EXHIBIT 10.56


                                     WARRANT

THIS  WARRANT AND THE SHARES  DELIVERABLE  UPON  EXERCISE  THEREOF HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT") OR THE  SECURITIES  LAWS OF ANY  STATE  OF THE  UNITED  STATES  AND MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (i) TO THE COMPANY, (ii) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, IF
AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, (iii) IN
COMPLIANCE WITH THE EXEMPTION FROM  REGISTRATION  UNDER THE 1933 ACT PROVIDED BY
RULE 144 THEREUNDER, IF APPLICABLE,  AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, (iv) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION AND
ANY APPLICABLE  STATE  SECURITIES  LAWS, IN EACH CASE AFTER  PROVIDING  EVIDENCE
SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY BE MADE WITHOUT  REGISTRATION
UNDER THE 1933 ACT.

THIS WARRANT MAY NOT BE EXERCISED WITHIN THE UNITED STATES OR BY OR ON BEHALF OF
A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE SHARES  DELIVERABLE UPON
EXERCISE HEREOF ARE REGISTERED UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ALL
APPLICABLE  STATES OF THE UNITED STATES OR AN EXEMPTION  FROM SUCH  REGISTRATION
REQUIREMENTS IS AVAILABLE.  "UNITED STATES" AND "U.S.  PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE 1933 ACT.

              WARRANT TO PURCHASE 1,000,000 SHARES OF COMMON STOCK

                            THE NEPTUNE SOCIETY, INC.
                             (a Florida Corporation)

                     Not Transferable or Exercisable Except
                        Upon Conditions Herein Specified
                          Void after 5:00 O'clock P.M.,
          Pacific Daylight Time, on the Expiry Date (as herein defined)


     THE NEPTUNE SOCIETY INC., a Florida  corporation  (the  "Company"),  hereby
certifies  that CapEx,  L.P., a Delaware  limited  partnership,  its  registered
successors  and  permitted  assigns  registered  on the  books  of  the  Company
maintained for such purposes as the registered holder hereof (the "Holder"), for
value  received,  is entitled  to purchase  from the Company the number of fully
paid and non-assessable  shares of Common Stock of the Company ("Shares") stated
above at a purchase  price of Three and No/100  Dollars  ($3.00)  per Share (the
"Exercise  Price")  (the number of Shares and  Exercise  Price being  subject to
adjustment  as  hereinafter  provided)  upon the  terms  and  conditions  herein
provided.



<PAGE>


1.   Exercise of Warrants.

     (a)  Subject to Section  1(b),  upon  presentation  and  surrender  of this
Warrant,  with the attached Exercise Form duly executed, at the principal office
of the Company at 4312  Woodman  Avenue,  3rd Floor,  Sherman  Oaks,  California
91423,  or at such other  place as the Company  may  designate  by notice to the
Holder hereof, with and upon payment (which may be in the form of a certified or
bank  cashier's  check  payable  to the order of the  Company  or in the form of
electronic funds transfer to the Company's account,  the wiring instructions for
which  shall be  provided  upon  request  by the  Holder)  in the  amount of the
aggregate  Exercise  Price for the Shares  being  purchased,  the Company  shall
deliver  to  the  Holder  hereof,  as  promptly  as  practicable,   certificates
representing the Shares being purchased.  This Warrant may be exercised in whole
or in part;  and, in case of exercise  hereof in part only,  the  Company,  upon
surrender  hereof,  will  deliver to the  Holder a new  Warrant  Certificate  or
Warrant  Certificates  of like tenor entitling the Holder to purchase the number
of Shares as to which this Warrant has not been exercised.

     (b) This  Warrant may be exercised in whole or in part at any time prior to
5:00 o'clock P.M., Pacific Daylight Time, on July 31, 2007 (the "Expiry Date").

