of the  Company,  take such steps as are
reasonably  necessary  (including  the fling of returns and claims for  refund),
follow reasonable instructions from, and procedures established by, the Company,
and otherwise reasonably cooperate with the Company to correct such Overpayment.

     (d) Limitation on Parachute Payments. Any other provision of this Exhibit A
notwithstanding,  if the  Excise  Tax could be  avoided  by  reducing  the Total
Payments  by $45,000 or less,  then the Total  Payments  shall be reduced to the
extent  necessary to avoid the Excise Tax and no Gross-Up Payment shall be made.
If the  Accounting  Firm  determines  that the Total  Payments are to be reduced
under the preceding sentence, then the Company shall promptly give the Executive
notice  to  that  effect  and a copy of the  detailed  calculation  thereof  The
Executive may then elect, in the Executive's sole discretion, which and how much
of the Total  Payments  are to be  eliminated  or reduced (as long as after such
election no Excise Tax will be payable)  and shall advise the Company in writing
of the  Executive's  election  within 10 days of receipt  of notice.  If no such
election is made by the Executive  within such 10-day  period,  then the Company
may elect  which  and how much of the Total  Payments  are to be  eliminated  or
reduced (as long as after such election no Excise Tax will be payable) and shall
notify the Executive promptly of such election.











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