EXHIBIT 10.38


                     NOTE EXTENSION AND ASSUMPTION AGREEMENT

     This NOTE EXTENSION AND ASSUMPTION  AGREEMENT  (this  "Agreement") is dated
effective as of January 31, 2002, and is made by and between Western  Management
Services,  L.L.C.,  an Oregon limited  liability  company  ("Western"),  Wilhelm
Mortuary, Inc., an Oregon corporation ("Wilhelm"),  The Neptune Society, Inc., a
Florida corporation  ("Neptune  Society"),  Neptune Society of America,  Inc., a
California  corporation ("Neptune America"),  and Green Leaf Investors I, LLC, a
California  limited  liability  company  ("Greenleaf"),  with  reference  to the
following facts:

A.   Wilhelm  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 Wilhelm,  Heritage Memorial  Society,  L.L.C., an
     Oregon  limited  liability  company,  Community  Memorial  Centers,  L.L.C.
     ("CMC"), an Oregon limited liability company, David Schroeder, Michael Ashe
     and Neptune  Society  (collectively,  together  with certain  replacements,
     substitutions or accessions thereto and certain  after-acquired assets, the
     "Wilhelm  Assets").  Wilhelm also acquired certain real property  described
     more fully in Exhibit A attached hereto (the "Portland Property"),  used in
     connection with its business.  Neptune  Society,  parent of Neptune America
     and  Wilhelm,  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 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 Western 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").

B.   Wilhelm borrowed $1,575,000 from Greenleaf (the "Greenleaf Loan") under the
     terms of a Loan  Agreement  dated  August  8,  2001  (the  "Greenleaf  Loan
     Agreement"),  which  obligation  is evidenced  by a  promissory  note dated
     August 8, 2001,  due January  31, 2002 and bearing  interest at the rate of
     12% per annum,  payable  monthly in arrears  (the  "Greenleaf  Note"),  and
     secured by a first priority security interest granted in the Wilhelm Assets
     under a security  agreement dated August 8, 2001 (the  "Greenleaf  Security
     Interest")  and a trust deed dated  August 6, 2001,  recorded  on August 8,
     2001 in Multnomah County,  Oregon as Fee No.  2001-124418,  encumbering the
     Portland  Property (the  "Greenleaf  Trust Deed").  In connection  with the
     Greenleaf  Loan  Agreement,   the  following,   among  other,   agreements,
     certificates,  instruments or documents  were executed and  delivered:  the
     Greenleaf  Note;  the Greenleaf  Security  Agreement;  the Greenleaf  Trust
     Agreement;  Subordination Agreement among Greenleaf, CapEx L.P., a Delaware
     limited partnership  ("CapEx"),  and D.H. Blair Investment Banking Corp., a
     Delaware  corporation  ("DHB");  Subordination  Agreement among  Greenleaf,
     Emanuel   Weintraub   and  the  Emanuel   Weintraub   Inter  Vivos   Trust;
     Intercreditor  Agreement  among  Greenleaf,  CMC and  Wilhelm;  Guaranty by
     Neptune  Society;  Guaranty by Neptune  America;  Warrant issued by Neptune
     Society  to  Greenleaf  exercisable  to  acquire  30,000  shares of Neptune
     Society  common stock (the  "Greenleaf  Warrant");  Piggyback  Registration
     Agreement between Greenleaf and Neptune Society (the  "Registration  Rights
     Agreement");  Assignment  Agreement;  Forbearance Agreement between CMC and
     Neptune Society;  Unsecured  Environmental  Indemnity Agreement by Wilhelm,
     Neptune  Society  and  Neptune  America;   and  Loan  Put  Agreement  among
     Greenleaf,  David  Schroeder,  and  Michael  Ashe  (collectively  with  the
     Greenleaf Loan Agreement, the "Greenleaf Loan Documents");



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<PAGE>

C.   Western,  Wilhelm,  Neptune  Society and Neptune  America have entered into
     that certain Asset  Purchase  Agreement  dated  effective as of January 31,
     2002 (the  "Asset  Purchase  Agreement"),  in the form  attached  hereto as
     Exhibit B, pursuant to which Western agreed to purchase  substantially  all
     of the  Wilhelm  Assets and the  Portland  Property  and to assume  certain
     liabilities of Wilhelm,  including, among others, the CMC Debenture and the
     Greenleaf Note.

