EXHIBIT 10.28


                     EMPLOYMENT AGREEMENT BY AND BETWEEN
               THE NEPTUNE SOCIETY, INC. AND DAVID l. SCHROEDER

     AGREEMENT,  dated as of June 6, 2001 by and between  The  Neptune  Society,
Inc.,  a Florida  Corporation,  Neptune  Society of America,  Inc., a California
Corporation, Neptune Management Corporation, a California Corporation,  Heritage
Alternatives,  Inc.,  a California  Corporation,  and Trident  Society,  Inc., a
California  Corporation,  (collectively  the  "Neptune  Society,  Inc."  or  the
"Company") and David L. Schroeder (the "Executive").

     WHEREAS,  the Company recognizes that the Executive's talents and abilities
are  unique,  and are  integral to the  success of the  Company,  thus wishes to
secure the  ongoing  services  of the  Executive  on the  conditions  set forth,
herein,

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants set
forth below, the parties hereby agree as follows:

     1.  Employment.  The Company hereby agrees to employ the Executive as Chief
Operating Officer and Secretary of the Company, and the Executive hereby accepts
employment, on the terms and conditions set forth below.

     2.  Term.  The  Executive's   employment  by  the  Company  hereunder  (the
"Employment  Period") shall begin on January 1, 2001 (the "Effective  Date") and
end on December 31, 2005. The Employment Period shall be automatically  extended
for successive  one-year periods on the fifth  anniversary of the Effective Date
and each succeeding anniversary unless either Company or Executive has delivered
notice to the contrary 90 days prior to the end of any Employment Period.

     3. Position and Duties.  During the Employment Period Executive shall serve
as the Chief Operating Officer, Secretary and Director on the Board of Directors
(the  "Board")  of  the  Company,  with  such  authority  and  responsibilities,
including  Company-wide  executive,  administrative,   financial  and  operating
procedures and policies as are normally associated with and appropriate for such
positions.  The Executive  shall report  directly to the Company Chief Executive
Officer.  The  Executive  shall devote  substantially  all of his working  time,
attention and energies  during normal business hours (other than absences due to
illness  or  vacation)  in  the  performance  of his  duties  for  the  Company.
Notwithstanding  the above,  Executive  shall be  permitted,  to the extent such
activities  do  not   interfere   with  his   performance   of  his  duties  and
responsibilities  hereunder or violate Section 9(a) or (b) of this Agreement, to
(i) manage his  financial and legal  affairs,  (ii) serve on civic or charitable
boards  or  committees  (it  being  expressly  understood  and  agreed  that the
Executive's  continuing to serve on any such board and/or committees on which he
is serving, or with which he is otherwise associated,  as of the Effective Date,
not to interfere with his performance of his duties and  responsibilities  under
this Agreement), (iii) serve on boards of other companies and (iv) make personal
appearances  and lectures,  and the  Executive  shall be entitled to receive and
retain all  remuneration  received  by him from the items  listed in clauses (i)
through (iv) of this paragraph.

     4. Place of Performance.  During the Employment  Period,  the Company shall
maintain executive offices for the Executive in the greater Burbank,  California
area and the Executive




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shall not be required to relocate to any other  location.  During the Employment
Period,  the  Company  shall  provide  the  Executive  with an office  and staff
normally   associated   with  and   appropriate   for  the   discharge   of  his
responsibilities.

     5. Compensation and Related Matters.

     (a) Base Salary.  During the Employment  Period,  the Company shall pay the
Executive  a base salary at the rate of not less than  $200,000  per year ("Base
Salary").  The  Executive's  Base Salary  shall be paid in  approximately  equal
installments in accordance with the Company's  customary payroll  practices.  If
the  Executive's  Base Salary is increased by the Company,  such  increased Base
Salary shall then constitute the Base Salary for all purposes of this Agreement.
$30,000 ("Deferred Salary") of base salary shall be deferred until the Company's
Operating  Cash Flows (defined as net income plus bonus  compensation  plus cash
interest  expense plus non-cash  expenses plus net change in working  capital in
accordance with generally accepted accounting principles) are sufficient to make
the  entire  Deferred  Salary  payment,  or  portion  thereof.   Upon  achieving
sufficient  Operating Cash Flows,  Executive  shall not be required to defer any
portion of Base Salary.

