EXHIBIT 10.37


                                Service Agreement

     THIS SERVICE AGREEMENT ("Agreement") is made effective as of March 8, 2002,
by and between Western Management Services,  L.L.C., an Oregon limited liability
company  ("Service  Provider"),   and  The  Neptune  Society,  Inc.,  a  Florida
Corporation  (together  with  its  subsidiaries,   "Neptune  Society").  Service
Provider and Neptune  Society are together  referred to in this Agreement as the
"Parties" and each is a "Party".

     A.   Neptune Society,  including  Neptune Society of America,  a California
          corporation and wholly-owned  subsidiary of The Neptune Society,  Inc.
          ("Neptune America") and Wilhelm Mortuary, Inc., a company incorporated
          under the laws of the State of Oregon and  wholly-owned  subsidiary of
          Neptune  Society  ("Wilhelm"),  are in the business of  marketing  and
          selling cremation  services,  pre-need  cremation services and related
          merchandise in the United States.

     B.   The Neptune  Society is in the business of marketing and selling (i) a
          simple  cremation  plan ("Basic Plan") as set forth on Exhibit A; (ii)
          pre-need  cremation  contracts  entered  into  between a consumer  and
          Neptune Society for the provision of and payment for certain cremation
          services prior to the time of death in compliance  with Applicable Law
          (each, a "Pre-Need  Contract") as set forth in Exhibit B; (iii) Travel
          Plans,  and  (iv)  certain  retail   merchandise   contracts  used  in
          connection  with  fulfilling the  obligations  of a Pre-Need  Contract
          ("Merchandise  Contract")  as set forth in Exhibit C; and (iii) in the
          course  of  marketing  as set  forth in (i) and (ii) of this  section,
          Neptune  Society or its subsidiary  will cause certain  consumers from
          time-to-time  to directly or indirectly  contact the Service  Provider
          for a contract  entered into after the time of death for the provision
          of such services (an "At-Need Contract") as set forth in Exhibit D.

     C.   Service  Provider  acquired  certain assets and liabilities of Wilhelm
          under the terms of an Asset Purchase Agreement dated January 31, 2002,
          by and  among the  Service  Provider,  Neptune  Society,  Wilhelm  and
          Neptune America (the "Asset Purchase Agreement").

     D.   The Service  Provider  acquired the assets and  liabilities of Wilhelm
          for the  purposes of  conducting  the  business of (i)  marketing  and
          selling Pre-Need  Contracts and (ii) providing At-Need Services in the
          Portland, Oregon area.

     E.   Neptune  Society has from  time-to-time  sold,  and will in the future
          continue to market and sell, certain Pre-Need and At-Need Contracts in
          the  geographical  area  served  by the  Service  Provider,  including
          certain contracts  assumed,  transferred to or acquired by the Service
          Provider under the Asset Purchase Agreement.

     F.   The Service Provider has agreed to provide all necessary  services and
          transportation  related  to  At-Need  Services  under the terms of any
          Basic  Plan,  At-Need  Contract,   Pre-Need  Contract  or  Merchandise
          Contract sold by Neptune



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          Society  within a 100 mile radius of Portland,  Oregon (the  "Portland
          Territory") (each, a "Relevant Contract").

     G.   Service  Provider  desires  Neptune  Society  to market and sell Basic
          Plans,  Pre-Need  Contracts  and Travel  Plans under the name  Neptune
          Society  or  Neptune  Cremation  Service  , as  may  be  amended  from
          time-to-time by Neptune Society  exclusively for the Service  Provider
          in the Portland  Territory in accordance with the terms and conditions
          set forth in this Agreement.

     H.   Neptune Society, under the terms of this Agreement,  desires to market
          and sell Pre-Need  Contracts under the name Neptune Society or Neptune
          Cremation  Service  exclusively  for Service  Provider in the Portland
          Territory,  and  Service  Provider  agrees to  provide  the  necessary
          services in order to fulfill the Pre-Need  Contracts marketed and sold
          by Neptune Society in the Portland  Territory and to provide necessary
          At-Need Services as required by those consumers directly or indirectly
          requesting that the Service  Provider provide the Basis Plan cremation
          services in the Portland Territory.

     I.   The  Parties  have  acquired,  or intend to acquire  (and  maintain in
          force) as a condition of this Agreement,  all necessary State licenses
          or  certificates  from  the  regulatory  authorities  relating  to the
          marketing,   sale  and  delivery  of  services  contemplated  in  this
          Agreement.