D.   For the purposes of facilitating  the transactions  contemplated  under the
     Asset  Purchase  Agreement,  (a) Wilhelm has agreed to (i) pay  Greenleaf a
     loan  extension fee consisting of 300,000 shares of common stock of Neptune
     Society;  (ii) pay $75,000 of the principal amount of the Greenleaf Note by
     means of the  issuance by Neptune  Society to  Greenleaf  of a  convertible
     debenture with certain anti-dilution protections, in substantially the form
     attached hereto as Exhibit C (the "Greenleaf Convertible  Debenture"),  and
     (iii) pay  Greenleaf  all accrued and unpaid  interest  outstanding  on the
     Greenleaf Note as of March 8, 2002 (the "Closing  Date");  (b) Greenleaf is
     willing  to amend  the due  date of the  Greenleaf  Note to July 31,  2002,
     effective  as of  January  31,  2002;  (c) CMC is  willing  to enter into a
     subordination  agreement to subordinate the CMC Trust Deed to the Greenleaf
     Trust Deed, in  substantially  the form  attached  hereto as Exhibit D (the
     "CMC  Subordination  Agreement");  (d) David Schroeder and Michael Ashe are
     willing to acknowledge,  ratify and confirm the Loan Put Agreement  entered
     into with  Greenleaf;  and (e)  Neptune  Society is willing to enter into a
     Right of First Refusal Agreement with Greenleaf,  in substantially the form
     attached hereto as Exhibit E (the "First Right Agreement").

E.   Pursuant to Sections 2.2 and 2.4 of the Asset Purchase  Agreement,  Western
     agreed to assume  Wilhelm's  obligations  under the Greenleaf Note, the CMC
     Debenture,  the  Greenleaf  Trust Deed and the CMC Trust Deed (the "Assumed
     Obligations")  as  consideration  for the Wilhelm  Assets and the  Portland
     Property.

F.   Greenleaf is willing to (i) acknowledge Western's assumption of the Assumed
     Obligations  and (ii) consent to Wilhelm's  sale of the Wilhelm  Assets and
     Portland Property only upon (a) Western's acknowledgement of the grant of a
     first  priority  security  interest by Wilhelm to  Greenleaf in the Wilhelm
     Assets under the Greenleaf  Security  Agreement  dated August 8, 2001;  (b)
     Western's  acknowledgement  and assumption of the Greenleaf Trust Deed; (c)
     an  agreement  by Western  to pay  directly  to  Greenleaf  the  principal,
     interest and any  penalties  due after the Closing Date under the Greenleaf
     Note;  (d)  Western's  consent to  amendments  to Uniform  Commercial  Code
     financing  statements naming Western as an additional debtor and perfecting
     the  first  priority   security   interest  in  the  Wilhelm  Assets;   (e)
     acknowledgment  and  ratification by Neptune Society and Neptune America of
     the guaranty of Wilhelm's  obligations under the Greenleaf Note, as amended
     (each, a "Guaranty");  and (f) Neptune Society's  issuance of the Greenleaf
     Convertible Debenture to Greenleaf.

G.   Wilhelm is willing to acknowledge and agree to Western's  assumption of the
     Assumed  Obligations only upon obtaining a grant of a security  interest by
     Western  in the  Wilhelm  Assets,  subordinate  to the  Greenleaf  Security
     Interest,  the Greenleaf Trust Deed and the CMC Trust Deed, under the terms
     of a  security  agreement  in the form  attached  hereto as  Exhibit F (the
     "Wilhelm  Security  Agreement")  securing  Western's  obligations under the
     Assumed Obligations, the Asset Purchase Agreement and this Agreement.