2.   Net or "Cashless" Exercise.

     In lieu of exercising this Warrant in the manner provided above, the Holder
may elect to receive  shares  equal to the value of this Warrant (or the portion
thereof  being  canceled)  by surrender of this Warrant at the address set forth
above,  together with notice of such election,  in which event the Company shall
issue to the Holder that number of Shares computed using the following formula:

                X   =   Y(A-B)
                        ------
                          A

Where:          X   =   The number of shares of Common Stock to be issued to the
                        Holder

                Y   =   The number of Shares purchasable under this Warrant
                        (at the date of such calculation) with respect to
                        which this Warrant is exercised

                A   =   The current market price of one share of Common
                        Stock (at the date of exercise of this Warrant)

                B   =   The Exercise Price (as adjusted to the date of such
                        calculation)

For purposes  hereof,  the current  market price per Share at any date shall be:
(i) if the Shares are listed on any national  securities  exchange,  the closing
price for the trading day  immediately  before the day in question;  and (ii) if
the Shares are not listed on any national  securities exchange but are quoted on
the National Association of Securities Dealers,  Inc. Automated Quotation System
("NASDAQ"),  the  average of the high and low bids as reported by NASDAQ for the
trading day immediately before the day in question.



                                        2
<PAGE>

3.   Exchange of Warrant.

     This Warrant at any time prior to the exercise  hereof,  upon  presentation
and surrender to the Company, may be exchanged,  alone or with other Warrants of
like tenor  registered in the name of the Holder,  for another  Warrant or other
Warrants  of like  tenor in the  name of such  Holder  exercisable  for the same
aggregate number of Shares as the Warrant or Warrants surrendered.

4.   Rights and Obligations of Warrant Holder.

     (a) The Holder of this Warrant  Certificate shall not, by virtue hereof, be
entitled  to any rights of a  stockholder  in the  Company,  either at law or in
equity;  provided,  however, in the event that any certificate  representing the
Shares is issued to the Holder hereof upon exercise of this Warrant, such Holder
shall,  for all purposes,  be deemed to have become the holder of record of such
Shares  on the date on which  this  Warrant  Certificate,  together  with a duly
executed  Exercise Form, was  surrendered  and payment of the Exercise Price was
made, irrespective of the date of delivery of such Share certificate. The rights
of the Holder of this  Warrant  are  limited to those  expressed  herein and the
Holder of this Warrant,  by its acceptance hereof,  consents to and agrees to be
bound by and to comply  with all the  provisions  of this  Warrant  Certificate,
including,  without  limitation,  all the  obligations  imposed  upon the Holder
hereof by Section 5 hereof. In addition, the Holder of this Warrant Certificate,
by accepting the same,  agrees that the Company may deem and treat the person in
whose name this Warrant  Certificate  is  registered on the books of the Company
maintained  for such  purpose as the  absolute,  true and  lawful  owner for all
purposes whatsoever,  notwithstanding any notation of ownership or other writing
thereon, and the Company shall not be affected by any notice to the contrary.

     (b) No Holder of this Warrant  Certificate,  as such,  shall be entitled to
vote or  receive  distributions  or to be deemed  the  holder of Shares  for any
purpose,  nor shall anything contained in this Warrant  Certificate be construed
to confer  upon any  Holder of this  Warrant  Certificate,  as such,  any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any action by the Company,  whether upon any recapitalization,  issue
of stock,  reclassification of stock, merger,  conveyance or otherwise,  receive
notice of meetings or other action  affecting  stockholders  (except for notices
provided for herein), receive distributions,  subscription rights, or otherwise,
until this Warrant shall have been exercised and the Shares purchasable upon the
exercise  thereof shall have become  deliverable as provided  herein;  provided,
however, that any such exercise on any date when the stock transfer books of the
Company shall be closed shall  constitute the person or persons in whose name or
names the certificate or  certificates  for those Shares are to be issued as the
record holder or holders  thereof for all purposes at the opening of business on
the next  succeeding  day on which such stock  transfer  books are open, and the
Warrant  surrendered shall not be deemed to have been exercised,  in whole or in
part as the case may be, until the next  succeeding  day on which stock transfer
books are open for the purpose of determining  entitlement to  distributions  on
the Company's common stock.