     NOW THEREFORE, in consideration of the representations,  warranties, mutual
covenants and  agreements of the Parties  contained in this  Agreement,  Neptune
Society and Service Provider agree as follows:

1.   Interpretation

     (a) General Definitions.  In this Agreement, the following terms shall have
the following meanings unless inconsistent with the context:

     "Administrative  Services"  means  administration  relating  to any At-Need
Contract,  Pre-Need  Contract or Relevant  Contract,  as applicable,  including,
without limitation:  (i) completing  documentation  relating to the provision of
At-Need  Services  at the  time of  need;  (ii)  providing  regular  reports  to
applicable governmental agencies related to the performance of At-Need Services,
(iii) securing  certificates,  receipts and other documentation to the family or
estate of the  decedent  as may be required  under the  Pre-Need  Contract,  the
At-Need Contract and Applicable Law, and (iv) such other services as the Neptune
Society and Service  Provider  may agree upon or may be  reasonably  required to
fulfill the obligations of Service Provider under this Agreement;

     "Affiliate  Provider" means that particular  entity or existing mortuary or
crematory in the market area in which Neptune  Society is marketing its Pre-Need
Cremation Plans on behalf of



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the  existing  mortuary  or  crematory  that is  licensed in that market area to
conduct cremation business.

     "Affiliate"  means  with  respect  to a  party,  a  natural  person,  firm,
partnership,   limited   liability  company  or  corporation  who,  directly  or
indirectly, through one or more intermediaries, controls or is controlled by, or
is under  common  control with that party.  For the purpose of this  definition,
"control" means  possession,  directly or indirectly,  of the power to direct or
cause the direction of the management or policies of a Person,  whether  through
the ownership of voting securities, by contract or otherwise.

     "Applicable Law" means any statute, regulation, rule, decree, constitution,
regulation,  order, judgment,  judicial interpretation or other directive of any
governmental  entity  applicable  to any  Person  as such  law  applies  to this
Agreement, including but not limited to, the provision of cremation services and
the administration of Pre-Need Contracts and At-Need Contracts.

     "At-Need  Service"  means to  perform  or cause to be  performed  by others
cremation  services at the time of need,  including  but not limited to, (i) the
removal  of  Beneficiary's  body from the place of death and  return to  Service
Provider's licensed holding facility, (ii) providing the Administrative Services
in accordance with all applicable  laws,  rules and  regulations  related to the
provision of the  cremation;  (iii)  placing the body into the proper  container
specified under the terms of the Relevant Contract and cremating the body of the
Beneficiary;  (iv)  placing  the  cremated  remains  into the  container  or urn
specified  under the terms of the Relevant  Contract and properly  labeling such
container or urn, which merchandise shall be provided,  if previously  purchased
by the  Beneficiary,  by Neptune Society;  (v) delivering,  scattering at sea or
handling  the  cremated  remains in  accordance  with the  Pre-Need  Contract or
At-Need Contract,  as applicable,  but in all cases with at least in such manner
to provide  complete  service and accurate data and  documentation  necessary to
comply with  Applicable Law and the terms of the relevant  Pre-Need  Contract or
At-Need Contract.

     "Beneficiary"  means the  beneficiary  specified in the  relevant  Pre-Need
Contract,  the  deceased in an At-Need  Contract or  Relevant  Contract,  as the
context requires.

     "Person" means an individual,  corporation,  partnership, limited liability
company, firm, joint stock company, joint venture, trust, estate, unincorporated
organization,  association, government entity, or organization or association of
which any of the above is a member or participant.

     "Records"  means  all  logs,   records,   data,   certificates,   receipts,
agreements,  inspection  reports  and other  documentation  related to  Pre-Need
Contracts, At-Need Contracts and/or the provision of At-Need Services under this
Agreement.

     "Service Provider" means Western Management Services,  L.L.C., the provider
of services  related to the  provision of simple  cremation  and  transportation
services in order to fulfill obligations under the terms of this Agreement.



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     "Services"  means the  services  to be  provided  by the  Service  Provider
pursuant to Section 2 of this Agreement.

     "Travel Plan" means the Travel Plan which has been sold by Neptune Society,
which,  in accordance  with the terms of such plan,  guarantees the  Beneficiary
will receive Services regardless of where the Beneficiary dies.

     "Term" means the term of this  Agreement,  which shall be (i) a period of 5
years for the marketing and selling  services  provided for by Neptune  Society,
automatically renewable for periods of one year thereafter, unless terminated by
either  Party upon  written  notice  delivered  to the other Party no later than
ninety (90) days prior to the  expiration of such term or renewal  thereof,  and
(ii) upon the  expiration  of a Relevant  Contract  with  respect to the Service
Providers obligations to provide Services with respect to such Relevant Contract
and the Neptune Society's obligations to provide merchandise as provided herein.
The Parties  obligations  under Section 2 of this Agreement  shall survive until
all of the Relevant  Contracts have been performed in accordance  with the terms
of this Agreement.