H.   Western  is  willing  to enter  into this  Agreement  and the  transactions
     contemplated  herein to induce (i) Greenleaf to acknowledge  and consent to
     the assumption by Western of Wilhelm's obligations under the Greenleaf Note
     and the sale of the Wilhelm Assets and the Portland



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<PAGE>

     Property; (ii) Neptune Society to issue the Greenleaf Convertible Debenture
     and (iii) Wilhelm to enter into the Asset Purchase Agreement.

     NOW THEREFORE,  in consideration of the premises,  the parties hereto agree
as follows:

     1. Amendment of Greenleaf Note. Wilhelm and Greenleaf hereby agree that the
Greenleaf Note is hereby amended to extend the due date of the Greenleaf Note to
July 31, 2002,  subject to: (a) the issuance by Neptune  Society to Greenleaf of
the  Greenleaf  Convertible  Debenture  as  payment by Wilhelm of $75,000 of the
principal amount of the Greenleaf Note and (b) payment by Wilhelm of all accrued
interest outstanding on the Greenleaf Note as of the Closing Date (in the amount
as set forth in the Estoppel and Investor  Representation  Certificate delivered
by Greenleaf in the form attached  hereto as Exhibit G). No separate  instrument
shall be required to evidence the amendment, contained in this Section 1, of the
due date of the Greenleaf Note to July 31, 2002.

     2. Payment of Loan Extension Fee.

          (a) Neptune  Society  will issue  Greenleaf  300,000  shares of common
stock of  Neptune  Society as a loan  extension  fee (the  "Loan  Extension  Fee
Shares");

          (b)  Greenleaf  acknowledges  and agrees that the Loan  Extension  Fee
Shares  have not been and will not be  registered  under the  Securities  Act of
1933, as amended (the "Act"), or the securities laws of any state, and are being
issued to  Greenleaf  in  reliance  upon an  exemption  from  such  registration
requirements;

          (c) Greenleaf  acknowledges that Neptune Society Company is relying on
certain  representations  and warranties  contained in the Estoppel and Investor
Representation  Certificate in determining to offer and issue the Loan Extension
Fee Shares and the Greenleaf  Debenture to Greenleaf in a manner exempt from the
registration requirements of the Act and applicable state securities laws;

          (d) Neptune  Society  acknowledges  that the Loan Extension Fee Shares
and the shares of common  stock  acquirable  upon  conversion  of the  Greenleaf
Debenture  are  "Registrable  Securities"  as that  term is  defined  under  the
Registration  Rights  Agreement  dated  August 8, 2001,  by and between  Neptune
Society and Greenleaf.

     3. Amendment of Greenleaf  Warrant.  Neptune  Society and Greenleaf  hereby
agree that the Greenleaf Warrant is hereby amended to extend the expiration date
of the Greenleaf  Warrant to December 31, 2005. No separate  instrument shall be
required  to  evidence  the  amendment,  contained  in  this  Section  3, of the
expiration  date of the  Greenleaf  Warrant  to  December  31,  2005;  provided,
however,  that upon the written  request of Greenleaf  and surrender of original
warrant,  Neptune Society will issue an amended and restated warrant certificate
reflecting this amendment.

     4. Assumption of Greenleaf Note.  Effective as of the Closing Date, Western
hereby  assumes and agrees to perform any and all  obligations  of Wilhelm under
the Greenleaf Note, as amended,  including,  but not limited to, the obligations
to make all payments of principal,  accrued interest and penalties, if any, when
due.  Without  limiting  the  generality  of the  foregoing,  Western  shall  be
primarily liable under the Greenleaf Note.

     5. First Right Agreement. Effective as of the Closing Date, Neptune Society
will enter into the First Right Agreement with Greenleaf.



