EXHIBIT 10.42



              AMENDMENT NO. 1 TO THAT CERTAIN CONVERTIBLE DEBENTURE
                   DATED DECEMBER 24, 1999 ("Amendment No. 1")


US$2,000,000                                                    Debenture No. 2

                            THE NEPTUNE SOCIETY, INC.
                              a Florida Corporation

                              CONVERTIBLE DEBENTURE

THE SECURITIES  REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933 (THE "ACT") OR  APPLICABLE  STATE  SECURITIES  LAWS (THE
"STATE  ACTS"),  AND  SHALL  NOT BE SOLD,  PLEDGED,  HYPOTHECATED,  DONATED,  OR
OTHERWISE  TRANSFERRED  (WHETHER OR NOT FOR  CONSIDERATION) BY THE HOLDER EXCEPT
UPON THE ISSUANCE TO THE  CORPORATION  OF A FAVORABLE  OPINION OF ITS COUNSEL OR
SUBMISSION TO THE  CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE  SATISFACTORY TO
COUNSEL FOR THE  CORPORATION,  TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE
IN VIOLATION OF THE ACT AND/OR THE STATE ACTS.

This Amendment No. 1 is dated effective as of December 31, 2001.

     THE NEPTUNE SOCIETY,  INC., a Florida corporation (the  "Corporation"),  is
indebted  to  D.H.  Blair  Investment  Banking  Corp.,  a New  York  corporation
(together  with any successor  thereto and any other person who becomes a holder
of this Debenture,  "Holder"), under the terms of a Debenture dated December 24,
1999 (the "Debenture") in the principal amount of Two Million  ($2,000,000) (the
"Principal Amount"), due February 24, 2005 (the "Due Date")(unless the Debenture
shall have been  sooner  called for  redemption  or the amount  owing  hereunder
accelerated upon the occurrence of a Default Event as hereinafter  provided) and
bearing  interest on the Principal Amount at the rate of thirteen per cent (13%)
per annum as provided therein.

This  Amendment No. 1 amends the Debenture  pursuant to the terms and conditions
of a Debenture and Warrant Amendment Agreement (the "Amendment Agreement") dated
effective as of December 31, 2001, among the Corporation, the Holder, and CapEx,
L.P., a Delaware limited partnership ("Agent").

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

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



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

3.  Section 1.1 of the  Debenture  shall be deleted in its entirety and replaced
with the following term:

          1.1 Current and Deferred  Interest.  Subject to Section 1.2,  interest
     which shall accrue on the Principal Amount shall be payable as follows:

               (a)  From  December 24, 1999 until May 31, 2003,  one-half of the
                    amount  thereof or six and  one-half  percent  (6-1/2%)  per
                    annum (such portion of interest being hereinafter  sometimes
                    referred  to as  "Current  Interest")  in arrears in monthly
                    installments  on the  first  day of each  month  in each and
                    every  calendar  year  until the  Principal  Amount  and all
                    accrued and unpaid Current  Interest shall have been paid in
                    full.

               (b)  From  December 24, 1999 until May 31, 2003,  one-half of the
                    amount  thereof or six and  one-half  percent  (6-1/2%)  per
                    annum (such portion of interest being hereinafter  sometimes
                    referred  to as  "Deferred  Interest")  shall  accrue and be
                    payable in monthly installments of $10,000 beginning June 1,
                    2003 or such  earlier  date on which  the  Principal  Amount
                    shall  become due and payable as herein  provided  (each,  a
                    "Deferred Interest Installment"); provided, however, that if
                    at any time the Corporation reasonably determines that based
                    on its  existing  and  forecasted  Cash Flow (as  defined in
                    Section 5.18(a)),  the Corporation would not have sufficient
                    cash or cash  equivalents to pay debts of the Corporation in
                    the ordinary  course of business after making such scheduled
                    Deferred Interest Installment (a "Deferral Condition"), upon
                    written notice by the Corporation (an "Amortization Deferral
                    Notice"),  the scheduled Deferred Interest Installment shall
                    be deferred  until such time as the  Deferral  Condition  no
                    longer   exists,   at  which  time  the  Deferred   Interest
                    Installment  shall be  immediately  due and payable.  In the
                    event  the  Corporation  issues  one  or  more  Amortization
                    Deferral Notices, the Holder may elect (i) to receive all or
                    a portion of the accrued and outstanding  Deferred  Interest
                    in a lump sum cash  payment on the Due Date,  or (ii) at any
                    time and from  time-to-time,  upon five days written  notice
                    (the "Deferred Interest Conversion Notice"),  to convert all
                    or any part of the  accrued  and  unpaid  Deferred  Interest
                    Installments   into   such   number   of   fully   paid  and
                    non-assessable   shares  of  voting   Common  Stock  of  the
                    Corporation (the "Common Stock") at a conversion price equal
                    to the lesser of: (1) the  "Trailing  Average Bid Price" (as
                    defined below) or (2) $2.00 per