     (b) Section  Headings.Section  headings and captions in this  Agreement are
for reference and convenience  only and shall not affect the  interpretation  or
meaning of any provision of this Agreement.

2.   Services

     (a) Services Provided. Beginning on the Effective Date and continuing until
terminated as provided herein,  Service Provider agrees to provide the following
services to the  Beneficiary  under the terms of Pre-Need  Contracts and At-Need
Contracts (collectively, the "Services"):

          (i) Service  Provider shall provide  At-Need  Services for each of the
Relevant Contracts in the Portland Territory;

          (ii) Service Provider shall provide At-Need Services for each Pre-Need
Contract of the Neptune  Society in which the  Beneficiary of such contract dies
and requires cremation related services within the Portland Territory; and

          (iii) Service  Provider  shall  provide all  necessary  Administrative
Services related to the At-Need Services provided in (i) and (ii), above.

     (b) Service  Protocol.  Service  Provider,  directly or through a licensed,
qualified  cremation service provider,  shall provide the Services in accordance
with the service  protocol set forth on Exhibit E attached  hereto (the "Service
Protocol").  The Parties  agree to modify such  Service  Protocol as  reasonably
necessary  to give effect to intent of the  provisions  of this Section 2 and to
comply with Applicable Law.



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<PAGE>

     (c) Standard of Services.  In  performing  the services  enumerated in this
Section 2, Service  Provider shall  exercise that degree of care,  diligence and
responsibility  with respect to the provision of Services and relevant  services
as  required  by  Applicable  Law and in  accordance  with  acceptable  industry
practices and the terms set forth in the applicable  Pre-Need Contract.  Service
Provider  shall  provide  such  relevant  Services  hereunder  through  licensed
facilities and able,  qualified and trained employees and contractors of Service
Provider,  including supervisory and support personnel,  in sufficient number to
properly  render  such  services  under the terms of the  Pre-Need  and  At-Need
Contracts and in the manner required by this Agreement and Applicable Law.

     (d) Delivery of Merchandise.  For each Relevant Contract,  and in the event
Neptune has agreed to store (and has stored) such  merchandise  on behalf of the
purchaser/consumer, the Neptune Society shall deliver, at the request of Service
Provider and purchaser/consumer,  to Service Provider (if stored by Neptune) the
merchandise  purchased by the Beneficiary  prior to delivery of the Services for
such Relevant Contract.  Within thirty (30) days after the Agreement is executed
by the  Parties  and  continuing  until  all the  Relevant  Contracts  have been
fulfilled,  the Neptune  Society will deliver to Service  Provider  upon written
request,  and Service  Provider will warehouse and inventory in accordance  with
the terms of each Relevant  Contract and Applicable Law, a sufficient  inventory
of merchandise to provide the Services for a period of thirty (30) days based on
the average number of  fulfillments  under this  Agreement  during the preceding
thirty (30) day period.

     (e) Inability to Perform Service Provider Services.  If Service Provider is
unable to perform the  Services,  either  directly  or using a  qualified  third
party,  for any reason,  including but not limited to, as a result of suspension
or  revocation  of its  license,  cessation  of  business  activities,  problems
associated  with  personnel,  equipment  or  capacity,  Service  Provider  shall
immediately  notify the Neptune  Society of such  inability in writing.  In such
event,  the Neptune  Society,  at its sole option,  may take any  reasonable and
lawful  action to perform the  Services,  only during the period of  disability,
either directly or using a third-party  service  provider,  and Service Provider
shall not be entitled to any compensation related to such Pre-Need Contract.

3.   Term and Termination

     (a) This  Agreement  will  take  effect as of the  Effective  Date and will
continue in force with respect to fulfillment of each Relevant  Contract subject
to this Agreement until all such Relevant Contracts have been fulfilled.

     (b)  The  Parties  shall  be  deemed  to have  fully  performed  all  their
respective  obligations under this Agreement with respect to a Relevant Contract
if:

          (i) the Person in charge of final  arrangements for the Beneficiary of
such  Relevant  Contract  specifies  another  unrelated  party  to  perform  the
cremation services; or

          (ii) the  Relevant  Contract  is  cancelled,  terminated  or the final
arrangements contemplated in the Relevant Contract do not require performance by
the Parties.



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<PAGE>

     (c) If Service  Provider is unable to perform  the  Services as a result of
the  circumstances  set forth under  Section  2(e),  3(b)(i) or (ii) above,  the
Pre-Need  Contract  shall be treated as if the contract  never existed and shall
not be  deemed  a  Relevant  Contract,  and the  Neptune  Society  shall  not be
obligated,  or have any further  obligation,  whatsoever to Service Provider for
such contract.