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<PAGE>

     6.  Consent  to  Transfer  and  Assumption  of  Greenleaf  Trust  Deed  and
Subordination  Agreement.  Effective as of the Closing Date, Western,  Greenleaf
and Wilhelm  will enter into a Consent to  Transfer  and  Assumption  of Deed of
Trust, and  Subordination  Agreement,  in the form attached hereto as Exhibit H,
which shall be recorded in Multnomah County.

     7. CMC  Subordination.  Effective as of the Closing Date, CMC and Greenleaf
will enter into the CMC Subordination Agreement.

     8. Wilhelm Trust Deed.  Western will execute and deliver the deed of trust,
security  agreement and fixture filing related to the Portland  Property,  which
shall be recorded in Multnomah County (the "Wilhelm Trust Deed").

     9. Acknowledgement of Assumption and Consent to Asset Purchase Agreement.

          (a)  Greenleaf  acknowledges  that  Western  has assumed and agrees to
perform any and all  obligations  of Wilhelm  under the  Greenleaf  Note and the
Greenleaf  Trust  Deed,  and  Greenleaf  agrees  to  accept  payments  under the
Greenleaf  Note from Western.  Notwithstanding  the  foregoing,  nothing in this
Agreement  shall release (i) Wilhelm from its obligations to Greenleaf under the
Greenleaf  Note or the Wilhelm  Security  Agreement or (ii) Neptune  Society and
Neptune America under their respective Guaranty.

          (b) Greenleaf  hereby  consents to the sale of the Wilhelm  Assets and
the  Portland  Property  to  Western,  the  assumption  by Western of  Wilhelm's
obligations under the Greenleaf Note and the CMC Debenture,  and the delivery of
the Wilhelm Trust Deed by Western.

     10.  Acknowledgement and Ratification of Security Interest.  Wilhelm hereby
acknowledges,  ratifies  and  confirms  that the  Wilhelm  Security  Interest is
subordinate to the Greenleaf Security Interest.

     11.  Acknowledgement  and  Ratification  of Guaranty.  Neptune  Society and
Neptune America affirm and ratify their respective  guaranty agreements provided
to  Greenleaf  and  confirm  that (a) each  person  or  entity  comprising  each
guarantor  does  irrevocably  and  unconditionally  guarantee to  Greenleaf  the
payment and performance of the obligations  under each Guaranty,  upon the terms
and conditions set forth in each Guaranty, and (b) each Guaranty remains in full
force and effect and binding upon the respective  guarantor without any setoffs,
defenses or counterclaims of any kind whatsoever.

     12.   Acknowledgement  of  Security  Interests  under  the  Greenleaf  Loan
Documents.  Western  hereby  acknowledges  and confirms  Greenleaf's  rights and
preferences,  including the continuing  security  interest in the Wilhelm Assets
and Portland Property arising out of the Greenleaf Loan Documents and such other
documents and instruments entered into in connection with the Greenleaf Loan and
this Agreement.

     13. Closing.

          (a) Closing  Place and Time.  The Closing  shall take place at the law
offices  of  Steven  Adler  at 2130  N.E.  Klickitat  Street,  Portland,  Oregon
97212-2459 on March 8, 2002 or such other date as the parties may agree.

          (b)  Conditions  to Closing.  Greenleaf's  obligation to amend the due
date of the  Greenleaf  Note and to consent to the  assumption  of the Greenleaf
Note is subject to satisfaction of all of the



                                      -4-
<PAGE>

following  conditions before or  contemporaneously  with the Closing, any one or
more of which Greenleaf may waive in writing:

               (i) Truth of Representations and Warranties.  The representations
and warranties of Wilhelm,  Neptune Society,  Neptune  America,  CMC and Western
contained in this  Agreement,  the Greenleaf  Loan  Documents,  and in any other
certificate, instrument or document submitted by such parties to Greenleaf shall
be true and accurate in all material respects.

               (ii) Greenleaf Debenture.  Neptune Society shall have delivered a
debenture certificate representing the Greenleaf Convertible Debenture.