<PAGE>


                    share of Common  Stock.  The  Corporation  shall  deliver to
                    Agent an Amortization Deferral Notice no later than five (5)
                    business  days  prior  to the  scheduled  Deferred  Interest
                    Installment for which the Deferral Condition exists and such
                    Amortization  Deferral  Notice  shall  contain  a Cash  Flow
                    schedule  prepared  in  good  faith  and  certified  by  the
                    Corporation's principal financial officer or Chief Financial
                    Officer,  which  supports the Deferral  Condition.  If Agent
                    disagrees with such Deferral  Condition  determination,  the
                    independent   certified  public   accountant  at  that  time
                    retained by the  Corporation  to audit its books and records
                    shall  determine  if a  Deferral  Condition  exists,  and  a
                    determination   by   such   independent   certified   public
                    accountant shall be final, conclusive and binding. "Trailing
                    Average Bid Price"  means,  for the purposes of this Section
                    1.1(b),  the  average  of the  closing  bid  price  for  the
                    Corporation's  Common Stock on the principal market for such
                    Common  Stock as reported by Bloomberg  Financial  using the
                    AQR  function for the 90 day period prior to the date of the
                    Deferred Interest Conversion Notice.

               (c)  From June 1, 2003 until the Due Date,  the full  interest of
                    thirteen  percent  (13%) per annum (such portion of interest
                    being hereinafter  sometimes referred to as "Full Interest")
                    in arrears in monthly  installments on the first day of each
                    month in each and every  calendar  year until the  Principal
                    Amount and all accrued and unpaid  interest  shall have been
                    paid in full as herein provided.

          Any  overdue  installment  of  Current  Interest,   Deferred  Interest
          Installment (whether or not it has not been deferred as a result of an
          Amortization Deferral Notice) and Full Interest shall bear interest at
          the aforesaid rate of thirteen percent (13%),  compounded  monthly, on
          each interest  payment date,  until paid.  For greater  certainty,  no
          Deferred  Interest  shall bear  interest  unless it is not paid on the
          date when the same shall  become due,  in which case all such  overdue
          Deferred Interest and/or Deferred Interest  Installment from such date
          shall bear interest at the aforesaid  rate of thirteen  percent (13%),
          compounded  monthly,  and shall accrue and be payable until paid.  All
          accrued  and unpaid  Current  Interest,  Deferred  Interest,  Deferred
          Interest  Installment  and Full  Interest  shall be payable on the Due
          Date or such earlier date on which the  Principal  Amount shall become
          due and  payable as herein  provided.  All  payments of  principal  or
          interest  shall be made to Agent at 518  Seventeenth  St., Suite 1700,
          Denver, Colorado 80202, or at such other place as may be designated by
          Agent.

