EXHIBIT 10.43


                     AMENDMENT NO. 1 TO THAT CERTAIN WARRANT
                    TO PURCHASE _____ SHARES OF COMMON STOCK
                             DATED DECEMBER 24, 1999
                         EXERCISABLE AT $____ PER SHARE
                           ("Warrant Amendment No. 1")

                            THE NEPTUNE SOCIETY, INC.
                             (a Florida Corporation)

                     Not transferable or Exercisable Except
                        upon Conditions herein Specified
                          Void after 5:00 O'Clock P.M.,
          Pacific Standard Time, on the Expiry Date (as herein defined)

             This Warrant Amendment No. 1 is dated for reference the
                          31st day of December, 2001.

     THE NEPTUNE SOCIETY,  INC., a Florida  corporation (the "Company"),  hereby
certifies  that CapEx,  L.P., a Delaware  limited  partnership,  its  registered
successors  and  permitted  assigns  registered  on the  books  of  the  Company
maintained for such purposes as the registered holder hereof (the "Holder"), for
value  received,  is entitled to purchase from the Company _______ of fully paid
and non-assessable shares of Common Stock of the Company ("Shares") stated above
at a purchase price of Three Dollars  ($3.00) per Share (the  "Exercise  Price")
(the  number of Shares  and  Exercise  Price  being  subject  to  adjustment  as
hereinafter provided) upon the terms and conditions herein provided.

This  Warrant  Amendment  No. 1 amends that  certain  Warrant to purchase  _____
Shares of Common Stock dated December 24, 1999 (the  "Warrant")  pursuant to the
terms and  conditions  of a  Debenture  and  Warrant  Amendment  Agreement  (the
"Amendment  Agreement")  dated  effective  as of December  31,  2001,  among the
Corporation,  the Holder,  and D. H. Blair Investment  Banking Corp., a New York
corporation.

NOW THEREFORE, in consideration of the mutual covenants, agreements,  warranties
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties agree with each other as follows:

1.  All  capitalized  terms in this  Warrant  Amendment  No. 1 unless  otherwise
defined shall have the meaning as defined in the Warrant.

2. The effective date of this Warrant  Amendment No. 1 is December 31, 2001 (the
"Effective  Date"),  and all  calculations  and  determinations  related  to the
Warrant,  as  amended  by this  Warrant  Amendment  No. 1, shall be based on the
Company's  issued and  outstanding  share  capital and made as of March 15, 2002
unless provided otherwise in this Warrant Amendment No. 1.



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3.  Section  1(a) of the Warrant  shall be deleted in its  entirety and replaced
with the following term:

     1.   Exercise of Warrants.

          (a) Subject to Section 1(b), upon  presentation  and surrender of this
     Warrant,  with the attached  Exercise Form duly executed,  at the principal
     office of the Company at 3500 Olive Street, Suite 1430, Burbank, California
     91505, or at such other place as the Company may designate by notice to the
     Holder  hereof,  with  and  upon  payment  (which  may be in the  form of a
     certified or bank cashier's check payable to the order of the Company or in
     the form of electronic funds transfer to the Company's account,  the wiring
     instructions for which shall be provided upon request by the Holder) in the
     amount of the aggregate Exercise Price for the Shares being purchased,  the
     Company shall  deliver to the Holder  hereof,  as promptly as  practicable,
     certificates  representing the Shares being purchased.  This Warrant may be
     exercised  in whole or in part;  and,  in case of  exercise  hereof in part
     only, the Company,  upon surrender hereof, will deliver to the Holder a new
     Warrant  Certificate or Warrant  Certificates  of like tenor  entitling the
     Holder to  purchase  the number of Shares as to which this  Warrant has not
     been exercised.

