Exhibit 10.46

                              CONSULTANT AGREEMENT
                              --------------------

     THIS AGREEMENT made to have effect the 1st day of July, 2002.

BETWEEN:

     THE NEPTUNE SOCIETY, INC. a Florida corporation having its offices at Suite
     #1430, 3500 W. Olive Street, Burbank, California, 91505;

     (the "Company")

AND:

     DOUGLAS  IRVING,  an  individual  having his  residence at 4331  Candlewood
     Drive, Richmond, British Columbia, V7C 4V9;

     (the "Consultant")


     WHEREAS,  the  Consultant is under an exclusive  services  agreement to DSI
     Holdings Ltd.

     ( "DSI")

     WHEREAS,  the Company wishes to obtain the services of the Consultant,  DSI
is willing to  provide  the  service of the  Consultant  and the  Consultant  is
willing to provide his service to the Company upon the terms and  conditions set
forth in this Agreement.

     NOW THEREFORE,  in  consideration  of the premises and mutual covenants and
agreements  herein set forth, the parties hereto mutually  covenant and agree as
follows:

CONTRACT FOR SERVICES
---------------------

1. The Company  hereby  engages DSI to provide the services of the Consultant to
act as the Chief Operating Officer of the Company.  The Consultant shall perform
all  duties  incident  to such  position  of  C.O.O.  and  other  duties  as may
reasonably  be  required  from time to time by the C.E.O.  or  President  of the
Company.

2. DSI shall cause the Consultant to provide the services at the time and in the
manner set forth  herein.  The  Consultant  shall  perform his duties out of the
Burbank,  California  office  of  the  Company,  but  the  Company  may,  in its
discretion,  direct that the duties be provided on occasion in other  locations.
The Consultant  shall perform his duties as long as a suitable work permit is in
effect from the appropriate governing authorities.


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EXTENT OF SERVICE
-----------------

3. The Consultant shall,  during the term of this contract,  devote at least 90%
of his attention during normal working hours to the business of the Company, but
may  continue  as a  director  or  consultant  to any other  company,  firm,  or
individual  that  is  not  in  competition  with  the  Company  so  long  as his
association  with such company,  firm or individual  does not interfere with his
attention to the Company's business.

FEES AND EXPENSES
-----------------

4.1 In  consideration  of DSI  providing  the  services of the  Consultant,  the
Company shall pay to DSI for the first 12 months of this agreement,  a fee, plus
applicable  taxes (if any), of US$12,000.00  per month.  Invoices will be issued
monthly and will be due upon receipt at the beginning of each month. The Company
shall provide  directly to the  Consultant,  at no cost,  vehicle parking at the
office site.  The  Consultant  will be directly  responsible  for all  necessary
travel, auto, medical or health benefits, and any other expenses incurred by the
Consultant in connection with the provision of the services hereunder,  however,
expenses  required to be paid by the Company for  specifically  required Company
work, the Consultant shall furnish  statements and receipts as a requirement for
reimbursement. Any reasonable moving expenses incurred by the Consultant will be
reimbursed  by the Company but agreed to in advance by the Company,  DSI and the
Consultant. In addition, there may be a bonus paid on an annual basis of no less
than 25% of the annual consulting fee issued to DSI upon successful  performance
by the C.O.O. as defined by the Company.

4.2 DSI will be responsible for the payment of all  withholdings for Federal and
Provincial or State income tax, Employment  Insurance and Pension Plans that may
be  required in respect of the  Consultant  and shall make and remit same as and
when required. DSI shall indemnify and hold harmless the Company and each of its
officers and Directors from any liability in respect thereof.

4.3 In addition,  the Company grants to the  Consultant  50,000 stock options of
the Company with an exercise price of $2.00 U.S. per share. These options become
exercisable  at any time  commencing  after June 30, 2003.  Any of these options
that are exercised  will be replaced by the Company at an exercise  price of 10%
below the current market value at the time of exercise.

ABSENCE
-------

5. The Consultant shall be entitled to temporarily  cease providing the services
from time to time without any abatement or reduction of the fees payable herein,
provided  that such  decrease does not exceed 4 weeks during the first 12 months
of this Agreement.

     While the Company shall endeavor to  accommodate  the  Consultant's  wishes
with respect to the timing of such absences, they shall be taken at such time as
the Company shall determine  having regard to the  requirements of the Company's
business.