4.  Section 2.2 of the  Debenture  shall be deleted in its entirety and replaced
with the following term:

          2.2 Notice.  Holder may exercise the conversion right provided in this
     Section 2 by Agent  giving  written  notice on its behalf (the  "Conversion
     Notice") to the  Corporation  of the


<PAGE>

     exercise  of such  right  and  stating  the  address  to  which  the  stock
     certificate  or stock  certificates  for the  shares of Common  Stock to be
     issued (to be in the name of Holder)  shall be  delivered.  The  Conversion
     Notice  shall be  accompanied  by this  Debenture.  The number of shares of
     Common Stock that shall be issuable upon conversion of this Debenture shall
     equal  six  hundred  sixty-six  thousand  six  hundred  and  sixty  six and
     two-thirds  (666,666.666) multiplied by the Conversion Ratio as defined and
     determined  in  accordance  with  Section  3 in  effect  on  the  date  the
     Conversion Notice is given; provided,  however, that in the event that this
     Debenture shall have been partially redeemed or converted prior to the date
     of such Conversion Notice, shares of Common Stock shall be issued pro rata,
     rounded to the nearest whole share.

5. Section 3.2(a) of the Debenture shall be deleted in its entirety and replaced
with the following term:

      3.2 Additional Common Stock.

          (a)  If and  whenever  any  shares  of  Additional  Common  Stock  (as
     hereinafter  defined)  shall be  issued by the  Corporation  (i) for a cash
     consideration  less than the amount per share  determined  by dividing  (a)
     $3.00 by (b) the Conversion Ratio in effect at the close of business on the
     business  day  immediately  preceding  the day of such issue (the  "Initial
     Conversion Ratio"), or (ii) without consideration,  then in each such case,
     the Initial Conversion Ratio shall be increased effective as of the opening
     of business on the date of such issue (the "Issue Date") to the  Conversion
     Ratio  determined:  (1) by  multiplying  (A) $3.00 times (B) the  aggregate
     number of shares of Common  Stock  issued and  outstanding  at the close of
     business on the Issue Date (the "Issue  Date  Shares")  and (2) by dividing
     the product thus  determined  by the sum of the  following  clauses (3) and
     (4): (3) $3.00 divided by (x) the Initial Conversion Ratio and the quotient
     thus  determined  multiplied  by (y) the  number of shares of Common  Stock
     issued  and  outstanding  at the  close of  business  on the  business  day
     immediately   preceding  the  Issue  Date;  plus  (4)  the  amount  of  the
     consideration  (if any)  received  by the  Corporation  for the  shares  of
     Additional Common Stock issued on the Issue Date. Provided,  however,  that
     if the  Conversion  Ratio is  adjusted as a result of a  transaction  under
     Section  3.3 of this  Debenture,  the  Conversion  Ratio Cap (as defined in
     Section  3.3 (b),  if  applicable)  shall  not apply  for the  purposes  of
     calculating  an adjustment to the  Conversion  Ratio under this Section 3.2
     (a).

     For greater certainty and by way of example,  if the  Corporation's  issued
     and  outstanding  Common Stock shall be combined  into a smaller  number of
     shares of Common Stock on a four (old share) for one (new share) basis, the
     Conversion  Ratio,  solely  for  the  purposes  of the  calculation  of the
     adjustments  under this  Section  3.2(a),  shall be adjusted to 1/4 and the
     effective  conversion  price of the  Debenture  shall be $12.00  per share;
     notwithstanding the fact that the actual effective Conversion Ratio in this
     example  would be  equal to 1, the  Conversion  Ratio  Cap (as  defined  in
     Section 3.3(b)),  and the effective conversion price of the Debenture would
     be $3.00 per share.  For greater  certainty  and by way of example,  if the
     Corporation's  issued and  outstanding  Common Stock shall be subdivided or
     split up into a greater  number  of


<PAGE>

     shares of Common Stock on a one (old share) for four (new share) basis, the
     Conversion  Ratio  shall  be 4 and the  effective  conversion  price of the
     Debenture shall be $0.75 per share.

