EXHIBIT 10.30



                           Memorandum of Understanding
                                     between
                              Neptune Society, Inc.
                                       And
                       Private Investment Company, Limited

                                  July _, 2001

    Re: Exchange of Outstanding Promissory Note for 10% Convertible Debenture

This Memorandum of Understanding ("MOU") contains a statement of the preliminary
understandings  between  Neptune  Society,  Inc.,  a  Florida  corporation  (the
"Company") and Private  Investment  Company,  Limited, a company organized under
the laws of the Bahamas ("Holder" and, together with the Company, the "Parties")
with regard to the objectives stated below.

                                    Recitals

WHEREAS:  The Company has issued to Holder that  certain  promissory  note dated
_______ in the initial  principal amount of $1,000,000 (the "Note"),  which Note
becomes due and payable on September 30, 2001; and

WHEREAS: Holder desires to exchange the Note, prior to the maturity thereof, for
a convertible  debenture (the  "Debenture") and the Company desires to issue the
Debenture to Holder in exchange for the Note prior to its maturity;

Now, therefore, the Parties hereby agree as follows:

                                    Agreement

1. Material Terms of Debenture. The Parties agree that the material terms of the
Debenture  issued to Holder  upon  exchange  of the Note will  include,  without
limitation, the following:

     (a) Principal Amount:  The original  principal amount of the Debenture will
be One Million Dollars (U.S.) (U.S.$1,000,000);

     (b) Maturity & Term: The Debenture will become due and payable on September
30, 2004;

     (c) Interest:  Interest will accrue on the original  Principal  Amount at a
rate of ten percent (10%) per annum,  payable annually on September 30th of each
year of the Term;

     (d) Convertibility:  The Debenture will be convertible,  at any time during
the Term at the  discretion of the Holder,  into shares of the Company's  common
stock, at a price per share of Six Dollars (U.S.) (U.S.$6.00).


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2. Definitive Documentation. The Parties agree to prepare and execute definitive
documentation  to effect the  exchange of the Note for the  Debenture as soon as
practicable  following  the date of this MOU,  and no later than  September  30,
2001.

3.  Counterparts.  This LOU may be executed in any number of  counterparts,  and
each  counterpart  shall  be  deemed  to  be an  original  instrument,  but  all
counterparts together shall constitute one instrument.


IN WITNESS  WHEREOF,  the  parties  have caused this LOU to be executed by their
respective  authorized  representatives  as of the  latter  of the two dates set
forth below.

NEPTUNE SOCIETY, INC.:                     PRIVATE INVESTMENT COMPANY,
                                           LIMITED:



By: /s/ Marco Markin                       By: [Illegible]

Marco Markin, CEO                          Name: ------------------------------

Date: -----------------------------
                                           Title: -----------------------------

                                           Date: ------------------------------






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