                                        3
<PAGE>

5.   Shares Underlying Warrants.

     The Company covenants and agrees that all Shares delivered upon exercise of
this Warrant  shall,  upon  delivery and payment  therefor,  be duly and validly
authorized and issued,  fully-paid and  non-assessable,  and free from all stamp
taxes, liens, and charges with respect to the purchase thereof. In addition, the
Company agrees at all times to reserve and keep  available an authorized  number
of Shares sufficient to permit the exercise in full of this Warrant.

6.   Disposition of Warrants or Shares.

     (a) The holder of this Warrant  Certificate and any transferee hereof or of
the Shares  issuable  upon the  exercise  of the Warrant  Certificate,  by their
acceptance hereof, hereby understand and agree that this Warrant, and the Shares
issuable upon the exercise hereof, have not been registered under either the Act
or the State  Acts and shall not be sold,  pledged,  hypothecated,  donated,  or
otherwise  transferred  (whether  or not  for  consideration)  except  upon  the
issuance to the Company of a favorable  opinion of counsel or  submission to the
Company of such evidence as may be  satisfactory  to counsel to the Company,  in
each such case, to the effect that any such  transfer  shall not be in violation
of the Act and the State Acts.  It shall be a condition  to the transfer of this
Warrant that any transferee thereof deliver to the Company its written agreement
to accept and be bound by all of the terms and conditions of this Warrant.

     (b) The stock  certificates of the Company that will evidence the shares of
Common  Stock with  respect to which this  Warrant  may be  exercisable  will be
imprinted with conspicuous legend in substantially the following form:

          "The  securities   represented  by  this  certificate  have  not  been
          registered  under  either 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 Company of a favorable opinion of its counsel or submission to the
          company of such other  evidence as may be  satisfactory  to counsel of
          the Company,  in each such case,  to the effect that any such transfer
          shall not be in violation of the Act and the State Acts."

Except as provided in the  Debenture  Purchase  and  Amendment  Agreement by and
among the Company,  CapEx,  L.P., and D.H. Blair Investment  Banking Corp. dated
July 31,  2003 (in which the  Company  has agreed to file and to cause to become
effective a  registration  statement  covering the shares for which this Warrant
may be exercisable),  the Company has not agreed to register any of the holder's
shares of Common  Stock of the Company with respect to which this Warrant may be
exercisable for distribution in accordance with the provisions of the Act or the
State Acts and,  the Company has not agreed to comply  with any  exemption  from
registration  under the Act or the  State  Acts for the  resale of the  holder's
shares of Common  Stock of the Company with respect to which this Warrant may be
exercised. Hence, it is the understanding of the holders of this Warrant that by
virtue of the  provisions of certain rules  respecting  "restricted  securities"
promulgated by the Securities and Exchange Commission, the shares of Common



                                        4
<PAGE>

Stock of the Company with respect to which this Warrant may be  exercisable  may
be required to be held  indefinitely,  unless and until registered under the Act
and the State Acts, unless an exemption from such registration is available,  in
which  case the Holder may still be limited as to the number of shares of Common
Stock of the Company with  respect to which this  Warrant may be exercised  that
may be sold.

7.   Adjustments.

     The  number of Shares  purchasable  upon the  exercise  of each  Warrant is
subject to adjustment from time to time upon the occurrence of any of the events
enumerated below.