6. Section  3.2(e)(iii)  of the  Debenture  shall be deleted in its entirety and
replaced with the following term:

          (iii) shares  initially to be issued by the  Corporation in connection
     with and as  consideration  for the  acquisition by the  Corporation or any
     Subsidiary  of the  assets or stock of  another  corporation  ("Acquisition
     Shares")  pursuant to a bona fide purchase and sale transaction with one or
     more persons acting at arm's length from the Corporation,  the Subsidiaries
     and their  respective  directors,  officers and  significant  shareholders,
     provided  such  transaction  is in good  faith  approved  by the  Board  of
     Directors of the Corporation.  For greater  certainty,  Acquisition  Shares
     shall  mean only that  number of shares  which may be  determinable  on the
     closing  date of such  acquisition  and  which are  expressly  agreed to be
     issued as  consideration  in connection with the  acquisition;  Acquisition
     Shares  shall not  include any  additional  shares or  securities  that are
     required to be issued as a result of reset or other  rights to granted in a
     purchase or sale transaction  unless  expressed  consented to in writing by
     the Holder.

7.  Section 3.3 of the  Debenture  shall be deleted in its entirety and replaced
with the following term:

     3.3 Subdivisions and Combinations.

          (a) In case  issued and  outstanding  shares of Common  Stock shall be
     subdivided or split up into a greater  number of shares of the Common Stock
     (a  "Forward  Split"),  the  Conversion  Ratio in effect at the  opening of
     business on the business day  immediately  preceding the date fixed for the
     determination  of the  stockholders  whose  shares of Common Stock shall be
     subdivided or split up (the "Split  Record Date") shall be  proportionately
     increased,  and in case issued and outstanding shares of Common Stock shall
     be  combined  into a smaller  number of shares of Common  Stock (a "Reverse
     Split"),  the Conversion  Ratio in effect at the opening of business on the
     business day immediately  preceding the date fixed for the determination of
     the  stockholders  whose  shares of Common  Stock  shall be  combined  (the
     "Combination  Record  Date")  shall  be  proportionately   decreased,  such
     increase or decrease,  as the case may be, becoming  effective  immediately
     after the opening of business on the  business  day  immediately  after the
     Split Record Date or the  Combination  Record Date,  as the case may be. In
     the event of any Forward Split, the number of shares of Common Stock issued
     and  outstanding  immediately  after such  subdivision  or split up, to the
     extent of the  excess  thereof  over the  number of shares of Common  Stock
     issued and  outstanding  immediately  before such  subdivision or split up,
     exclusive of that portion of such excess attributable to the subdivision of
     shares  excluded from the definition of Additional  Common Stock,  shall be
     deemed  to be  Additional  Common  Stock and to have  been  issued  without
     consideration immediately



<PAGE>

     after the opening of business on the  business  day  immediately  after the
     Split Record Date.

          (b) Conversion Ratio Cap.  Notwithstanding Section 3.3(a), in no event
     will the  Conversion  Ratio be  decreased  below 1 or cause  the  effective
     conversion  price of the  Debentures  to be more  than  $3.00  per share of
     Common Stock (the Conversion Ratio Cap");  provided,  however,  that Holder
     agrees  that until the earlier of: (i) the  Corporation  issuing  shares of
     Common  Stock  or  Equity   Securities  (as  defined  in  Section  4.1)  in
     satisfaction of $750,000 or more of its present  aggregate debt liabilities
     owed to either (A) Consulting Commerce Distribution AG/SA/LTD in the amount
     of $1,500,000 and/or (B) Private Investment Corporation, Ltd. in the amount
     of $1,000,000;  (ii) the Corporation  issuing new shares of Common Stock or
     Equity  Securities  for gross cash  consideration  of at least  $1,000,000;
     (iii) the Corporation issuing at least 1,000,000 new shares (as adjusted to
     give effect to any capital reclassification,  stock dividend,  subdivision,
     split up,  combination,  consolidation  or other  reorganization  of Common
     Stock occurring after March 15, 2002) of Common Stock or Equity  Securities
     (which Equity  Securities  would include any preferred stock or convertible
     securities  which are at the time of  issuance or could at some future time
     be  convertible  into  Common  Stock);  (v) 120 days after the  Corporation
     effects a Reverse  Stock Split (as defined in Section 7.2 of the  Amendment
     Agreement);  or (v)  September  15,  2002,  in no event shall  Holder,  its
     affiliates or a transferee of all or a portion of this  Debenture  convert,
     in one or more  transactions,  all or a portion of this  Debenture,  in any
     transaction  which upon  giving  effect to one or more  conversions,  would
     cause the Corporation to issue to Holder, its affiliates or a transferee of
     all or a portion of this Debenture, an aggregate number of shares of Common
     Stock  (issued as a result of such  conversions)  that would exceed 8.0% of
     the outstanding  shares of the Common Stock immediately  following the last
     such conversion.