     (d) This Agreement may be terminated under the following circumstances, but
in such case the mutual  releases  contained in this Agreement shall continue in
full force and effect:

          (i) Service  Provider  and the  Neptune  Society  may  terminate  this
Agreement at any time by mutual written agreement.

          (ii) Service Provider may terminate this Agreement by giving notice in
writing to the Neptune  Society in the event the Neptune  Society is in material
breach of this  Agreement  and has failed to cure such breach within thirty (30)
days of receipt of written notice thereof from Service  Provider;  provided that
if a breach is not reasonably capable of being cured within such thirty (30)-day
period,  then the Neptune Society shall be given an additional  thirty (30) days
to cure such breach so long as it is  continuously  and  vigorously  pursuing in
good faith the cure of such breach.

     (e) In the event  Service  Provider is unable to perform the  Services as a
result of a material breach of this Agreement by Service  Provider,  the Neptune
Society will be  authorized  to use a third party  service  provider  during the
period of such  disability  for the  purposes of  providing  the  Services  with
respect to Pre-Need  and At-Need  Contracts  affected by such  disability.  This
Section 3(e) will survive the termination of this Agreement.

4.   Compensation

     (a) Compensation  for Service Provider  Services.  Service  Provider,  upon
provision of Services  related to a Pre-Need  Contract or At-Need Contract under
Section 2(a) of this  Agreement,  will receive a per contract base  compensation
(the "Base  Compensation")  in the amount set forth below,  based on the date of
the death of the Beneficiary, during each relevant period:



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    Date of Beneficiary Death                      Base Compensation
    -------------------------                      -----------------

                                              Pre-Need            At-Need
                                             Contracts           Contracts
                                             ---------           ---------
    Effective Date through 2002                 $425                $625
    through 2003                                $440                $640

    through 2004                                $455                $655

    through 2005                                $470                $670

    After 2006                                  $485                $685


     (b) Payment of Compensation.  The sole  consideration  for the provision by
Service   Provider  of  the  Services  to  the  Neptune  Society  shall  be  the
consideration set forth in Section 4(a) of this Agreement. Neptune Society shall
pay Service Provider the Base Compensation  under Section 4(a) of this Agreement
for each Relevant Contract in which Service Provider has performed  Services and
delivered to the Neptune Society satisfactory documentation, including a copy of
the certified death certificate and a copy of the Federal Trade Commission (FTC)
compliant  "Statement  of Goods and  Services"  signed and dated by the  Service
Provider  Funeral  Director or arranger that the Services have been performed in
accordance  with the terms of this  Agreement.  Beginning  the first month after
this Agreement is executed by the Parties and continuing  until all the Relevant
Contracts have been fulfilled and during the term of this Agreement, the Service
Provider  will  provide  to the  Neptune  Society  within  five  (5) days of the
beginning of each month a written  invoice for the preceding month (the "Monthly
Statement")  providing (i) the number of Relevant  Contracts for which  Services
were performed during the preceding month;  (ii) the Base  Compensation for each
such Relevant  Contract and (iii) the total Base Compensation due to the Service
Provider by the Neptune Society. Each Monthly Statement shall be due and payable
ten (10) days after delivery of the Monthly Statement to Neptune Society.

     (c) Payments to Third Party  Service  Providers.  Service  Provider will be
solely responsible for paying any fees, costs and expenses and any consideration
payable to third-party  service providers  engaged by the Service  Provider,  if
any, for any and all services provided in connection with the Services.

5.   Exclusive Marketing Arrangement

     (a)  Appointment.  Service  Provider hereby appoints Neptune Society as its
exclusive  representative  to market,  promote and sell  Pre-Need  Contracts and
Merchandise  Contracts under the names "Neptune,"  "Neptune  Society,"  "Neptune
Cremation Service," "Trident," "Trident



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<PAGE>

Society"  or  similar  name in the  Portland  Territory,  for  the  Term of this
Agreement and any extension  thereof.  The  obligations  of the Neptune  Society
during the term of this  Agreement  relative to marketing  and selling  Pre-Need
Contracts and Merchandise  Contracts shall require Neptune Society to market and
sell such Relevant  Contracts in accordance  with all Applicable Laws and at its
own  expense  within the  Portland  Territory.  Service  Provider  will  provide
Services  for each  Relevant  Contract  sold by Neptune  Society in the Portland
Territory  during the Term of this  Agreement.  Notwithstanding  the  foregoing,
nothing contained herein shall prevent Service Provider from marketing, selling,
merchandising  or  performing  services  under any name  other  than  "Neptune,"
"Neptune Society," "Neptune Cremation Services," "Trident," "Trident Society" or
other similar trade name which may reasonably be confused with a Neptune Society
trade name.

