EXHIBIT 10.39



THIS  DEBENTURE HAS NOT BEEN  REGISTERED  WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE  PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES  ACT"). THIS DEBENTURE SHALL NOT CONSTITUTE AN OFFER TO
SELL NOR A SOLICITATION OF AN OFFER TO BUY THE DEBENTURE IN ANY  JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS DEBENTURE MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT
TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT AND UNDER
APPLICABLE  STATE  SECURITIES  LAWS,  OR IN A  TRANSACTION  WHICH IS EXEMPT FROM
REGISTRATION  UNDER THE PROVISIONS OF THE SECURITIES ACT AND UNDER PROVISIONS OF
APPLICABLE STATE SECURITIES LAWS.


                            THE NEPTUNE SOCIETY, INC.

No. 001                                                               US$75,000


                 $75,000 CONVERTIBLE DEBENTURE DUE JULY 31, 2002


     THIS  DEBENTURE  is issued by The  Neptune  Society,  Inc.,  a  corporation
organized  and existing  under the laws of the State of Florida (the  "Company")
and is  designated  as its  US$75,000  Convertible  Debenture  Due July 31, 2002
("Debenture").

     FOR VALUE RECEIVED,  the Company promises to pay to Green Leaf Investors I,
LLC, a California  limited  liability  company,  or its  permitted  assigns (the
"Holder"),  the  principal  sum of  Seventy-five  Thousand  Dollars  and  00/100
(US$75,000)(the "Principal Amount") on July 31, 2002 (the "Maturity Date"). This
Debenture shall bear no interest on the unpaid Principal  Amount hereof,  except
in an Event of Default under the terms set forth in Section 1 hereto.

     This Debenture is subject to the following additional provisions:

     1. Interest and Payment in an Event of Default:  In an Event of Default, as
defined in Section 9 below,  unless such Event of Default shall have been waived
in writing by the Holder (which waiver shall not be deemed to be a waiver of any
subsequent  default),  (a) the Holder may demand payment of the Principal Amount
in cash, due immediately upon such demand,  and (b) interest shall accrue on the
Principal  Amount at the rate of  twelve  percent  (12%)  per  annum  based on a
360-day  year from  January  31,  2002 until the  Principal  Amount and  accrued
interest are paid in full.



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     2.  Securities  Act  Compliance:  This Debenture has been issued subject to
investment  representations  of the  Holder  hereof  and may be  transferred  or
exchanged  only in compliance  with the  Securities Act of 1933, as amended (the
"Securities  Act"), and other applicable state and foreign  securities laws. The
Holder shall deliver  written notice to the Company of any proposed  transfer of
this Debenture.  In the event of any proposed  transfer of this  Debenture,  the
Company may  require,  prior to issuance of a new  Debenture in the name of such
other person, that it receive reasonable transfer documentation  including legal
opinions that the issuance of the Debenture in such other name does not and will
not cause a violation of the Securities  Act or any applicable  state or foreign
securities  laws.  Prior to due presentment for transfer of this Debenture,  the
Company  and any agent of the  Company  may treat the  person in whose name this
Debenture is duly  registered on the  Company's  records as the owner hereof for
the purpose of receiving  payment as herein provided and for all other purposes,
whether or not this  Debenture be overdue,  and neither the Company nor any such
agent shall be  affected  by notice to the  contrary.  This  Debenture  has been
executed and delivered  pursuant to the Note Extension and Assignment  Agreement
dated  effective as of January 31, 2002 between,  among others,  the Company and
the  original  Holder (the "Note  Extension  Agreement"),  and is subject to the
terms  and  conditions  of the Note  Extension  Agreement,  which  are,  by this
reference,  incorporated  herein and made a part hereof.  Capitalized terms used
and not  otherwise  defined  herein  shall have the  meanings set forth for such
terms in the Note Extension Agreement.