4.  Section  7(a) of the Warrant  shall be deleted in its  entirety and replaced
with the following term:

          (a) In case the  Company  shall:  (i) pay a dividend  in Shares;  (ii)
     subdivide its  outstanding  Shares into a greater  number of Shares;  (iii)
     combine its outstanding  Shares into a smaller number of Shares; the amount
     of Shares  purchasable  upon the  exercise of each Warrant and the Exercise
     Price in  effect  immediately  prior  immediately  prior  thereto  shall be
     proportionately  adjusted to reflect the reduction or increase in the value
     of each such Shares so that the Holder  shall be  entitled to receive  upon
     exercise of the Warrant  that number of Shares which such Holder would have
     owned or would have been  entitled to receive  after the  happening of such
     event had such Holder exercised the Warrant immediately prior to the record
     date, in the case of such dividend,  or the effective  date, in the case of
     any such subdivision or combination;  provided  however,  in no event shall
     the Exercise Price exceed $3.00 per share (the "Maximum  Exercise  Price").
     For greater  certainty and by way of example,  if the Company's  issued and
     outstanding  Shares  shall be combined  into a smaller  number of shares of
     Common Stock on a four (old share) for one (new share)  basis,  the Warrant
     will be  exercisable to acquire 15,000 Shares at an Exercise Price of $3.00
     per share, notwithstanding the fact that the Exercise Price would have been
     $12.00 per Share,  but for the Maximum  Exercise  Price. An adjustment made
     pursuant to this  Section  6(a) shall be made  whenever  any of such events
     shall occur,  but shall become  effective  retroactively  after such record
     date or such effective  date, as the case may be, as to Warrants  exercised
     between such record date or effective date and the date of happening of any
     such event.

5.  Notwithstanding the foregoing,  the Company and the Holder hereby agree that
if the Company  fails to effect the  Reverse  Stock Split (as defined in Section
7.2 of the Amendment Agreement) on or before June 30, 2002, then without further
action by the  Corporation  or the Holder,  (1)  Section 4 shall be  terminated,
rescinded,  cancelled, and shall be null and void, and


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(2) Section 7.1(a) of the original Warrant shall be restored in its entirety and
the Holder shall have all rights thereunder.

6.  Section  7(c) of the Warrant  shall be deleted in its  entirety and replaced
with the following term:

          (c) If and whenever any  Additional  Shares (as  hereinafter  defined)
     shall be issued by the Company (i) for a cash  consideration  less than the
     amount per share  determined  by dividing  (i) $3.00 by (ii) the ratio (the
     "Initial Exchange Ratio") of (A) the number of Shares with respect to which
     this Warrant was  exercisable  into  (taking  into account all  adjustments
     thereto  required  to be made  hereunder)  at the close of  business on the
     business  day  immediately  preceding  the day of such issue (the  "Initial
     Number of Shares"), to (B) 60,000, or (ii) without  consideration,  then in
     each such case, the number of Shares  purchasable upon the exercise of this
     Warrant  Certificate  shall be  increased  effective  as of the  opening of
     business on the date of such issue (the "Issue  Date") by  multiplying  the
     Initial Number of Shares by that ratio  obtained:  (1) by  multiplying  (A)
     $3.00 times (B) the aggregate  number of Shares issued and  outstanding  at
     the close of business on the Issue Date (the "Issue Date  Shares")  and (2)
     by dividing the product thus determined by the sum of the following clauses
     (3) and (4): (3) $3.00  divided by (x) the Initial  Exchange  Ratio and the
     quotient thus determined  multiplied by (y) the number of Shares issued and
     outstanding  at the  close of  business  on the  business  day  immediately
     preceding the Issue Date; plus (4) the amount of the consideration (if any)
     received by the Company for the Additional Shares issued on the Issue Date.


     IN WITNESS WHEREOF, the parties have caused this Warrant Amendment No. 1 to
the Debenture to be duly executed under its corporate seal.

THE NEPTUNE SOCIETY, INC.


By:
   ------------------------------------
Marco Markin, Chief Executive Officer

[Debenture Holder]