     (b)  Non-Compete.  Service Provider and its Affiliates will not directly or
indirectly  contract to sell Basic Plans,  Pre-Need  Contracts  and  Merchandise
Contracts  under  the  trade  name or using the  trademark  "Neptune,"  "Neptune
Society,"  "Trident,"  "Neptune  Cremation  Service" or other similar trade name
used by Neptune  Society in the Portland  Territory or contract with,  agree to,
permit,  or in any other way  authorize  any other  Person to sell Basic  Plans,
Pre-Need  Contracts and Merchandise  Contracts under the trade name or using the
trademark  "Neptune," "Neptune Society,"  "Trident," "Neptune Cremation Service"
or other similar trade name used by Neptune  Society in the Portland  Territory.
Service  Provider  will refer to the  Neptune  Society all  inquiries  for Basic
Plans,  Pre-Need  Contracts and  Merchandise  Contracts  under the trade name or
using the trademark  "Neptune," "Neptune Society," "Trident," "Neptune Cremation
Service"  or other  similar  trade name used by Neptune  Society  received  from
within  the  Portland  Territory  or for sales  within the  Portland  Territory.
Notwithstanding the foregoing,  Service Provider may market,  sell,  merchandise
and perform  services  under any trade name or trademark  other than  "Neptune,"
"Neptune Society,"  "Trident,"  "Neptune Cremation Services" or other trade name
which may  reasonably be confused with a Neptune  Society trade name and Neptune
Society will not offer for sale or market any other funeral or cremation related
services  (other than those  contemplated  herein) that would in any way compete
directly with the Service Provider in the Portland Territory.

     (c)  Non-Circumvention.  The Parties  agree that they shall not directly or
indirectly,  through  any  officer,  director,  employee,  agent,  Affiliate  or
otherwise solicit or initiate, directly or indirectly, or encourage or cause any
advertisement  to be  directed  into the  Portland  Territory  in an  attempt to
influence those holding Relevant Contracts to cancel such contracts or otherwise
transfer such contracts to any other provider of cremation services.

6.   Independent Contractors

     During  the  term of  this  Agreement,  the  relationship  between  Service
Provider  and any of its  employees  or  contractors,  on the one hand,  and the
Neptune  Society and any of its  employees  or  contractors,  on the other hand,
shall be that of an owner and an independent contractor.  Service Provider shall
at all times render the  Services in its  capacity as licensed  provider of such
services and in accordance  with all applicable  laws. No employee or contractor
of Service  Provider  shall be considered,  by reason of the  performance of the
Services, as having an



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employee status with the Neptune  Society.  Service Provider has no authority to
bind or  otherwise  obligate  the  Neptune  Society to third  parties in any way
unrelated  to the  Services  provided  hereunder  or under  the  Asset  Purchase
Agreement.  All  debts and  liabilities  incurred  by  Service  Provider  in the
rendering of the Services  provided  under this  Agreement  (including,  but not
limited to, employee  compensation and benefits) shall be, and remain, the debts
and liabilities of Service  Provider.  Service  Provider agrees to indemnify the
Neptune  Society  against  any and all  claims  or liens  which  may be filed or
asserted  against the Neptune Society by third parties whom Service Provider has
hired to perform any of the Services.  Except as otherwise  contemplated in this
Agreement,  the Neptune  Society shall not be deemed a party to any agreement or
other  contract  regarding  Service  Provider,  its  contractors or employees in
performing the Services hereunder, except the Relevant Contracts.

7.   Insurance and Indemnification

     (a) During the term of this Agreement,  Service Provider shall, at its sole
expense,  maintain general liability insurance with liability limits of at least
one  million  dollars  ($1,000,000)  per  occurrence  and five  million  dollars
($5,000,000) aggregate per policy period, which insurance shall name the Neptune
Society, its agents, servants, officers, directors,  principals,  affiliates and
employees as additional  insureds,  as a result of any liability,  derivative or
otherwise,  which may be imposed upon them as a result of claimed  negligence or
wrongful conduct by Service Provider, its agents, servants, officers, directors,
principals,  affiliates  and  employees in  performing  the Services  under this
Agreement.  Upon the  request of the Neptune  Society,  Service  Provider  shall
provide the Neptune Society evidence of such insurance coverage.