     3. Optional  Conversion:  The Holder of this Debenture is entitled,  at its
sole  option,  to convert at any time  after the date  hereof,  and prior to the
Maturity  Date, the Principal  Amount of this  Debenture or any portion  thereof
into the Company's $0.02 par value per share common stock ("Common Shares"),  at
a conversion  price for each Common Share equal to US$0.333333 per share subject
to certain  adjustments set forth in Section 6, below (the "Conversion  Price").
The Company  acknowledges  that the Common Shares  acquirable upon conversion of
this  Debenture are  "Registrable  Securities" as that term is defined under the
Piggyback  Registration  Agreement  dated  August 8, 2001,  by and  between  the
Company and Green Leaf Investors I, LLC.

     The Company will cause its transfer agent to issue the Common Shares to the
Holder of this Debenture  under the terms set forth in this Section 3 hereto and
addressed  to such  Holder at the last  address of such  Holder  provided to the
Company.  The  issuance  of the  Common  Shares  shall  constitute  a payment of
principal  hereunder and shall satisfy and discharge the liability for principal
on this Debenture with respect to such conversion.

     4. Conversion:

          (a) Conversion shall be effectuated by surrendering  this Debenture to
the Company (if such Conversion will convert all outstanding principal) together
with the form of conversion  notice attached hereto as Exhibit A (the "Notice of
Conversion"),  executed by the Holder of this Debenture evidencing such Holder's
intention to convert this Debenture or a specified  portion (as above  provided)
hereof, and accompanied, if required by the Company, by proper assignment hereof
in blank.  No  fraction of a share or scrip  representing  a fraction of a share
will be issued on conversion, but the number of shares issuable shall be rounded
up to the nearest  whole share.  The date on which Notice of Conversion is given
(the "Conversion Date") shall be deemed to be the date on which the Holder faxes
the Notice of Conversion duly



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<PAGE>

executed  to  the  Company,  with  conformation  of the  same.  All  Notices  of
Conversion shall be sent by fax and over-night commercial courier service on the
date of such notice to:

                         The Neptune Society, Inc.
                         3500 W. Olive, Suite 1430
                         Burbank, California  91505
                         Fax:  818-953-9844
                         Attn: Rodney Bagley, Chief Financial Officer

Certificates representing Common Shares upon conversion will be delivered to the
Holder  within three (3) Trading Days from the date the Notice of  Conversion is
delivered to the Company.  Delivery of shares upon  conversion  shall be made to
the address specified by the Holder in the Notice of Conversion.

          (b)  The  share  certificates  shall  bear  a  restrictive  legend  in
substantially the following form:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED  ("SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY
     NOT BE SOLD,  TRANSFERRED  OR OTHERWISE  DISPOSED OF EXCEPT  PURSUANT TO AN
     EFFECTIVE  REGISTRATION  STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE
     FOREGOING LAWS. ACCORDINGLY,  THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED
     OR OTHERWISE  DISPOSED OF UNLESS (i) PURSUANT TO AN EFFECTIVE  REGISTRATION
     UNDER THE SECURITIES ACT OR (ii) IN A TRANSACTION  EXEMPT FROM REGISTRATION
     UNDER  THE  SECURITIES  ACT  AND  UNDER   PROVISIONS  OF  APPLICABLE  STATE
     SECURITIES LAWS.

     (c) The Holder  shall be  entitled  to exercise  its  conversion  privilege
notwithstanding the commencement of any case under 11 U.S.C.ss. 101 et seq. (the
"Bankruptcy  Code").  In the event the Company is a debtor under the  Bankruptcy
Code, the Company  hereby waives to the fullest  extent  permitted any rights to
relief it may have under 11 U.S.C.ss.362  in respect of the Holder's  conversion
privilege.

     5. Unconditional  Obligation: No provision of this Debenture shall alter or
impair the obligation of the Company,  which is absolute and  unconditional,  to
pay the Principal  Amount of, and interest on (if any), this Debenture as herein
prescribed. This Debenture is a direct obligation of the Company.

     6.  Anti-Dilution  Adjustment.  The  Conversion  Price  shall be subject to
adjustment from time to time as hereinafter provided in this Section 6:

          (a) If the Company at any time divides the  outstanding  Common Shares
into a greater  number of  shares  (whether  pursuant  to a stock  split,  stock
dividend or otherwise),  and conversely, if the outstanding shares of its Common
Shares are combined into a smaller  number of shares,  the  Conversion  Price in
effect   immediately   prior  to  such   division   or   combination   shall  be
proportionately  adjusted to reflect the  reduction  or increase in the value of
each such Common Share, subject to the proviso set forth in Section 6(d) below.