8.  Notwithstanding  the foregoing,  the Corporation and the Holder hereby agree
that if the  Corporation  fails to effect the Reverse Stock Split (as defined in
Section 5.21 of the  Amendment  No. 1) on or before June 30, 2002,  then without
further  action  by the  Corporation  or the  Holder,  (1)  Section  7 shall  be
terminated,  rescinded,  cancelled,  and shall be null and void, and (2) Section
3.3 of the original  Debenture  shall be restored in its entirety and the Holder
shall have all rights thereunder.


9. Section 5.7(b) of the Debenture shall be deleted in its entirety and replaced
with the following term:

          (b) issue any  Equity  Securities  of the type  described  in  Section
     4.1(c),  other than, in the case of the Corporation only, (i) stock options
     to  employees,  officers or  directors of the  Corporation  or a Subsidiary
     pursuant to employee  stock  option  plans  approved of by Agent and in any
     event not where the total number of shares of Common Stock obtainable under
     all such Equity  Securities  outstanding  (including  options and  warrants
     existing  as of the date  hereof)  is  greater  than 10% of the  issued and
     outstanding  shares of Common Stock at that


<PAGE>

     time,  (ii)  Acquisition  Shares,  and (iii) Common Stock issuable upon any
     exercise of common share warrants of the  Corporation  existing as of March
     15, 2002 ;

10. Section 5.15 of the Debenture  shall be deleted in its entirety and replaced
with the following term:

          5.15 Key Man Insurance.  The Corporation  will use its best efforts to
     maintain the 10 year minimum,  level  premium,  term life  insurance on the
     life of Marco Markin,  the Chief  Executive  Officer (the "Chief  Executive
     Officer") of the Corporation, in the amount of at least $5,000,000,  naming
     Agent as beneficiary,  and will pay all premiums thereunder during the term
     thereof.  In the event of the Chief  Executive  Officer's  death  while any
     portion  of the  Principal  Amount  or  any  interest  remains  outstanding
     hereunder or under the other debenture  issued by the Corporation  pursuant
     to the Debenture  Purchase  Agreement,  the proceeds of such life insurance
     shall be deposited into a collateral  account with a financial  institution
     acceptable to the Agent, which account (and all rights therein and proceeds
     thereof)  shall be  assigned  by the  Corporation  to  Agent as  additional
     collateral security for the Corporation's  obligations hereunder, and shall
     be  released  to the  Corporation  only upon the  conversion  of the entire
     Principal  Amount of this  Debenture  or upon the  repayment in full of the
     Principal Amount and all other amounts outstanding  hereunder.  At any time
     and from time to time prior to the Chief  Executive  Officers'  death where
     the  Principal  Amount  and the  principal  amount  owing  under  the other
     debenture  issued by the  Corporation  pursuant to the  Debenture  Purchase
     Agreement (the "Total Debenture  Purchase Amount") is less than $5,000,000,
     the Corporation  shall be entitled,  by notice given to the Agent,  but not
     required, to reduce the amount of such insurance (or replace such insurance
     policy  with a like  policy in such  less  amount),  provided  that the new
     amount of insurance is not less than the Total Debenture  Principal  Amount
     at that time. Upon  satisfaction by repayment,  redemption or conversion of
     the Total Debenture Principal Amount and all other indebtedness owing under
     this  Debenture  and under the other  debenture  issued by the  Corporation
     pursuant to the  Debenture  Purchase  Agreement,  Agent shall do all things
     necessary  to  assign  the  benefit  of such life  insurance  policy to the
     Corporation.   It  is  hereby  expressly  acknowledged  by  Agent  and  the
     Purchasers  that the  proceeds  of such life  insurance  policy or policies
     shall be payable to Agent solely as additional  collateral security for the
     obligations of the Corporation  under the Debentures and the Security,  and
     under no  circumstances  shall Agent or either Purchaser be entitled to any
     portion  of such  proceeds  in  excess  of such  obligations,  but shall be
     required to remit such excess to the Corporation after full satisfaction of
     such obligations forthwith upon request"