     (a) In case the Company shall: (i) pay a dividend in Shares; (ii) subdivide
its  outstanding  Shares  into a greater  number of Shares;  (iii)  combine  its
outstanding  Shares  into a  smaller  number  of  Shares;  the  amount of Shares
purchasable  upon the exercise of each Warrant and the Exercise  Price in effect
immediately prior immediately prior thereto shall be proportionately adjusted to
reflect the  reduction  or increase in the value of each such Shares so that the
Holder shall be entitled to receive upon  exercise of the Warrant that number of
Shares which such Holder would have owned or would have been entitled to receive
after  the  happening  of such  event  had such  Holder  exercised  the  Warrant
immediately  prior to the  record  date,  in the case of such  dividend,  or the
effective  date, in the case of any such  subdivision or  combination;  provided
however,  in no event  shall the  Exercise  Price  exceed  $3.00 per share  (the
"Maximum Exercise Price").  For greater certainty and by way of example,  if the
Company's issued and outstanding  Shares shall be combined into a smaller number
of shares of Common Stock on a four (old share) for one (new share)  basis,  the
Warrant will be  exercisable  to acquire  250,000 Shares at an Exercise Price of
$3.00 per share,  notwithstanding  the fact that the  Exercise  Price would have
been $12.00 per Share,  but for the Maximum  Exercise  Price. An adjustment made
pursuant to this  Section  7(a) shall be made  whenever any of such events shall
occur, but shall become effective  retroactively  after such record date or such
effective date, as the case may be, as to Warrants exercised between such record
date or effective date and the date of happening of any such event.

     (b) In case of any  capital  reorganization,  any  reclassification  of the
stock of the Company (other than as a result of a stock dividend or subdivision,
split up or  combination  of shares),  or the merger of the Company with or into
another  person or entity  (other  than a merger  in which  the  Company  is the
continuing  Company and which does not result in any change in the Common Stock)
or of the  sale,  exchange,  lease,  transfer  or  other  disposition  of all or
substantially  all of the properties and assets of the Company as an entirety or
the  participation  by the Company in share exchange as the Company the stock of
which is to be acquired,  the amount of Shares  purchasable upon the exercise of
each Warrant  immediately  prior  thereto  shall be adjusted  (effective  on the
opening of business on the date after the effective date of such reorganization,
reclassification, merger, sale or exchange, lease, transfer or other disposition
or share exchange) so that the Holder shall be entitled to receive upon exercise
of the  Warrant  the kind and number of shares of stock or other  securities  or
property of the Company or of the  corporation  resulting  from  surviving  such
merger or to which such  properties and assets shall have been sold,  exchanged,
leased,  transferred or otherwise  disposed or which was the  corporation  whose
securities  were  exchanged  for those of the Company to which the holder of the
number of Shares  deliverable (at the close of business on the date  immediately
preceding the



                                        5
<PAGE>

effective date of such reorganization, reclassification, merger, sale, exchange,
lease, transfer or other disposition or share exchange) would have been entitled
upon such  reorganization,  reclassification,  merger,  sale,  exchange,  lease,
transfer or other disposition or share exchange.  The provisions of this Section
7(b) shall  similarly  apply to successive  reorganizations,  reclassifications,
mergers,  sales,  exchanges,  leases,  transfers or other  dispositions or other
share exchanges.

     (c) If and whenever any Additional Shares (as hereinafter defined) shall be
issued by the  Company  (i) for a cash  consideration  less than the  amount per
share  determined by dividing (1) $3.00 by (2) the ratio (the "Initial  Exchange
Ratio") of (A) the number of Shares  with  respect  to which  this  Warrant  was
exercisable  into (taking into account all  adjustments  thereto  required to be
made  hereunder)  at the  close of  business  on the  business  day  immediately
preceding  the day of such  issue  (the  "Initial  Number  of  Shares"),  to (B)
1,000,000, or (ii) without consideration,  then in each such case, the number of
Shares  purchasable  upon the  exercise  of this  Warrant  Certificate  shall be
increased effective as of the opening of business on the date of such issue (the
"Issue  Date") by  multiplying  the  Initial  Number  of  Shares  by that  ratio
obtained:  (1) by multiplying (A) $3.00 times (B) the aggregate number of Shares
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  Exchange
Ratio and the quotient  thus  determined  multiplied by (y) the number of Shares
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 Company for the Additional  Shares issued on the Issue Date. For
greater  certainty and by way of example,  the adjustments made pursuant to this
Section 7(c) shall be  calculated  in  accordance  with the example set forth on
Schedule 7(c) attached hereto.