<PAGE>


CONFIDENTIAL INFORMATION
------------------------

6. The Consultant shall well and faithfully  provide the service to the Company,
and use his best efforts to promote the interest  thereof and shall not disclose
(either during the term of this Agreement or at any time thereafter) the private
affairs of the Company or any trade secret of the Company,  to any persons other
than the  Management  of the  Company,  or as required  in the normal  course of
business and shall not use (either  during the  continuance of this Agreement or
at any time  thereafter)  for his own purposes,  or for any purposes  other than
those of the  Company,  any  information  he may  acquire  with  respect  to the
Company's  affairs.  The  Consultant  further agrees to execute such further and
other agreements  concerning the secrecy of the affairs of the Company or of any
companies with which the Company is affiliated or associated,  as the Management
of the Company shall reasonably  request.  Furthermore,  without restricting the
generality of the foregoing,  the Consultant shall not either during the term of
this  Agreement or any time  thereafter,  directly or indirectly  divulge to any
person, firm or corporation:

     (a)  any intellectual property,  proprietary  information,  know-how, trade
          secrets, processes, product specifications, new product information or
          methods of doing  business  acquired  in the course of  providing  the
          services hereunder;

          any information with respect of Company personnel or organization,  or
          any of the financial affairs or business plans of the Company; or

          any  information  in  respect  of  Company  pricing  policies,   sales
          statistics, sales and marketing plans and strategies,  profits, costs,
          or sourcing of clients.

TERM OF AGREEMENT
-----------------

7. This Agreement shall become effective on the 1st day of July, 2002, and shall
continue until June 30, 2005 unless  terminated  upon mutual consent of DSI, the
Consultant  and the  Company,  or until  termination  by the  Consultant  or the
Company in accordance with Sections 8 or 9, whichever is earlier.

BREACH OF AGREEMENT
-------------------

8.  Without  prejudice  to any remedy the  Company  may have  against DSI or the
Consultant for any breach or non-performance of this Agreement,  the Company may
terminate  this  Agreement,  subject  to  Section  12,  for breach by DSI or the
Consultant at any time effective  immediately and without notice and without any
payment for any compensation either by way of anticipated  earnings or damage of
any kind to him  whatsoever,  save and except in respect of fees


<PAGE>


payable to the date of such termination. For the purposes of this paragraph, any
one of the following events shall constitute breach of this Agreement sufficient
for  termination,   provided  however,  that  the  following  events  shall  not
constitute the only reasons for termination:

     (a)  being guilty of any  dishonesty  or gross  neglect in the provision of
          the services hereunder; or

     (b)  being convicted of any criminal  offense,  other than an offense which
          in the reasonable  opinion of the Company does not affect his position
          as a representative of the Company; or

     (c)  becoming  bankrupt or making any  arrangement or composition  with his
          creditors; or

     (d)  alcoholism  or drug  addiction  of the  Consultant  which  impairs his
          ability to provide the services required hereunder; or

     (e)  excessive  and  unreasonable   absence  of  the  Consultant  from  the
          performance  of the  services for any reason other than for absence or
          incapacity  specifically  allowed  hereunder.

     (f)  The breach of any clause or term, including but not limited to Section
          6 of  this  Agreement  and  the  attached  Addendum  (if  any) to this
          Agreement

TERMINATION
-----------

9.1 The Consultant and DSI shall be entitled to terminate this Agreement, at any
time by giving 4 weeks  notice in  writing  to the C.E.O.  or  President  of the
Company.

9.2 The Company shall be entitled to terminate  this  Agreement at any time upon
giving DSI and the  Consultant  notice in writing of such  termination  and upon
payment to DSI and the  Consultant of all fees and other amounts owing up to the
date of  termination  and,  in the  event  there  has not been a breach  of this
Agreement by DSI or Consultant,  a termination payment in an amount equal to the
balance of the fees due under  Section 4 above will be in full  satisfaction  of
all claims that DSI or the Consultant may have against the Company.

OWNERSHIP AND USE OF WORK PRODUCTS
----------------------------------

10.1  DSI and the  Consultant  agrees  that  any work  product  produced  by the
Consultant in furtherance of the business of the Company either developed solely
by the Consultant or jointly with any other party will be the sole and exclusive
property of the Company.

10.2 The Company  acknowledges that general  knowledge and experience  including
general  techniques,  concepts,  methods  and  formulae  not  developed  for the
Company's  specific  application or work gained by the Consultant prior to or in
the course of his association with the


<PAGE>


Company,  may be  used  by the  Consultant  at any  time  prior  to,  during  or
subsequent to his association with the Company,  unless a specific  agreement to
the contrary is entered into by DSI, the Consultant and the Company.

10.3 This Agreement does not apply to general techniques,  formulae, concepts or
method for which no equipment,  supplies,  facility or other  resources or trade
secret  information of the Company was used and which was developed  entirely on
the Consultant's own time unless such general techniques,  formulae, concepts or
method relates directly to the actual or specifically  targeted  business of the
Company.