               (iii)  Delivery  of  Transaction  Documents.   Wilhelm,   Neptune
Society,  Neptune America,  and Western, as applicable,  shall have executed and
delivered to  Greenleaf,  or caused to be executed and delivered to Greenleaf by
the party or parties thereto, the following documents, each of which shall be in
form and substance satisfactory to Greenleaf:

                      (1)   this Agreement;
                      (2)   the Greenleaf Convertible Debenture;
                      (3)   Modification Endorsement for Title Policy for the
                            benefit of Greenleaf; and
                      (4)   such other documents and instruments reasonably
                            required by Greenleaf in connection with
                            transactions contemplated in this Agreement.

               (iv) Loan  Extension  Fee  Shares.  Neptune  Society  shall  have
delivered a certificate evidencing the Loan Extension Fee Shares to Greenleaf.

               (v) CMC  Subordination  Agreement.  CMC shall have  executed  and
delivered the CMC Subordination Agreement.

               (vi) Loan Put  Agreement  Acknowledgement.  David  Schroeder  and
Michael  Ashe  shall  have   executed  and   delivered  a  Loan  Put   Agreement
Acknowledgment in substantially the form attached here to as Exhibit I.

          (c) Other Closing Deliveries. In addition to the documents required to
be  delivered  to  Greenleaf in Section  11(a)(iii),  on the closing  date,  the
following documents shall be delivered:

               (i)  the Consent to Transfer and Assumption of Trust Deed;

               (ii) Wilhelm Trust Deed;

               (iii) Greenleaf Estoppel and Investor Representation Certificate;

               (iv) executed First Right Agreement;

               (v)  forms of UCC financing statements prepared by Greenleaf; and

               (vi) such other documents and instruments  reasonably required in
                    connection with transactions contemplated in this Agreement.



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<PAGE>

     14. General Provisions.

          (a) Governing Law. This  Agreement  shall be governed by and construed
in accordance  with the laws of the state of Oregon without regard to the choice
of law provisions thereof. In the event of any litigation,  the prevailing party
shall be entitled to recover from the other party all of its attorneys' fees and
other expenses incurred in connection with such litigation.

          (b)  Non-assignability.  No Party shall  assign this  Agreement or any
rights  arising  hereunder  without  the prior  written  consent of Wilhelm  and
Greenleaf, which consent shall not be unreasonably withheld.

          (c)  Notice.  All notices  required  to be given under this  Agreement
shall be deemed  given  when  personally  served in  writing on the person to be
notified,  or on the second  business day following  placement in the U.S. Mail,
postage prepaid, to the applicable party at the addresses indicated below:

                  If to Western:

                  Western Management Services, L.L.C.
                  6637 SE Milwaukie Avenue
                  Portland, OR 97202
                  Fax:  (503)
                  Attn:  Michael Ashe, Manager

                  With a copy to:

                  Steven D. Adler, P.C.
                  2130 NE Klickitat Street
                  Portland, OR 97212-2459
                  Fax:  (503) 282-5833


                  If to Wilhelm, Neptune Society or Neptune America:

                  c/o The Neptune Society, Inc.
                  3500 West Olive, Suite 1430
                  Burbank, CA 91505
                  Fax:  (818) 953-9844
                  Attn:  David Schroeder, President

                  with a copy to:

                  Dorsey & Whitney LLP
                  1420 Fifth Avenue, Suite 3400
                  Seattle, Washington  98101
                  Fax:  (206) 903-8820
                  Attn:  Randal Jones, Esq.



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<PAGE>

                  If to Greenleaf:

                  Green Leaf Investors I, LLC
                  4444 Lakeside Drive, Suite 340
                  Burbank, California 91505
                  Fax:  (818) 556-6994
                  Attn:  Tom R. Camp, Esq.

                  with a copy to:

                  Lane Powell Spears Lubersky LLP
                  601 SW Second Avenue, Suite 2100
                  Portland, Oregon 97204
                  Fax:  (503) 778-2200
                  Attn:  Jeffrey C. Wolfstone, Esq.

or, as to each party, at such other address as shall be designated by such party
in the written  notice to each other  party  complying  as to delivery  with the
terms of this paragraph.