     (d) In case of the issuance of any  Additional  Shares for a  consideration
part or all of which  shall  be  cash,  the  amount  of the  cash  consideration
therefor  shall be deemed to be the amount of the cash  received  by the Company
for such shares,  or, if such  Additional  Shares are offered by the Company for
subscription,  the subscription  price,  or, if such Additional  Shares shall be
sold to  underwriters  or dealers  pursuant to a public  offering  other than by
subscription,  the initial  public  offering  price,  less any  compensation  or
discount  in the sale,  underwriting  or  purchase  thereof by  underwriters  or
dealers or others  performing  similar services or for any expenses  incurred in
connection therewith.

     (e) In case of the issuance of any  Additional  Shares for a  consideration
part or all of which shall be other than cash,  the amount of the  consideration
therefor  other than cash shall be deemed to be the Fair  Market  Value for such
consideration  as determined in accordance with Section 7(j) hereof.  In case of
the  reclassification  of  securities  into  Shares,  the Shares  issued in such
reclassification  shall be deemed to have been issued for a consideration  other
than cash  immediately  prior to the close of business on the date fixed for the
determination of the stockholders entitled to receive such Shares.

     (f) Additional  Shares issued by way of dividend or other  distribution  on
any class of stock of the Company  shall be deemed to have been  issued  without
consideration  and  shall be deemed to have  been  issued as of the  opening  of
business on the business day immediately



                                        6
<PAGE>

following the date fixed for the  determination of the stockholders  entitled to
receive such dividend or other distribution.

     (g) The term  "Additional  Shares" as used herein shall mean all Shares (or
shares of any other  class of  securities  of the Company  entitling  the holder
thereof to participate in any  distribution  of the Company's  remaining  assets
after  payment  to  the  holders  of  securities   entitled  to  a  preferential
distribution  upon any  dissolution,  liquidation  or winding-up of the Company)
issued by the  Company on or after July 31,  2003,  whether or not  subsequently
reacquired or retired by the Company other than:

          (i) Shares issued upon the exercise of this Warrant;

          (ii) shares issued by way of dividend or other  distribution on Shares
referred to in Section  7(g)(i) or on Shares  resulting from any  subdivision or
combination of Shares referred to in Section 7(g)(i); or

          (iii)  shares   ("Acquisition   Shares")  issued  by  the  Company  in
connection with and as  consideration  for the acquisition by the Company or any
Subsidiary of the assets or stock of another corporation pursuant to a bona fide
purchase and sale  transaction  with one or more persons  acting at arm's length
from the Company, 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 Company.

     (h) In case of the issuance of

          (i) options to purchase or rights to subscribe for Shares,

          (ii) securities by their terms  convertible into, or exchangeable for,
Shares, or

          (iii) options to purchase or rights to subscribe for such  convertible
or exchangeable securities,

then in each such case,  for all purposes of this  Section 7 (including  without
limitation for the purpose of determining  the Issue Date Shares  referred to in
Section 7(c) and the number of Shares issued and outstanding  immediately  prior
to the Issue Date referred to in Section 7(c)):

          (iv) The aggregate maximum number of Shares  deliverable upon exercise
of such options to purchase or rights to subscribe for Shares shall be deemed to
be  Additional  Shares at the time such  options or rights were issued and for a
consideration  equal to the consideration  (determined in the manner provided in
Sections  7(c) and 7(d)) if any,  received by the Company  upon the  issuance of
such options or rights plus the minimum  purchase price provided in such options
or rights for the Shares covered thereby.

          (v) The aggregate number of Shares  deliverable upon conversion of, or
in exchange for, any such  convertible  or  exchangeable  securities or upon the
exercise of options to purchase or rights to subscribe for such  convertible  or
exchangeable  securities and subsequent  conversion or exchange thereof shall be
deemed to be Additional  Shares at the time such  securities were issued or such
options or rights were issued and for a consideration equal to the



                                        7
<PAGE>


consideration received by the Company for any such securities or related options
or rights (excluding any cash received on account of accrued interest or accrued
distributions), plus the additional consideration, if any, to be received by the
Company upon the  conversion  or exchange of such  securities or the exercise of
any related options or rights (the  consideration  in each case to be determined
in the manner provided in Sections 7(c) and 7(d)).