     (b) During the term of this  Agreement,  the Neptune  Society shall, at its
sole expense,  maintain general liability  insurance with liability limits of at
least one million dollars  ($1,000,000)  per occurrence and five million dollars
($5,000,000)  aggregate per policy period,  which  insurance  shall name Service
Provider, its agents, servants, officers, directors, principals,  affiliates and
employees as additional  insureds,  as a result of any liability,  derivative or
otherwise,  which may be imposed upon them as a result of claimed  negligence or
wrongful  conduct  by the  Neptune  Society,  its  agents,  servants,  officers,
directors,  principals,  affiliates and employees related to sales and marketing
of the relevant  Contracts.  Upon the request of Service  Provider,  the Neptune
Society shall provide the Service Provider evidence of such insurance coverage.

     (c) Service  Provider shall indemnify and defend the Neptune  Society,  its
Affiliates  and their  respective  principals,  managers,  directors,  officers,
shareholders, employees and agents, and hold them harmless from and against, any
and  all  loss,  liability,  damage,  claim,  cost  or  expense  (including  the
reasonable fees and expenses of their legal counsel)  arising out of or relating
to or caused by the action or  inaction  of  Service  Provider,  its  directors,
officers,  employees,  contractors and/or agents, in connection with or relating
to the provision of the Services,  the conduct of the business and operations of
Service  Provider  and  Service  Provider's   performance  of  the  transactions
contemplated in this  Agreement,  including but not limited to: (i) any claim by
any Service Provider employee or contractor or former employee or contractor



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arising on account of any action taken or any matter or event  occurring  during
the course of such person's  employment or engagement by Service Provider;  (ii)
any  claim,  investigation  or  suspension  arising  out  of  any  violation  of
Applicable  Law in  connection  with  providing  the  Services;  and  (iii)  any
negligent act or omission, the gross negligence or willful misconduct of Service
Provider, or any director,  officer, employee, agent, contractor or Affiliate of
Service Provider.

     (d) The Neptune  Society shall indemnify and defend Service  Provider,  its
Affiliates,   principals,  partners,  members,  managers,  directors,  officers,
employees and agents, and hold them harmless from and against, any and all loss,
liability,  damage,  claim,  cost or expense  (including the reasonable fees and
expenses  of its legal  counsel)  arising out of or relating to or caused by the
action or inaction  of Neptune  Society,  its  directors,  officers,  employees,
contractors  and/or  agents,  in  connection  with or relating  to the  Relevant
Contracts,  the conduct of the business and  operations  of Neptune  Society and
Neptune  Society's   performance  of  the  transactions   contemplated  in  this
Agreement,  including  but not limited to: (i) any claim by any Neptune  Society
employee or  contractor or former  employee or contractor  arising on account of
any  action  taken or any  matter or event  occurring  during the course of such
person's   employment  or  engagement  by  Neptune  Society;   (ii)  any  claim,
investigation  or suspension  arising out of any violation of Applicable  Law by
Neptune Society;  and (iii) any negligent act or omission,  the gross negligence
or  willful  misconduct  of  the  Neptune  Society,  or any  director,  officer,
employee, agent, contractor or Affiliate of Neptune Society.

8.   Taxes and Fees; Compliance; Permits

     Service  Provider  shall pay all lawful  taxes and fees imposed by federal,
state or local  governmental  authorities  arising from the  performance  of the
Services  for the  Relevant  Contracts,  and  shall  comply  with  all  laws and
insurance policies  applicable to Service Provider with respect to the rendering
of the Services. Service Provider shall, at its expense, obtain and keep in full
force and effect  throughout the term of this Agreement all licenses and permits
required to be maintained by Service  Provider in connection  with the rendering
of the Services.

9.   Dispute Resolution

     (a) Negotiations.  The parties to this Agreement,  represented by the chief
executive  officer of the Neptune  Society or designee,  acting on behalf of the
Neptune Society,  and the Chief Executive  Officer of Service Provider acting on
behalf of Service Provider, promptly and in good faith, shall attempt to resolve
any dispute  arising under this Agreement by negotiation  between such officers.
Either  party may give to the other party  written  notice of any  dispute  and,
within ten (10) days  after the giving of such  notice,  the  recipient  of such
notice  shall  give a written  response  to the other  party.  Each  notice of a
dispute and each  response to any such notice  shall  include a statement of the
position of the party  giving such notice or response in respect of such dispute
and a summary of arguments  supporting  such position.  Within fifteen (15) days
after the giving of a notice of a dispute under this  subsection,  such officers
shall meet at a mutually  acceptable time and place,  and thereafter as often as
either of them reasonably  deem  necessary,  to attempt to resolve such dispute.
All reasonable requests for information



                                       10
<PAGE>

made by any party to the other  shall be  honored.  If any  dispute has not been
resolved by  negotiation  pursuant to this  subsection  within  thirty (30) days
after  the  giving  of the  notice of such  dispute,  then the  other  party may
initiate  mediation of such dispute  pursuant to Section 9(b). All  negotiations
pursuant  to this  subsection  shall be  confidential  and shall be  treated  as
compromise  and  settlement  negotiations.  Nothing  said or  disclosed,  and no
document produced, in the course of such negotiations which is not independently
discoverable shall be offered, or received as evidence,  or used for impeachment
or for any other purpose in any arbitration or litigation.