     (b) For each full fiscal  year of the  Company  that begins and ends during
the  Employment  Period,  and for the  portion of the fiscal year of the Company
that ends in 2000 ("Fiscal Year 2000"),  the Executive shall be eligible to earn
an annual cash bonus (the "Annual  Bonus") in such amount as shall be determined
by the  Board or the  Compensation  Committee  of the Board  (the  "Compensation
Committee")  based  on the  achievement  by the  Company  of  performance  goals
established by the Board or the Compensation Committee for each such fiscal year
(or  portion of Fiscal  Year 2001),  which may  include  targets  related to the
Operating Cash Flows of the Company; provided, that the Annual Bonus shall be no
less than 50% of Base  Salary.  The Board or the  Compensation  Committee  shall
establish  objective  criteria  to be used to  determine  the  extent  to  which
performance goals have been satisfied.

     (c)  Automobiles.  The Company shall  provide the Executive  with a monthly
automobile allowance of no less than $1,000.

     (d) Business,  Travel and Entertainment Expenses. The Company shall provide
the Executive  with a monthly  business and  entertainment  allowance of no less
than  $1,000.  The  Company  shall  promptly  reimburse  the  Executive  for all
business,  travel and  entertainment  expenses  consistent  with the Executive's
titles including, without limitation, first class transportation or travel.

     (e) Vacation. The Executive shall be entitled to four weeks of vacation per
year  during the first two years;  five weeks of  vacation  per year  during the
third and fourth years;  six weeks of vacation  during the five and sixth years;
seven weeks of vacation during the seventh and eighth years;  and eight weeks of
vacation  after the  eighth  year of  service.  Vacation  not taken  during  the
applicable fiscal year (but not in excess of two weeks) shall be carried over to
the next following fiscal year.



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     (f) Welfare,  Pension and Incentive  Benefit  Plans.  During the Employment
Period, the Executive (and his eligible spouse and dependents) shall be entitled
to participate in all the welfare  benefit plans and programs  maintained by the
Company  from time to time for the benefit of its senior  executives  including,
without limitation, all medical, hospitalization, dental, disability, accidental
death and  dismemberment  and travel accident  insurance plans and programs.  In
addition,  during the  Employment  Period,  the  Executive  shall be eligible to
participate in all pension, retirement, savings and other employee benefit plans
and programs  maintained from time to time by the Company for the benefit of its
senior executives.

     (g) Dues. During the Employment  Period,  the Company shall pay or promptly
reimburse  the  Executive  for  annual  dues  for  membership  in  the  American
Management   Association,   National  Association  of  Accountants  and  similar
organizations.

     (h) Signing Bonus.  The Executive  shall receive a signing bonus of $75,000
("Signing Bonus") payable in granted options to purchare  unrestricted shares of
the Company's common stock ("options"), which vest immediately upon execution of
this  Agreement.  Such number of options to be  calculated  in  accordance  with
subclause (A) of clause (i) Section 5, except Signing Bonus shall be substituted
for Aggregate Stock Compensation.

     (i) Stock  Options.  The  Executive  shall be granted  options to  purchase
unrestricted  shares of the  Company's  common stock upon the  execution of this
Agreement  ("Grant  Date").  The granted  options shall vest on a pro-rata basis
over the Employment  Period.  The Company shall grant options with an "Aggregate
Stock  Compensation"  equal to not less than fifty percent ("Stock  Compensation
Percentage")  of  the  cumulative  Base  Salary  during  the  Employment  Period
("Cumulative  Base  Salary").  A  discount  factor  equal to not less than fifty
percent ("Compensation Discount") shall be applied to to the Company's per share
closing market price on the Grant Date ("Market  Price") to determine the number
of options to be granted.  The minimum  number of options to be granted shall be
calculated as follows:

          (A) Cumulative Base Salary times Stock Compensation  Percentage equals
Aggregate  Stock  Compensation.  Market  Price  times (1 minus the  Compensation
Discount) equals per share option grant price ("Option Grant Price").  Aggregate
Stock  Compensation  divided by (Market  Price minus Option Grant Price)  equals
minimum total options granted.