          (vi) In the event of any  change in the  number of Shares  deliverable
upon  exercise of any such options or rights or  securities  other than a change
resulting  from the  antidilution  provisions  thereof,  the  number  of  Shares
purchasable  upon the exercise of this Warrant shall be readjusted  effective as
of the date of such change to the number which would have been  obtained had the
adjustment  made upon the issuance of such options or rights or  securities  not
converted  prior to such  change or options or rights or  securities  related to
such  securities  not  converted  prior to such change been made on the basis of
such change.

          (vii) On the expiration of any such options or rights, the termination
of any such rights to convert or exchange  or the  expiration  of any options or
rights related to such  convertible or  exchangeable  securities,  the number of
Shares  purchasable  upon  the  exercise  of this  Warrant  shall  forthwith  be
readjusted  to such number as would have obtained had the  adjustment  made upon
the issuance of such options, rights, securities or options or rights related to
such  securities  been made upon the basis of the issuance of only the number of
Shares  actually  issued upon the exercise of such  options or rights,  upon the
conversion or exchange of such  securities,  or upon the exercise of the options
or rights  related to such  securities  and  subsequent  conversion  or exchange
thereof.

     (i) No adjustment shall be required unless such adjustment would require an
increase  or  decrease  of at  least  1% in the  number  of  Shares  purchasable
hereunder;  provided,  however,  that any  adjustments  which by  reason of this
subsection  (i) are not  required to be made shall be carried  forward and taken
into account in any subsequent adjustment. All calculations under this Section 7
shall be made to the nearest one-hundredth of a Share.

     (j) The term Fair Market  Value as used in this  Warrant  Certificate  with
respect to assets or property  received by the Company or any other person shall
be the fair market value,  regardless of any prior accounting treatment, of such
assets or property,  determined in good faith by agreement of the Holder and the
Board of  Directors  of the  Company.  If the Holder and the Board of  Directors
shall be unable to agree as to such fair market  value,  the fair  market  value
shall be determined by the independent  certified public accountant at that time
retained by the Company to audit its books and records,  and a determination  by
such  independent  certified public  accountant  shall be final,  conclusive and
binding or, if there be none, or if such accountant shall refuse or be unable to
make such a  determination  then the sole issue of fair  market  value  shall be
submitted  to and  settled  by binding  arbitration  under and  pursuant  to the
Colorado  Uniform  Arbitration Act and the rules and regulations of the American
Arbitration  Association,  and  the  decision  or  award  of the  arbitrator  or
arbitrators  in such  arbitration  shall be final,  conclusive and binding and a
final judgment may be entered thereon by any court of competent jurisdiction.



                                        8
<PAGE>

8.   Notice to Warrant Holders of Adjustment.

     Whenever the number of Shares  purchasable  hereunder is adjusted as herein
provided,  the Company shall cause to be mailed to the Holder in accordance with
the  provisions of this Section 8 a notice (i) stating that the number of Shares
purchasable upon exercise of this Warrant have been adjusted, (ii) setting forth
the adjusted number of Shares  purchasable  upon the exercise of a Warrant,  and
(iii) showing in reasonable detail the computations and the facts, including the
amount of consideration received or deemed to have been received by the Company,
upon which such adjustments are based.

9.   Fractional Shares.

     The Company shall not be required to issue any fraction of a Share upon the
exercise of Warrants. If more than one Warrant shall be surrendered for exercise
at one time by the  same  Holder,  the  number  of full  Shares  which  shall be
issuable upon  exercise  thereof shall be computed on the basis of the aggregate
number of Shares  with  respect  to which  this  Warrant  is  exercised.  If any
fractional  interest in a Share shall be  deliverable  upon the exercise of this
Warrant,  the Company  shall make an  adjustment  therefor in cash equal to such
fraction  multiplied  by the current  market price of the Shares on the business
day next preceding the day of exercise.