11.  (a) Section 5.16 and Section 3.2(g) of the Debenture shall be deleted in
its entirety.

     (b)  Notwithstanding  Section 11(a) above,  the  Corporation and the Holder
hereby agree that if the Corporation fails to effect the Reverse Stock Split (as
defined in Section  5.21 of Amendment  No. 1) on or before June 30,  2002,  then
without further action by the Corporation or the Holder, (1) Section 11(a) shall
be terminated,  rescinded, cancelled, null and void, and (2) Section 5.16 of the
original  Debenture  shall be restored in its entirety and the Holder shall have
all rights thereunder.  Notwithstanding  the foregoing,  the Corporation and the
Holder  hereby agree that Section 5.16 of the



<PAGE>

Debenture shall not apply to any offer or sale of Equity Offerings (as that term
is defined  in Section  5.16(b)  of the  Debentures)  specifically  set forth on
Schedule 4.2 of the Amendment Agreement.


12. The first  paragraph of Section  5.18 and  subsection  (a) of the  Debenture
shall be deleted in its entirety and replaced with the following term:

          5.18 Financial Covenant. The Corporation and its Subsidiaries shall at
     all times  maintain (on a  consolidated  basis) the Fixed  Charge  Coverage
     Ratios for the following periods:


                                                                   Fixed Charge
                                 Period                       Coverage Ratio

     Three Month Period Ended March 31, 2002                     1.10:1.0

     Three Month Period Ended June 30, 2002                      1.10:1.0

     Three Month Period Ended September 30, 2002                 1.30:1.0

     Three Month Period Ended December 31, 2002                  1.30:1.0

     For each Three Month Period Thereafter                      1.60:1.0

     Provided however, that the Corporation may adjust the Fixed Charge Coverage
     Ratio by 0.20 one (1) time for any three month period  beginning  after the
     three month period ended June 30, 2002. For greater certainty and by way of
     example, if the actual calculated Fixed Charge Coverage Ratio for the three
     month period ended December 31, 2002 is 1.15:1.0,  then the Corporation may
     use this one time fixed  coverage  ratio  adjustment  of 0.20 and the Fixed
     Charge Coverage Ratio for such period shall be deemed to be 1.35:1.0.

          (a)  "Cash  Flow"  means  with  respect  to the  Corporation  and  its
     Subsidiaries,  for any  period,  the sum  without  duplication,  of (i) net
     income, (ii) deferred pre-need  merchandise  revenues less the deduction of
     deferred pre-need merchandise costs, and (iii) to the extent net income has
     been  reduced  thereby,  (A) all income  taxes of the  Corporation  and its
     Subsidiaries  accrued in  accordance  with  generally  accepted  accounting
     principles in the United States ("GAAP") for such period (other than income
     taxes attributable to extraordinary or non recurring gains or losses),  (B)
     interest expense,  (C) non-cash charges,  and (D) the amount of any and all
     lease  obligations,  including but not limited to equipment leases and real
     property leases, of the Corporation and its Subsidiaries, paid, accrued, or
     scheduled  to be paid or accrued  during such  period,  all  determined  in
     accordance with GAAP.


<PAGE>

13. Article 5 shall be amended to add the following terms:

          5.21  Share  Consolidation.  The  Corporation  agrees  to use its best
     efforts to effect a consolidation  of its issued and outstanding  shares of
     Common Stock on a four (old) share for one (new) share basis, no later than
     June 30, 2002 (the "Reverse Stock Split").  The  Corporation  shall provide
     the Agent with  Articles  of  Amendment  to the  Corporation's  Articles of
     Incorporation  effecting the reverse  split,  certified by the Secretary of
     State of Florida as soon as practicable following the Reverse Stock Split.