     (b)  Mediation.  All disputes  arising out of this  Agreement  not resolved
pursuant to Section  9(a),  shall first be submitted to  mediation,  which shall
focus  on  the  needs  of  everyone   concerned  and  seek  to  solve   problems
cooperatively  with an emphasis on dialogue and  accommodation.  The goal of the
mediation  shall be to  preserve  and  enhance  relationships  by  developing  a
mutually  acceptable   resolution  that  will  fulfill  the  needs  of  everyone
concerned.  Either  party to this  Agreement  desiring  mediation  may begin the
process by giving the other party a written  request to mediate,  describing the
issues  involved and inviting the other party to join with the requesting  party
to name a  mutually  agreeable  mediator  and a time  frame  for  the  mediation
meeting. The parties to this Agreement and the mediator may adopt any procedural
format that seems  appropriate for the particular  dispute.  The contents of all
discussion  during the mediation shall be confidential  and  nondiscoverable  in
subsequent  arbitration or litigation,  if any. If the parties to this Agreement
can agree upon a mutually acceptable  resolution with respect to the dispute, it
shall be reduced to writing,  signed by all parties, and the dispute shall be at
an end. If the result of the mediation is a recognition  that the dispute cannot
be successfully  mediated, or if a party to this Agreement refuses to mediate or
to  name a  mutually  acceptable  mediator  within  a  period  of  time  that is
reasonable  considering the urgency of the disputed matter, or if for any reason
mediation is not concluded by settlement of the dispute  within thirty (30) days
after the giving of the  request to  mediate,  then the other  party who desires
dispute resolution may seek arbitration.

     (c) Arbitration.  Any dispute,  controversy or claim between the parties to
this Agreement arising out of or relating to this Agreement,  which has not been
settled by  mediation  will be settled by  arbitration  in  accordance  with the
commercial rules of the American  Arbitration  Association as then in effect. In
any  arbitration  hereunder,  each party will select one  arbitrator and the two
arbitrators  so-selected  shall select a third. The three  arbitrators  selected
will each have one vote, and a majority vote of the arbitrators will be binding.
The arbitration will take place in Portland,  Oregon. The arbitrators will apply
the law of the State of Oregon without  regard to its choice of law  principles.
Judgment upon the award rendered by the  arbitrators may be entered in any court
for a judicial  acceptance of the award and an order of enforcement.  Each party
will bear its own expenses of the  arbitration,  but the  arbitrators'  fees and
costs  will  be  borne  equally  between  the  parties   participating   in  the
arbitration.

10.  Limitation of Liability

     NO PARTY SHALL BE LIABLE FOR ANY AMOUNTS REPRESENTING SPECIAL, EXEMPLARY OR
     PUNITIVE DAMAGES, EVEN IF SUCH PERSON HAS BEEN



                                       11
<PAGE>

     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES FOR BREACH OF THIS AGREEMENT.

11.  Miscellaneous

     (a) Press Releases and Public Announcements. No Party shall issue any press
release or make any public  announcement  relating to the subject matter of this
Agreement  without the prior written mutual  approval of the parties;  provided,
however, that any Party may make any public disclosure it believes in good faith
is required by applicable law or any listing or trading agreement concerning its
publicly-traded securities (in which case the disclosing Party will use its best
efforts to advise the other Party prior to making the disclosure).

     (b) No Third-Party Beneficiary.  This Agreement shall not confer any rights
or  remedies  upon any  person  other  than the  Parties  and  their  respective
successors and permitted assigns.

     (c) Entire Agreement.  This Agreement  (including the documents referred to
herein)  constitutes  the entire  agreement among the Parties and supersedes any
prior  understandings,  agreements,  or representations by or among the Parties,
written or oral,  to the extent they  related in any way to the  subject  matter
hereof.

     (d) Succession  and  Assignment.  This Agreement  shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the  Parties;  provided  however  that no consent  shall be  required  in the
merger, consolidation or equity exchange of a Party with any other entity or the
sale of all or substantially  all the assets of a Party to any other entity or a
division of another entity.  Notwithstanding the foregoing, Service Provider may
(i) assign any or all of its rights and  interests  hereunder  to one or more of
its Affiliates,  and (ii) designate one or more of its Affiliates to perform its
obligations  hereunder.  (In any or all of  these  cases  (i) and  (ii)  Service
Provider  nonetheless shall remain responsible for the performance of all of its
obligations hereunder.)