10.  Loss or Destruction.

     Upon receipt of evidence  satisfactory  to the Company of the loss,  theft,
destruction,  or mutilation of this Warrant  Certificate and, in the case of any
such loss, theft or destruction, upon delivery of an indemnity agreement or bond
satisfactory in form, substance and amount to the Company or, in the case of any
such mutilation,  upon surrender and  cancellation of this Warrant  Certificate,
the Company at its expense  will  execute and deliver,  in lieu  thereof,  a new
Warrant Certificate of like tenor.

11.  Survival.

     The various rights and obligations of the Holder hereof as set forth herein
shall survive the exercise of the Warrants  represented hereby and the surrender
of this Warrant Certificate.

12.  Notices.

     Whenever any notice,  payment of any purchase price, or other communication
is required to be given or delivered  under the terms of this Warrant,  it shall
be in writing and  delivered by hand  delivery or United  States  registered  or
certified mail, return receipt requested, postage prepaid, and will be deemed to
have been given or delivered on the date such  notice,  purchase  price or other
communication  is so  delivered  or posted,  as the case may be;  and, if to the
Company,  it will be addressed to the address specified in Section 1 hereof, and
if to the Holder,  it will be addressed to the registered  Holder at its, his or
her address as it appears on the books of the Company.



                                        9
<PAGE>


                                         THE NEPTUNE SOCIETY, INC.

ATTEST:                                  By:
                                             -----------------------------------
                                         Name:
                                             -----------------------------------
--------------------------------         Title:
Secretary                                    -----------------------------------
                                         Date:
                                             -----------------------------------




                                       10



<PAGE>

                                  EXERCISE FORM

TO: THE NEPTUNE SOCIETY, INC.

The undersigned hereby exercises the right to acquire _________ shares of Common
Stock  in the  capital  stock  of THE  NEPTUNE  SOCIETY,  INC.  (the  "Company")
according to the terms of the Warrant Certificate.

     The  undersigned  hereby  represents and warrants to the Company as follows
(circle one):

     (a) the  undersigned  has executed and delivered to the Company  Schedule A
attached hereto; or

     (b) the  undersigned  has  delivered  to the  Company a written  opinion of
counsel to the effect that the exercise of the Warrant by the undersigned is not
subject to  registration  under the United  States  Securities  Act of 1933,  as
amended  (the "1933  Act"),  or the  securities  laws of any state of the United
States.

"United States" and "U.S.  person" are as defined by Regulation S under the 1933
Act.

Number of Common Stock: _______________________

     DATED  at  ______________________,  this  ______  day  of  _______________,
_______.




------------------------------      -----------------------------------------
Witness Signature                   Signature of Warrant Holder, to be the same
                                    as appears on the face of this Warrant
                                    Certificate


                                    Print Name of Warrant Holder


                                    Address


                                    City, State, and Zip Code




                                       11
<PAGE>


                                   SCHEDULE A

In  connection  with the  exercise  of the  Warrant to which this  Schedule A is
attached, the undersigned (the "Subscriber") covenants,  represents and warrants
to The Neptune Society, Inc. (the "Company") that:

(a)  the  Subscriber 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 Shares and it is able to bear the economic  risk of loss
     of its entire investment;

(b)  the Company has provided to it the opportunity to ask questions and receive
     answers  concerning the terms and conditions of the offering and it has had
     access to such  information  concerning  the  Company as it has  considered
     necessary or  appropriate  in connection  with its  investment  decision to
     acquire the Shares;

(c)  the Subscriber is acquiring the Shares for its own account,  for investment
     purposes  only and not  with a view to any  resale,  distribution  or other
     disposition  of the Shares in  violation  of the United  States  securities
     laws;