In the event of a change in control of the Company  (whether direct or indirect,
by purchase,  merger,  consolidation or otherwise),  any option that is not then
exercisable and vested will become fully exercisable and vested, restrictions on
restricted stock will lapse and performance units will be deemed earned.  Change
in control for the purposes of Section 5(i) shall generally mean:

          (i) the  acquisition  of an amount of common  stock held,  directly or
indirectly,  representing at least 30% of the outstanding common stock or voting
securities;



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          (ii) a  change  in  the  majority  of the  members  of  the  Board  of
Directors, unless approved by the incumbent directors;

          (iii) the completion of a merger involving  Neptune  Society,  Inc. in
which current  shareholders  do not retain more than 50% of the common stock and
voting power; or

          (iv) approval by our  stockholders  of a  liquidation,  dissolution or
sale of substantially all of our assets.

This provision shall not be deemed to be in conflict with Section 12(a).

     6.  Termination.  The  Executive's  employment  hereunder may be terminated
during the Employment Period under the following  circumstances:

     (a) Death.  The Executive's  employment  hereunder shall terminate upon his
death.

     (b)  Disability.  If,  as a result  of the  Executive's  incapacity  due to
physical  or  mental  illness  as  determined  by a  physician  selected  by the
Executive,  and reasonably  acceptable to the Company,  (i) the Executive  shall
have  been  substantially  unable  to  perform  his  duties  hereunder  for  six
consecutive  months, or for an aggregate of 180 days during any period of twelve
consecutive  months  and  (ii)  within  thirty  days  after  written  Notice  of
Termination  is given to the Executive  after such six- or twelve- month period,
the Executive  shall not have  returned to the  substantial  performance  of his
duties on a full-time  basis,  the Company shall have the right to terminate the
Executive's employment hereunder for "Disability".

     (c) Cause.  The Company shall have the right to terminate  the  Executive's
employment for "Cause." For purposes of this  Agreement,  the Company shall have
"Cause" to terminate the Executive's employment only upon the Executive's:

          (i) conviction of a felony or willful gross misconduct that, in either
case,  results  in  material  and  demonstrable  damage to the  business  of the
Company; or

          (ii)  willful and  continued  failure to perform his duties  hereunder
(other  than such  failure  resulting  from the  Executive's  incapacity  due to
physical or mental  illness or after the issuance of a Notice of  Termination by
the  Executive for Good Reason)  within  thirty  business days after the Company
delivers to him a written demand for performance  that  specifically  identifies
the actions to be performed.

For purposes of this  Section  6(c),  no act or failure to act by the  Executive
shall be  considered  "willful" if such act is done by the Executive in the good
faith belief that such act is or was to be  beneficial  to the Company or one or
more of its businesses,  or such failure to act is due to the  Executive's  good
faith belief that such action would be materially  harmful to the Company or one
of its  businesses.  Cause  shall not exist  unless  and until the  Company  has
delivered to the Executive a copy of a resolution  duly adopted by a majority of
the  Board at a meeting  of the Board  called  and held for such  purpose  after
reasonable  (but in no event less than thirty days) notice to the  Executive and
an opportunity for the Executive,  together with his counsel, to be



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heard before the Board, finding that in the good faith opinion of the Board that
"Cause" exists, and specifying the particulars  thereof in detail.  This Section
6(c) shall not prevent the Executive from  challenging in any court of competent
jurisdiction the Board's  determination  that Cause exists or that the Executive
has failed to cure any act (or failure to act) that purportedly formed the basis
for the Board's determination.

     (d) Good Reason.  The  Executive may  terminate  his  employment  for "Good
Reason" after giving the Company  detailed written notice thereof if the Company
shall have failed to cure the event or circumstance  constituting  "Good Reason"
within ten business days after receiving such notice. Good Reason shall mean the
occurrence of any of the following  without the written consent of the Executive
or his approval in his capacity as a Board Member:

     (i) the  assignment  to the  Executive  of  duties  inconsistent  with this
Agreement or a change in his titles or authority;

     (ii) any  failure  by the  Company to comply  with  Section 5 or Section 15
hereof in any material way;

     (iii) the  requirement of the Executive to relocate to locations other than
those provided in Section 4 hereof;

     (iv) the failure of the Company to comply with and satisfy Section 12(a) of
this Agreement;

     (v)  the  Company  intentionally  voilates  any  federal  or  state  law or
regulation that results in material and  demonstrable  damage to the business of
the Company and/or the reputation of the Executive; or

     (vi) any material breach of this Agreement by the Company.