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<PAGE>

     (b) If any capital  reorganization or reclassification of the capital stock
of the  Company,  or  consolidation  or  merger  of  the  Company  with  another
corporation,  or the sale of all or  substantially  all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Shares shall be entitled to receive stock,  securities or assets with respect to
or  in  exchange  for  such  common   stock,   then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger or sale,  the  Holder
shall have the right to convert  and  receive  upon the basis and upon the terms
and  conditions  specified in this  Debenture  and in lieu of the Common  Shares
immediately  theretofore  acquirable and  receivable  upon the conversion of the
rights represented  hereby,  such shares of stock, other securities or assets as
would have been issued or delivered to the Holder if Holder had  converted  this
Debenture and had received such shares of common stock immediately prior to such
reorganization,  reclassification,  consolidation,  merger or sale.  The Company
shall not  effect any such  consolidation,  merger or sale  unless  prior to the
consummation  thereof  the  successor  corporation  (if other than the  Company)
resulting from such  consolidation or merger or the corporation  purchasing such
assets shall assume by written  instrument  executed and mailed to the Holder at
the last  address  of the  Holder  appearing  on the  books of the  Company  the
obligation  to deliver to the Holder such shares of stock,  securities or assets
as, in accordance with the foregoing  provisions,  the Holder may be entitled to
purchase.

     (c) If the Company  takes any other  action,  or if any other event occurs,
which does not come within the scope of the  provisions of Section 6(a) or 6(b),
but which should  result in an  adjustment  in the  Conversion  Price and/or the
number of shares  subject  to this  Debenture  in order to  fairly  protect  the
conversion  rights of the Holder,  an appropriate  adjustment in such conversion
rights shall be made by the Company, subject to the proviso set forth in Section
6(d) below.

     (d)  Upon  each  adjustment  of the  Conversion  Price,  the  Holder  shall
thereafter be entitled to purchase,  at the Conversion Price resulting from such
adjustment, the number of shares obtained by multiplying the Conversion Price in
effect  immediately prior to such adjustment by the number of shares purchasable
pursuant  hereto  immediately  prior to such adjustment and dividing the product
thereof  by the  Conversion  Price  resulting  from  such  adjustment.  Provided
however,  in no event shall the  Conversion  Price exceed  $0.333333  per Common
Share,  notwithstanding  a division,  combination,  stock split,  consolidation,
reorganization, reclassification or other transaction subject to this Section 6.

     (e) Upon any  adjustment of the  Conversion  Price,  the Company shall give
written notice thereof to the Holder stating the Conversion Price resulting from
such  adjustment  and the increase or decrease,  if any, in the number of shares
purchasable at such price upon the exercise of this Debenture,  setting forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.

     7.  Jurisdiction:  This  Debenture  shall be governed by and  construed  in
accordance with the laws of the State of Oregon. Each of the parties consents to
the  jurisdiction  of the  federal  courts in Oregon or the state  courts of the
State of Oregon sitting in Portland,  Multnomah  County,  in connection with any
dispute  arising under this Debenture and hereby  waives,  to the maximum extent
permitted by law, any  objection,  including  any  objection  based on forum non
conveniens, to the bringing of any such proceeding in such jurisdictions.



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<PAGE>

     8. Taxes:  The Holder shall be solely  responsible  for any and all amounts
required  to be paid by Holder  under the  applicable  provisions  of the United
States income tax laws or other  applicable laws in connection with the issuance
of  this   Debenture,   and  Holder  shall  execute  and  deliver  all  required
documentation in connection therewith.