          5.22 Issuance of Additional Common Stock. The Corporation  agrees that
     as long as the principal  amount of this Debenture is $300,000 or more, the
     Corporation  will not after the March 15, 2002,  without the prior  written
     consent of the Holder:

          (a) issue Equity  Securities to cause the Fully Diluted Capital of the
     Company to exceed 6,250,000 shares of Common Stock,  after giving effect to
     the Reverse  Stock  Split,  unless such  Equity  Securities  are issued for
     consideration  in cash or with a Fair  Market  Value in excess of $2.00 per
     share of Common Stock (as  calculated on a post Reverse Stock Split basis);
     or

          (b) issue Equity  Securities to cause the Fully Diluted Capital of the
     Company to exceed 7,500,000 shares of Common Stock,  after giving effect to
     the Reverse Stock Split.

     For the purposes of this Section 5.22,  "Fully  Diluted  Capital" means the
     issued and  outstanding  shares of Common  Stock on a fully  diluted  basis
     (after  giving  effect to  conversion,  exchange,  exercise or otherwise of
     preferred stock, convertible debentures,  convertible instruments,  options
     warrants or other rights to acquire Common Stock); provided however:

          (i)  that such  calculation  of the Fully  Diluted  Capital  shall not
               include the shares of Common Stock  issuable  upon  conversion of
               the Debentures; and

          (ii) the  references to 6,250,000  shares and $2.00 in subsection  (a)
               above  and the  calculation  of Fully  Diluted  Capital  shall be
               adjusted to give effect to any  capital  reclassification,  stock
               dividend,  subdivision,  split up, combination,  consolidation or
               other reorganization of Common Stock.

14. The  Section  7.1 of the  Debenture  shall be deleted  in its  entirety  and
replaced with the following term:

          7.1 Default  Events.  The entire unpaid and unredeemed  balance of the
     Principal Amount and all Current  Interest,  Deferred  Interest and Default
     Interest  accrued and unpaid on this  Debenture  shall,  at the election of
     Agent,  be and  become  immediately  due  and  payable,  and  the  Security
     Agreement  and any and all other  security  documents  held by Agent  shall
     become immediately enforceable, upon the occurrence of any of the following
     events (a "Default Event"):


<PAGE>

          (a) the  non-payment  by the  Corporation  when due of  principal  and
     interest  or of any other  payment as provided  in this  Debenture  or with
     respect to any other indebtedness owed by the Corporation;

          (b) default by the  Corporation  in the  performance  of or compliance
     with any term or any provision of the Debenture  Purchase Agreement and the
     Amendment Agreement;

          (c) default by the  Corporation  in the  performance  of or compliance
     with any term or  provision of this  Debenture  or the Security  Agreement,
     where such  default is not  remedied  within  thirty  (30) days after Agent
     gives the Corporation written notice thereof;

          (d) the occurrence of a breach by Mr. Marco Markin of his  obligations
     under  Section  7 of the  Right of First  Refusal  Agreement  of even  date
     herewith between him, the  Corporation,  Holder and the holder of the other
     debenture issued under the Debenture Purchase Agreement;

          (e) the occurrence of a material  breach by Mr. Marco Markin under his
     employment  agreement to be entered into  pursuant to Section 5.19 (as such
     agreement  is  constituted  on the date entered into and as the same may be
     amended with the written consent of Agent and without  consideration of any
     waiver thereof by the Corporation);

          (f) Mr.  Marco  Markin  ceasing to hold the office of Chief  Executive
     Officer of the Corporation;