     The Executive's right to terminate his employment hereunder for Good Reason
shall not be affected by his incapacity due to physical or mental  illness.  The
Executive's continued employment shall not constitute consent to, or a waiver of
rights  with  respect  to, any act or failure to act  constituting  Good  Reason
hereunder.

     (e)  Without  Cause.  The  Company  shall have the right to  terminate  the
Executive's employment hereunder without Cause by providing the Executive with a
Notice of Termination.

     (f) Without Good Reason.  The  Executive  shall have the right to terminate
his  employment  hereunder  without Good Reason by providing  the Company with a
Notice of Termination.

     7. Termination Procedure.



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     (a) Notice of Termination. Any termination of the Executive's employment by
the  Company  or by the  Executive  during the  Employment  Period  (other  than
pursuant to Section 6(a)) shall be communicated by written Notice of Termination
to the other party.  For purposes of this  Agreement,  a "Notice of Termination"
shall  mean a notice  indicating  the  specific  termination  provision  in this
Agreement  relied  upon and  setting  forth in  reasonable  detail the facts and
circumstances  claimed to  provide a basis for  termination  of the  Executive's
employment under that provision.

     (b)  Date of  Termination.  "Date  of  Termination"  shall  mean (i) if the
Executive's  employment is terminated by his death, the date of his death,  (ii)
if the  Executive's  employment is terminated  pursuant to Section 6(b),  thirty
(30) days after the date of receipt of the Notice of Termination  (provided that
the Executive does not return to the substantial  performance of his duties on a
full-time  basis  during  such  thirty  (30)  day  period),  and  (iii)  if  the
Executive's  employment is terminated for any other reason,  the date on which a
Notice of  Termination is given or any later date (within thirty (30) days after
the giving of such notice) set forth in such Notice of Termination.

     8.  Compensation  Upon Termination or During  Disability.  In the event the
Executive is disabled or his employment terminates during the Employment Period,
the Company shall provide the Executive with the payments and benefits set forth
below. The Executive acknowledges and agrees that the payments set forth in this
Section 8 constitute liquidated damages for termination of his employment during
the Employment  Period. (a) Termination By Company without Cause or By Executive
for Good Reason.  If the  Executive's  employment  is  terminated by the Company
without Cause (other than Disability) or by the Executive for Good Reason:

          (i) the Company shall pay to the Executive, a sum payment equal to the
sum of (A) Base Salary, all deferred compensation  (including deferred,  accrued
and/or  board or  compensation  committee  approved but  unaccrued  compensation
and/or other type of consideration), all payments due pursuant to Section 15 and
accrued  vacation pay through the Date of  Termination,  (B) two time's the Base
Salary  during the first year of  employment,  and three  time's the Base Salary
thereafter,  and (C) the higher of $500,000  or three  times the highest  Annual
Bonus paid with  respect  to any fiscal  year  beginning  during the  Employment
Period, with the payment of subclauses (A) and (B) of clause (i) Secton 8(a) due
on or before the Date of Termination, and the payment of subclause (C) of clause
(i) Section 8(a) payable in twelve equal  monthly  installments  beginning on or
before the Date of Termination;

          (ii) the  Company  shall  continue to provide  the  Executive  and his
eligible  spouse and  dependents  for a period  equal to the  greater of (A) the
remaining term of the Employment  Period,  or (B) three (3) years  following the
Date of  Termination,  the medical,  hospitalization,  dental and life insurance
programs provided for in Section 5(f), as if he had remained employed; provided,
that if the Executive,  his spouse or his eligible dependents cannot continue to
participate in the Company's programs providing such benefits, the Company shall
arrange to provide the Executive and his spouse and dependents with the economic
equivalent  of



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the benefits they otherwise would have been entitled to receive under such plans
and programs;  and provided,  farther, that such benefits shall terminate on the
date or dates the Executive becomes eligible to receive equivalent  coverage and
benefits under the plans and programs of a subsequent  employer at an equivalent
cost  to the  Executive  (such  coverage  and  benefits  to be  determined  on a
coverage-by-coverage, or benefit-by-benefit, basis);