     9. Event of Default: The following shall constitute an "Event of Default":

          a.   Any of the  representations  or warranties made by the Company or
               by Wilhelm Mortuary, Inc., an Oregon corporation, wholly-owned by
               the Company,  herein or in the Note Extension  Agreement executed
               and delivered in connection  with the delivery of this  Debenture
               shall be false or misleading in any material  respect at the time
               made; or

          b.   The  Company  fails to issue  Common  Shares to the  Holder or to
               cause its Transfer  Agent to issue Common Shares upon exercise by
               the Holder of the  conversion  rights of the Holder in accordance
               with the terms of this  Debenture,  fails to transfer or to cause
               its Transfer Agent to transfer any  certificate for Common Shares
               issued to the Holder upon  conversion  of this  Debenture  as and
               when required by this  Debenture,  and such transfer is otherwise
               lawful,  and any such failure shall continue uncured for ten (10)
               business  days  after  written  notice  from the  Holder  of such
               failure; or

          c.   The  Company  shall fail to perform or observe,  in any  material
               respect,  any  other  covenant,   term,   provision,   condition,
               agreement or obligation of the Company under the Note  Conversion
               Agreement  or this  Debenture  and such  failure  shall  continue
               uncured  for a period of thirty  (30) days after  written  notice
               from the Holder of such failure; or

          d.   The Company  shall (1) admit in writing its  inability to pay its
               debts  generally as they mature;  (2) make an assignment  for the
               benefit of creditors or commence proceedings for its dissolution;
               or (3) apply for or  consent  to the  appointment  of a  trustee,
               liquidator or receiver for its or for a  substantial  part of its
               property or business; or

          e.   A trustee,  liquidator  or receiver  shall be  appointed  for the
               Company or for a  substantial  part of its  property  or business
               without its consent and shall not be discharged within sixty (60)
               days after such appointment; or

          f.   Any governmental agency or any court of competent jurisdiction at
               the instance of any  governmental  agency shall assume custody or
               control of the whole or any substantial portion of the properties
               or assets of the Company and shall not be dismissed  within sixty
               (60) days thereafter; or

          g.   Bankruptcy, reorganization, insolvency or liquidation proceedings
               or other  proceedings  for relief under any bankruptcy law or any
               law for the relief of debtors  shall be  instituted by or against
               the Company and, if instituted against the Company,  shall not be
               dismissed  within sixty (60) days after such  institution  or the
               Company shall by any action or answer approve of,



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<PAGE>

               consent to, or  acquiesce  in any such  proceedings  or admit the
               material allegations of, or default in answering a petition filed
               in any such proceeding

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the Holder's  sole  discretion,  the Holder may consider  this
Debenture  immediately due and payable.  In an Event of Default,  the Holder may
immediately  enforce any and all of the Holder's  rights and  remedies  provided
herein or any other rights or remedies afforded by law.

     10. No Shareholder  Rights:  Nothing  contained in this Debenture  shall be
construed  as  conferring  upon  the  Holder  the  right  to vote or to  receive
dividends  or to consent or receive  notice as a  shareholder  in respect of any
meeting  of  shareholders  or any  rights  whatsoever  as a  shareholder  of the
Company, unless and to the extent converted in accordance with the terms hereof.

     11.  Notices:  Any notice,  demand or request  required or  permitted to be
given by the Company or the Holder pursuant to the terms of this Debenture shall
be in writing  and shall be deemed  given (i) when  delivered  personally  or by
verifiable facsimile transmission (with a hard copy to follow), (ii) on the next
Business  Day after  timely  delivery  to an  overnight  courier or (iii) on the
Business Day  actually  received if deposited  in the U.S.  mail  (certified  or
registered  mail,  return  receipt  requested,  postage  prepaid),  addressed as
follows:

            If to the Company:

            The Neptune Society, Inc.
            3500 W. Olive, Suite 1430
            Burbank, California  91505
            Attn:  Rodney Bagley, Chief Financial Officer

            with a copy to:

            Dorsey & Whitney LLP
            US Bank Building Center
            1420 5th Avenue - Suite 3400
            Seattle, WA 98101
            Attn:    Randal R. Jones
            Tel:     (206) 903-8814
            Fax:     (206) 903-8820

and if to the Holder,  at such  address as the Holder shall have  furnished  the
Company in writing.



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<PAGE>

     IN WITNESS  WHEREOF,  the  Company  has caused  this  Debenture  to be duly
executed by an officer thereunto duly authorized.


Dated:     March 8th, 2002

                                    The Neptune Society, Inc.