10.4 At any and all times,  either  during the term of this  Agreement  or after
termination hereof, DSI and the Consultant will promptly,  on the request of the
Company,  perform  all such  reasonable  acts and  execute  and deliver all such
documents  that may be necessary to vest in the Company the entire right,  title
and interest in and to any such work products determined,  by the Company, to be
the  exclusive  property of the  Company.  Should any such  services be rendered
after  expiration or termination of this Agreement,  a reasonable fee,  mutually
agreed upon by DSI, the Consultant and the Company, will be paid to the DSI on a
per diem  basis in  addition  to  reasonable  expenses  incurred  as a result of
rendering such services.

RETURN OF PROPERTY
------------------

11. In the event of termination of this Agreement, the Consultant and DSI agrees
to return to the Company any property, which may be in the possession or control
of the Consultant.

SURVIVAL
--------

12.  Notwithstanding the termination of this Agreement for any reason whatsoever
the  provisions of Section 6, 10, and 11 hereof and any other  provision of this
Agreement  necessary to give efficacy  thereto shall  continue in full force and
effect following such termination.

NOTICE
------

13. Any notice or other  communication  (each a "Communication")  to be given in
connection  with this  Agreement  shall be given in writing and will be given by
personal  delivery  addressed as follows:

          TO:               The Neptune Society
                            Suite #1430 - 3500 W. Olive Street,
                            Burbank, California
                            91505
                            Attention: President
                            --------------------

          TO:               DSI Holdings Ltd.
                            4331 Candlewood Drive,
                            Richmond, British Columbia


<PAGE>


                            V7C 4V9
                            Attention: President
                            --------------------

          AND TO:           Douglas Irving
                            4331 Candlewood Drive,
                            Richmond, British Columbia
                            V7C 4V9

or at such other  address  as shall have been  designated  by  Communication  by
either party to the other.  Any  Communication  shall be conclusively  deemed to
have  been  received  on  the  date  of  delivery.   If  the  party  giving  any
Communication  knows or ought  reasonably  to know of any  actual or  threatened
interruptions of the mails, any such Communication shall not be sent by mail but
shall be given by personal delivery.

ENTIRE AGREEMENT
----------------

14. This Agreement  constitutes and expresses the whole agreement of the parties
hereto with reference to the services of the Consultant by the Company, and with
reference to any of the matters or things herein  provided for, or  hereinbefore
discussed  or  mentioned  with   reference  to  such  services;   all  promises,
representations, and understandings relative thereto being merged herein.

AMENDMENTS AND WAIVERS
----------------------

15. No amendment of this Agreement shall be valid or binding unless set forth in
writing and duly executed by both parties hereto. No waiver or any breach of any
provision of this Agreement shall be effective or binding unless made in writing
and  signed  by the party  purporting  to give the same  and,  unless  otherwise
provided in the written waiver, shall be limited to the specific breach waived.

BENEFIT OF AGREEMENT
--------------------

16.  The  provisions  of this  Agreement  shall  enure to the  benefit of and be
binding  upon the  legal  personal  representatives  of the  Consultant  and the
successors and assigns of the DSI and the Company.

SEVERABILITY
------------

17. If any provision of this Agreement is deemed to be void or unenforceable, in
whole or in part, it shall not be deemed to affect or impair the validity of any
other  provision of this Agreement,  and each and every section,  subsection and
provision of this  Agreement is hereby  declared and agreed to be severable from
each  other and every  other  section,  subsection  or  provision  hereof and to
constitute separate and distinct covenants.  DSI and the Consultant hereby agree
that all restrictions herein are reasonable and valid.


<PAGE>


18. This  Agreement  shall be governed by and construed in  accordance  with the
laws of the Province of British  Columbia.  The Company,  DSI and the Consultant
hereby irrevocably  consent to the jurisdiction of the courts of the Province of
British Columbia.

COPY OF AGREEMENT
-----------------

19. The Consultant hereby acknowledges  receipt of a copy of this Agreement duly
signed by the Company.

NUMBER AND GENDER
-----------------

20.  Wherever the singular is used in this Agreement it is deemed to include the
plural and wherever  the  masculine is used it is deemed to include the feminine
or body politic or corporate where the context or the parties so require.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written:

THE NEPTUNE SOCIETY, INC.                                 CONSULTANT


/s/ David Schroeder                            /s/ Douglas Irving
---------------------------------              ---------------------------------
Authorized Signatory                                      Douglas Irving

In the presence of:
__________________________________             DSI HOLDINGS LTD.
 Witness
__________________________________
Name                                           /s/ Douglas Irving
                                               ---------------------------------
__________________________________             Authorized Signatory
Address