          (iii) the Company shall, consistent with past practice,  reimburse the
Executive  pursuant to Section 5(d) for business  expenses incurred but not paid
prior to such termination of employment;

          (iv)  until  the third  anniversary  of the Date of  Termination,  the
Company shall  continue to provide the Executive  with the benefits set forth in
Sections 5(c) and 5(g) hereof; and

          (v) the Executive shall be entitled to any other rights,  compensation
and/or  benefits as may be due to the Executive in accordance with the terms and
provisions of any agreements, plans or programs of the Company; and all unvested
options  pursuant to Section 5(i) shall vest immediately and the Executive shall
retain rights to exercise such vested  options to purchase the Company's  common
stock until the tenth anniversary of the the Date of Termination.

The payments and  benefits  provided for as subclause  (A) of clause (i) Section
8(a) above and in clause (iii) Section 8(a) above are hereinafter referred to as
the "Accrued Obligations".

     (b)  Cause  or  By  Executive  Without  Good  Reason.  If  the  Executive's
employment is terminated by the Company for Cause or by the Executive other than
for Good Reason,  then the Company shall provide the Executive  with his Accrued
Obligations on or before the Date of Termination; and the Executive shall retain
the rights to exercise any and/or all vested  options to purchase the  Company's
common stock until the tenth anniversary of the Date of Termination. The Company
shall have no further obligation to the Executive hereunder,

     (c)  Disability.  During any period that the Executive fails to perform his
duties  hereunder as a result of  incapacity  due to physical or mental  illness
("Disability  Period."),  the Executive  shall continue to receive his full Base
Salary set forth in Section 5(a) until his employment is terminated  pursuant to
Section  6(b).  In the  event  the  Executive's  employment  is  terminated  for
Disability  pursuant to Section  6(b),  the Company  shall provide the Executive
with the  excess,  if any,  of his full  Base  Salary  over  the  amount  of any
long-term  disability  benefits  that he receives  under the  Company's  welfare
benefit  plans and  programs,  payable in  accordance  with the  normal  payroll
practices of the Company, for the remainder of the Employment Period, payment on
or before the Date of  Termination of Executive's  Accrued  Obligations  and the
Executive  shall retain the rights to exercise any and/or all vested  options to
purchase the Company's common stock until the tenth  anniversary of the the Date
of Termination.  The Company shall have no further  obligations to the Executive
hereunder,



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     (d) Death.  If the Executive's  employment is terminated by his death,  the
Company shall provide to the Executive's  beneficiary,  legal representatives or
estate,  as the case may be,  the  Executive's  full  Base  Salary,  payable  in
accordance with the normal payroll practices of the Company,  far a period equal
to the remaining  term of the Employment  Period,  payment within thirty days of
his death of  Executive's  Accrued  Obligations  and the rights to exercise  any
and/or all vested options to purchase the Company's common stock until the tenth
anniversary of his death.  The Company shall have no further  obligations to the
Executive hereunder,

     (e)  Mitigation.  The Executive  shall not be required to mitigate  damages
with  respect to the  termination  of his  employment  under this  Agreement  by
seeking  other  employment or  otherwise,  and there shall be no offset  against
amounts  due the  Executive  under  this  Agreement  on  account  of  subsequent
employment  except as  specifically  provided in this  Section 8.  Additionally,
amounts owed to the Executive  under this  Agreement  shall not be offset by any
claims the Company may have against the Executive,  and the Company's obligation
to make the payments  provided for in this  Agreement,  and otherwise to perform
its  obligations  hereunder,  shall not be affected by any other  circumstances,
including,  without limitation, any counterclaim,  recoupment,  defense or other
right which the Company may have against the Executive or others.

     9. Confidential Information; Non-Competition; Nonsolicitation.

     (a) Confidential  Information.  Except as may be required or appropriate in
connection with his carrying out his duties under this Agreement,  the Executive
shall not  communicate to anyone other than the Company and those  designated by
the Company or on behalf of the Company in the furtherance of its business or to
perform  his duties  hereunder,  any trade  secrets,  confidential  information,
knowledge or data relating to the Company and its  businesses  and  investments,
obtained by the  Executive  during the  Executive's  employment  by the Company,
except as compelled by a judiciary proceeding of competent jurisdiction.