(d)  the Subscriber understands that, except as otherwise agreed by the Company,
     the Shares have not been and will not be registered under the United States
     Securities Act of 1933, as amended (the "1933 Act") or the securities  laws
     of any state of the United States and that the sale contemplated  hereby is
     being made in reliance on an exemption from such registration requirements;

(e)  the  Subscriber  satisfies one or more of the  categories  indicated  below
     (please place an "X" on the appropriate lines):

     _____ Category 1.       An organization described in Section 501(c)(3) of
                             the United States Internal Revenue Code, a
                             corporation, a Massachusetts or similar business
                             trust or partnership, not formed for the specific
                             purpose of acquiring the Shares, with total assets
                             in excess of US$5,000,000;

     _____ Category 2.       A natural person whose individual net worth, or
                             joint net worth with that person's spouse, at the
                             date hereof exceeds US$1,000,000;

     _____ Category 3.       A natural person who had an individual income in
                             excess of US$200,000 in each of the two most recent
                             years or joint income with that person's spouse in
                             excess of US$300,000 in each of those years and has
                             a reasonable expectation of reaching the same
                             income level in the current year;

     _____ Category 4.       A trust that (a) has total assets in excess of
                             US$5,000,000, (b) was not formed for the specific
                             purpose of acquiring the Shares and (c) is directed
                             in its purchases of securities by a



                                       12
<PAGE>

                             person who has such knowledge and experience in
                             financial and  business matters that he/she is
                             capable of evaluating the merits and risks of an
                             investment in the Shares;

     _____ Category 5.       An investment company registered under the
                             Investment Company Act of 1940 or a business
                             development company as defined in Section 2(a)(48)
                             of that ct;

     _____ Category 6.       A Small Business Investment Company licensed by the
                             U.S. Small Business Administration under Section
                             301(c) or (d) of the Small Business Investment Act
                             of 1958;

     _____ Category 7.      A private business development company as defined in
                            Section 202(a)(22) of the Investment Advisors Acts
                            of 1940; or

     _____ Category 8.      An entity in which all of the equity owners satisfy
                            the requirements of one or more of the foregoing
                            categories.

(f)  the  Subscriber  has not  purchased  the  Shares as a result of any form of
     general  solicitation  or general  advertising,  including  advertisements,
     articles,  notices  or other  communications  published  in any  newspaper,
     magazine or similar media or broadcast over radio,  or  television,  or any
     seminar  or  meeting   whose   attendees   have  been  invited  by  general
     solicitation or general advertising;

(g)  if the Subscriber  decides to offer, sell or otherwise  transfer any of the
     Shares,  it will not offer,  sell or otherwise  transfer any of such Shares
     directly or indirectly, unless:

     (i)  the sale is to the Company;

     (ii) the sale is made outside the United  States in a  transaction  meeting
          the requirements of Rule 904 of Regulation S under the 1933 Act and in
          compliance with applicable local laws and regulations;

     (iii) the Shares have been registered under the 1933 Act;

     (iv) the sale is made  pursuant  to the  exemption  from  the  registration
          requirements under the 1933 Act provided by Rule 144 thereunder and in
          accordance with any applicable state securities or "Blue Sky" laws; or

     (v)  the  Shares  are  sold  in  a   transaction   that  does  not  require
          registration  under  the 1933  Act or any  applicable  state  laws and
          regulations  governing  the offer and sale of  securities,  and it has
          prior to such sale  furnished  to the  Company  an  opinion of counsel
          reasonably satisfactory to the Company;

(h)  the  certificates  representing  the Shares will bear a legend stating that
     such shares have not been  registered  under the 1933 Act or the securities
     laws of any state of the United  States



                                       13
<PAGE>

     and may not be offered  for sale or sold unless  registered  under the 1933
     Act and the securities  laws of all applicable  states of the United States
     or an exemption from such registration requirements is available; and

(i)  the Subscriber  consents to the Company making a 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 __________________, ____.



                                       -----------------------------------------
                                       (Name of Subscriber - please print)

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

                                            ------------------------------------
                                            (Official Capacity or Title)


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


                                            ------------------------------------
                                            Date




                                       14