          (g) the Corporation (i) applies for or consents to the appointment of,
     or if there  shall be a taking of  possession  by, a  receiver,  custodian,
     trustee or liquidator  for the  Corporation  or any of its  property;  (ii)
     becomes generally unable to pay its debts as they become due; (iii) makes a
     general assignment for the benefit of creditors or becomes insolvent;  (iv)
     files or is served with any petition for relief under the  Bankruptcy  Code
     or any  similar  federal or state  statute;  (v) has any  judgment  entered
     against it in excess of  $250,000 in any one  instance or in the  aggregate
     during any  consecutive  12 month period or has any attachment or levy made
     to or against any of its property or assets;  (vi) defaults with respect to
     any evidence of  indebtedness  or liability for borrowed money, or any such
     indebtedness  shall not be paid as and when due and  payable;  or (vii) has
     assessed or imposed  against it, or if there  shall  exist,  any general or
     specific lien for any federal,  state or local taxes or charges against any
     of its property or assets; or

          (h) any  failure by the  Corporation  to issue and  deliver  shares of
     Common Stock as provided herein upon conversion of this Debenture.


<PAGE>

15.  Section 8.5 of the Debenture  shall be deleted in its entirety and replaced
with the following term:

          8.5 Notices.  All notices required or permitted  hereunder shall be in
     writing and shall be deemed  effectively  given: (i) upon personal delivery
     to the party to be notified; (ii) when sent by confirmed telex or facsimile
     if sent during normal business hours of the recipient,  if not, then on the
     next business day; (iii) five (5) days after having been sent by registered
     or certified mail, return receipt requested,  postage prepaid;  or (iv) one
     (1) business  day after  deposit  with a  nationally  recognized  overnight
     courier,  special next day  delivery,  with  verification  of receipt.  All
     communications shall be sent:

     to the Corporation at:

                  The Neptune Society Inc.
                  3500 Olive Street, Suite 1430
                  Burbank, California  91505
                  Telecopier No. (818) 953-9844
                  Attn:  Marco Markin, Chief Executive Officer

     with a copy to:

                  Dorsey & Whitney LLP
                  1420 Fifth Avenue, Suite 3400
                  Seattle, Washington
                  Telecopier No. (206) 903-8820
                  Attn:  Randal R. Jones, Esq.

     to Agent, on behalf of Holder at:

                  c/o CapEx, L.P.
                  518 17th St., Suite 1700
                  Denver, CO  80202
                  Telecopier No. (303) 869-4644
                  Telephone No. (303) 869-4700
                  Attention:  Evan Zucker, Managing Partner

     with a copy to:

                  Moye, Giles, O'Keefe, Vermeire & Gorrell LLP
                  1225 Seventeenth Street, 29th floor
                  Denver, Colorado 80202-5528
                  Telecopier No. (303) 292-4510
                  Telephone No. (303) 292-2900
                  Attention: Karl Leppmann, Esq.


<PAGE>

or at such other address as the  Corporation  or Agent may designate by ten (10)
days advance written notice to the other parties hereto.


16.  Rescission of Section 7 and 11(a) of  Amendment.  The  Corporation  and the
Holder  hereby agree that if the  Corporation  fails to effect the Reverse Stock
Split (as defined in Section 5.21 of the  Amendment No. 1) on or before June 30,
2002,  Sections  7 and  11(a)  of this  Amendment  No.  1 shall  be  terminated,
rescinded and cancelled (to apply, however, only to the extent the Debenture has
not been previously converted), without further action by the Corporation or the
Holder.  In the  event of such  termination,  (a)  Section  3.3 of the  original
Debenture shall be restored in its entirety and the Holder shall have all rights
thereunder,  and (b) Section 5.16 of the original Debenture shall be restored in
its entirety and the Holder  shall have all rights  thereunder.  Notwithstanding
the foregoing,  the Corporation and the Holder hereby agree that Section 5.16 of
the Debenture shall not apply to any offer or sale of Equity  Offerings (as that
term is defined in Section 5.16(b) of the Debentures)  specifically set forth on
Schedule 4.2 of the Amendment Agreement.


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

THE NEPTUNE SOCIETY, INC.


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




D.H. BLAIR INVESTMENT BANKING CORP.



By: /s/ J. Morton Davis
   -----------------------------------
   Name:  J. Morton Davis
      Title:  Chairman