     (b) Noncompetition. During the Employment Period and until July 17, 2003 in
accordance with the Executive's  existing non-compete  agreement,  the Executive
shall not engage in or become  associated  with any  Competitive  Activity.  For
purposes of this Section 9(b), a "Competitive  Activity" shall mean any business
or  other  endeavor  that  engages  in the  states  of  California,  Oregon  and
Washington where the Company has significant  business operations as of the Date
of Termination to a significant degree in a business that directly competes with
all or any  substantial  part  of  the  Company's  business  as of the  Date  of
Termination;  provided,  that, a Competitive  Activity shall not include (i) any
speaking  engagement to the extent such speaking  engagement does not promote or
endorse a product or service of the  Business,  (ii) the  writing of any book or
article relating to subjects other than the Business (e.g.,  nonfiction relating
to the Executive's  career or general  business advice) or (iii) the television,
video or movie  business.  The  Executive  shall be  considered  to have  become
"associated  with a  Competitive  Activity" if he becomes  involved as an owner,
employee, officer, director, independent contractor, agent, partner, advisor, or
in any other  capacity  calling for the  rendition of the  Executive's  personal
services,  with any individual,  partnership,  corporation or other organization
that is engaged  in a  Competitive  Activity  and his  involvement  relates to a
significant extent to the Competitive Activity of such



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entity;  provided,  however, that the Executive shall not be prohibited from (a)
owning less than five percent (5%) of any publicly traded  corporation,  whether
or not such  corporation is in competition  with the Company or (b) serving as a
director of a corporation or other entity the primary business of which is not a
Competitive Activity. If, at any time, the provisions of this Section 9(b) shall
be  determined  to be  invalid  or  unenforceable,  by reason of being  vague or
unreasonable as to area, duration or scope of activity,  this Section 9(b) shall
be considered divisible and shall become and be immediately amended to only such
area, duration and scope of activity as shall be determined to be reasonable and
enforceable by the court or other body having  jurisdiction over the matter; and
the  Executive  agrees that this Section  9(b) as so amended  shall be valid and
binding as though any invalid or  unenforceable  provision had not been included
herein.

     (c) Nonsolicitation.  During the Employment Period, and for 12 months after
the Executive's Date of Termination if the Executive's  employment is terminated
by the Company for Cause or the  Executive  terminates  employment  without Good
Reason,, the Executive will not, directly or indirectly,  solicit for employment
by other than the  Company  any person  (other than any  personal  secretary  or
assistant  hired to work directly for the Executive)  employed by the Company or
its  affiliated  companies,  nor will the  Executive,  directly  or  indirectly,
solicit  for  employment  by other  than the  Company  any  person  known by the
Executive (after  reasonable  inquiry) to be employed at the time by the Company
or its affiliated companies.

     (d)  Injunctive  Relief.  In the event of a breach or threatened  breach of
this  Section 9, the  Executive  agrees  that the  Company  shall be entitled to
injunctive  relief in a court of  appropriate  jurisdiction  to remedy  any such
breach or threatened breach,  the Executive  acknowledging that damages would be
inadequate and insufficient.

     10. Indemnification.

     (a) General. The Company agrees that if the Executive is made a party or is
threatened to be made a party to any action, suit or proceeding,  whether civil,
criminal,  administrative  or investigative (a  "Proceeding"),  by reason of the
fact that the Executive is or was a trustee, director or officer of the Company,
or any of its affiliates or is or was serving at the request of the Company,  or
any of its affiliates as a trustee, director, officer, member, employee or agent
of another  corporation  or a  partnership,  joint  venture,  limited  liability
company, trust or other enterprise,  including, without limitation, service with
respect to employee  benefit plans,  whether or not the basis of such Proceeding
is alleged action in an official capacity as a trustee, director officer, member
employee  or agent  while  serving  as a  trustee,  director,  officer,  member,
employee or agent,  the Executive  shall be indemnified and held harmless by the
Company to the fullest extent  authorized by California  law, as the same exists
or may  hereafter be amended,  against all Expenses  incurred or suffered by the
Executive in connection therewith, and such indemnification shall continue as to
the  Executive  even if the  Executive  has ceased to be an  officer,  director,
trustee or agent, or is no longer employed by the Company and shall inure to the
benefit of his heirs, executors and administrators.