     (e)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     (f) Headings. The section headings contained in this Agreement are inserted
for  convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation of this Agreement.

     (g)  Notices.   All  notices,   requests,   demands,   claims,   and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if it is sent by
registered or certified mail,  return receipt  requested,  postage prepaid,  and
addressed to the intended recipient as set forth below:



                                       12
<PAGE>

         If to the Neptune Society:

                            The Neptune Society, Inc.
                            3500 W. Olive, Suite 1430
                            Burbank, California 91505
                            Attn: David Schroeder, President
                            Fax: (818) 953-9844

                  Copy to:

                            Dorsey & Whitney LLP
                            1420 Fifth Avenue, Suite 4200
                            Seattle, Washington 98101
                            Attn: Randal Jones, Esq.
                            Fax: (206) 903-8820

         If to Service Provider:

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


                  Copy to:

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

Any Party may send any notice,  request,  demand,  claim, or other communication
hereunder  to the  intended  recipient  at the address set forth above using any
other means (including personal delivery,  expedited courier, messenger service,
telecopy,  ordinary  mail, or  electronic  mail),  but no such notice,  request,
demand,  claim, or other  communication  shall be deemed to have been duly given
unless and until it actually is received by the  intended  recipient.  Any Party
may change the address to which notices,  requests,  demands,  claims, and other
communications  hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.

     (h)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the domestic laws of the State of Oregon  without giving effect
to any  choice  or  conflict  of law  provision  or rule  that  would  cause the
application of the laws of any jurisdiction other than the State of Oregon.

     (i) Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid  unless  the same  shall be in  writing  and  signed  by  Service
Provider and the Neptune



                                       13
<PAGE>

Society. No waiver by any Party of any default, misrepresentation,  or breach of
warranty or covenant  hereunder,  whether intentional or not, shall be deemed to
extend  to any  prior or  subsequent  default,  misrepresentation,  or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.

     (j)  Severability.  Any term or provision of this Agreement that is invalid
or  unenforceable  in any  situation  in any  jurisdiction  shall not affect the
validity or  enforceability  of the remaining terms and provisions hereof or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation or in any other jurisdiction.

     (k)  Expenses.  Each of the  Parties  will bear its own costs and  expenses
(including legal fees and expenses)  incurred in connection with the negotiation
or preparation of this Agreement and the transactions contemplated hereby.

     (l)  Attorney's  Fees.  In the event the services of an attorney at law are
necessary  to  enforce  any of the terms of this  Agreement  or to  resolve  any
disputes  arising  hereunder  outside the  confines of Section  9(c) above,  the
prevailing  party  shall  be  entitled  to  recover  its  costs  and  reasonable
attorney's fees from the losing party as determined at trial or on appeal.

     (m) Construction.  The Parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  Parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any Party by virtue of the  authorship  of any of the
provisions of this  Agreement.  Any reference to any federal,  state,  local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word "including"  shall mean including  without  limitation.  The Parties intend
that each  representation,  warranty,  and covenant  contained herein shall have
independent  significance.   If  any  Party  has  breached  any  representation,
warranty,  or  covenant  contained  herein in any  respect,  the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject matter  (regardless  of the relative  levels of  specificity)  which the
Party has not  breached  shall not detract  from or  mitigate  the fact that the
Party is in breach of the other representation, warranty, or covenant.

     (n)  Incorporation  of Exhibits and  Schedules.  The Exhibits and Schedules
identified  in this  Agreement are  incorporated  herein by reference and made a
part hereof.

         [This space intentionally left blank - signature pages follow]







                                       14
<PAGE>

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

                                    THE NEPTUNE SOCIETY, INC.



                                    By   /s/ David Schroeder
                                         -------------------------------------
                                    Title:

                                    WESTERN MANAGEMENT SERVICES, L.L.C.



                                    By   /s/ Michael Ashe
                                         -------------------------------------
                                    Title:











                                       15
<PAGE>


                                    EXHIBIT A

                                   Basic Plan









                                       16
<PAGE>


                                    EXHIBIT B

                                Pre-Need Contract












                                       17
<PAGE>


                                    EXHIBIT C

                              Merchandise Contract











                                       18
<PAGE>


                                    EXHIBIT D

                                At-Need Contract










                                       19
<PAGE>


                                    EXHIBIT E

                                Service Protocol











                                       20