          (d) Successors and Assigns.  Except as otherwise provided herein, this
Agreement  shall be binding on and shall  inure to the benefit of the parties to
it and their respective heirs,  legal  representatives,  successors and assigns.
The terms of this Agreement shall be enforceable by the parties hereto.

          (e) Amendment.  This Agreement constitutes the entire understanding of
the parties  with respect to the subject  matter  contained  herein,  and may be
amended only by a written instrument executed by the parties or their respective
successors or assigns.

          (f) Attorneys' Fees. In the event a suit,  action, or other proceeding
of any nature  whatsoever,  including any proceeding  under the U.S.  Bankruptcy
Code,  is  instituted in  connection  with any  controversy  arising out of this
Agreement or to interpret or enforce any rights hereunder,  the prevailing party
shall be entitled to recover from the losing party its attorneys',  paralegals',
accountants',  and other experts' fees and all other fees,  costs,  and expenses
actually  incurred  and  reasonably  necessary  in  connection   therewith,   as
determined by the court at trial or on any appeal or review,  in addition to all
other amounts provided by law.

          (g) Expenses  Related to this Agreement.  Neptune Society shall pay or
reimburse Greenleaf,  upon demand, all of Greenleaf's  reasonable  out-of-pocket
costs and expenses to the extent  incurred by Greenleaf in  connection  with the
negotiation,  preparation, review, carrying-out, amendment, waiver, refinancing,
restructuring,  reorganization  and enforcement of, and collection  pursuant to,
this  Agreement,  any  substitution  of security  under this  Agreement  and any
amendment of any financing  statement made or given pursuant to this  Agreement,
including,  without limitation,  Greenleaf's reasonable attorneys' fees; fees of
Greenleaf's  certified  public  accountants  and other outside  experts;  credit
reports;  appraisal  fees; lien searches;  escrow  charges;  recording or filing
fees;  insurance  premiums;  inspection,  due  diligence  and/or  audit  fees in
connection with the transactions contemplated in this Agreement.



                                      -7-
<PAGE>

          (h)  Severability  Each paragraph of this Agreement shall be viewed as
separate  and  divisible,  and in the  event  that any  paragraph  is held to be
invalid, the remaining paragraphs shall continue in full force and effect.

          (i)  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.

         [This space intentionally left blank - signature page follows]







                                      -8-
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

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


Per: /s/ David Schroeder                    Per:  /s/ 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


Green Leaf Investors I, LLC, a California limited
liability company

By: The Apogee Management Company, Inc., a California
corporation, Manager


By: /s/ Tom Camp
    ----------------------------

Title:
    ----------------------------





                                      -9-
<PAGE>

                                    EXHIBIT A

                        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 and 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, 2001
     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





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<PAGE>


                                    EXHIBIT B

                            ASSET PURCHASE AGREEMENT








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<PAGE>


                                    EXHIBIT C

                         GREENLEAF CONVERTIBLE DEBENTURE












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<PAGE>


                                    EXHIBIT D

                             SUBORDINATION AGREEMENT








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<PAGE>


                                    EXHIBIT E

                        FIRST RIGHT OF REFUSAL AGREEMENT







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<PAGE>


                                    EXHIBIT F

                           WILHELM SECURITY AGREEMENT







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<PAGE>


                                    EXHIBIT G

                ESTOPPEL AND INVESTOR REPRESENTATION CERTIFICATE





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<PAGE>


                                    EXHIBIT H

           CONSENT TO TRANSFER AND ASSUMPTION OF GREENLEAF TRUST DEED
                           AND SUBORDINATION AGREEMENT





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<PAGE>

                                    EXHIBIT I

                        LOAN PUT AGREEMENT ACKNOWLEDGMENT







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