                                    By:
                                        ---------------------------------------
                                        Name:  Marco Markin
                                        Title:  Chief Executive Officer

Attest:



-----------------------





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<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)

     The undersigned hereby irrevocably elects to convert $ ________________  of
the  principal  amount  of  Debenture  No.  001 of The  Neptune  Society,  Inc.,
US$75,000  Convertible  Debenture Due July 31, 2002, into Shares of Common Stock
("Common Shares") of The Neptune Society,  Inc. (the "Company") according to the
conditions hereof, as of the date written below.


In connection  with the exercise,  the  undersigned  (the  "Holder")  covenants,
represents and warrants to the Company that:


     1.   Holder has such  knowledge  and  experience  in financial and business
          matters  as to be  capable  of  evaluating  the merits and risks of an
          investment  in the Common  Shares and it is able to bear the  economic
          risk of loss of its entire investment;

     2.   the Company has provided to Holder the  opportunity  to ask  questions
          and  receive  answers  concerning  the  terms  and  conditions  of the
          conversion  and Holder has had access to such  information  concerning
          the  Company as Holder has  considered  necessary  or  appropriate  in
          connection  with  Holder's  investment  decision to acquire the Common
          Shares;

     3.   Holder is acquiring  the Common  Shares for Holder's own account,  for
          investment   purposes  only  and  not  with  a  view  to  any  resale,
          distribution or other disposition of the common shares in violation of
          the United States securities laws;

     4.   unless   otherwise   notified  by  the  Company  in  writing,   Holder
          understands  that  the  Common  Shares  have  not been and will not be
          registered under the United States  Securities Act of 1933, as amended
          (the  "Securities  Act") or the  securities  laws of any  state of the
          United  States and that the  conversion  contemplated  hereby is being
          made in reliance on an exemption from such registration requirements;

     5.   the Holder  acknowledges  and agrees with the Company that the Company
          shall refuse to register  any  transfer of the Common  Shares not made
          pursuant to  registration  under the Securities Act, or pursuant to an
          available exemption from registration under the Securities Act;

     6.   if Holder  decides to offer,  sell or  otherwise  transfer  any of the
          Common Shares,  Holder will not offer, sell or otherwise  transfer any
          of such Common Shares directly or indirectly, unless:

          (i)  the sale is to the Company;



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<PAGE>

          (ii) the sale is made pursuant to an effective  registration statement
               under the Securities Act;

          (iii)the sale is made pursuant to the exemption from the  registration
               requirements  under  the  Securities  Act  provided  by Rule  144
               thereunder and in accordance with any applicable state securities
               or "Blue Sky" laws; or

          (iv) the Common Shares are sold in a transaction that does not require
               registration  under the Securities  Act or any  applicable  state
               laws and regulations  governing the offer and sale of securities,
               and Holder  has prior to such sale  furnished  to the  Company an
               opinion of counsel reasonably satisfactory to the Company;

     8.   the  certificates  representing  the Common  Shares will bear a legend
          stating that such shares have not been registered under the Securities
          Act or the  securities  laws of any state of the United States and may
          not be offered for sale or sold unless registered under the Securities
          Act and the  securities  laws of all  applicable  states of the United
          States  or  an  exemption  from  such  registration   requirements  is
          available; and

     9.   Holder  consents to the Company making an appropriate  notation on its
          records or giving instructions to any transfer agent of the Company in
          order  to  implement  the  restrictions  on  transfer  set  forth  and
          described herein.

Dated this ______ day of __________________, 20 ____.


                                  ---------------------------------------------
                                  (Name of Holder - please print)


                                  By:
                                      -----------------------------------------
                                      (Authorized Signature)

                                      -----------------------------------------
                                      (Official Capacity or Title -
                                      please print)

                                      -----------------------------------------
                                      (Please print name of individual
                                       whose signature appears above if
                                       different than the name of the
                                       Holder printed above)



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<PAGE>

Number of Shares Issuable
upon this conversion:
                        --------------------------------------
Name:
      --------------------------------------------------------


Address:
         -----------------------------------------------------

Phone:                              Facsimile:
      ---------------------                   ----------------










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