     (b) Expenses. As used in this Agreement, the term "Expenses" shall include,
without limitation,  damages, losses, judgments,  liabilities, fines, penalties,
excise taxes,  settlements,  and



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costs,  attorneys'  fees,  accountants'  fees,  and  disbursements  and costs of
attachment or similar bonds, investigations,  and any expenses of establishing a
right to indemnification  under this Agreement.  (c) Enforcement.  If a claim or
request  under  this  Section 10 is not paid by the  Company  or on its  behalf;
within  thirty (30) days after a written  claim or request has been  received by
the Company,  the  Executive may at any time  thereafter  bring suit against the
Company to recover the unpaid  amount of the claim or request and if  successful
in  whole or in part,  the  Executive  shall  be  entitled  to be paid  also the
expenses of prosecuting such suit. All obligations for indemnification hereunder
shall be subject to, and paid in accordance with, applicable California law.

     (d)  Partial  Indemnification.  If the  Executive  is  entitled  under  any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion of any Expenses,  but not,  however,  for the total amount thereof,  the
Company  shall  nevertheless  indemnify  the  Executive  for the portion of such
Expenses to which the Executive is entitled.

     (e) Advances of Expenses.  Expenses incurred by the Executive in connection
with any Proceeding  shall be paid by the Company in advance upon request of the
Executive  that the  Company pay such  Expenses,  but only in the event that the
Executive  shall have  delivered in writing to the Company (i) an undertaking to
reimburse  the Company for Expenses  with respect to which the  Executive is not
entitled to  indemnification  and (ii) a statement of his good faith belief that
the standard of conduct  necessary for  indemnification  by the Company has been
met.

     (f) Notice of Claim.  The Executive shall give to the Company notice of any
claim made against his for which  indemnification  will or could be sought under
this  Agreement.  In  addition,  the  Executive  shall  give  the  Company  such
information and cooperation as it may reasonably  require and as shall be within
the  Executive's  power and at such times and places as are  convenient  for the
Executive.

     (g)  Defense  of Claim.  With  respect  to any  Proceeding  as to which the
Executive notifies the Company of the commencement thereof:

          (i) The Company  will be entitled  to  participate  therein at its own
expense;

          (ii) Except as  otherwise  provided  below,  to the extent that it may
wish,  the Company  will be entitled to assume the defense  thereof with counsel
reasonably satisfactory to the Executive, which in the Company's sole discretion
may be regular  counsel to the Company and tray be counsel to other officers and
directors of the Company or any  subsidiary.  The Executive  also shall have the
right to  employ  his own  counsel  in such  action,  suit or  proceeding  if he
reasonably  concludes that failure to do so would involve a conflict of interest
between the Company and the Executive, and under such circumstances the fees and
expenses of such counsel shall be at the expense of the Company.



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          (iii) The Company shall not be liable to indemnify the Executive under
this  Agreement  for any  amounts  paid in  settlement  of any  action  or claim
affected without its written consent. The Company shall not settle any action or
claim in any  manner  which  would  impose  any  penalty  that would not be paid
directly or indirectly by the Company or limitation on the Executive without the
Executive's  written  consent.  Neither  the  Company  nor  the  Executive  will
unreasonably withhold or delay their consent to any proposed settlement.

     (h)  Non-exclusivity.  The  right to  indemnification  and the  payment  of
expenses  incurred in defending a Proceeding in advance of its final disposition
conferred in this Section 10 shall not be exclusive of any other right which the
Executive may have or hereafter may acquire under any statute or  certificate of
incorporation  or bylaws of the Company or any  subsidiary,  agreement,  vote of
shareholders or disinterested directors or trustees or otherwise.

     (i)  Insurance.  The Company  shall obtain,  if not already in effect,  and
maintain  adequate  and proper  liability  insurance as is customary of a public
company in its industry.

     11. Legal Fees and Expenses.  If any contest or dispute shall arise between
the Company and the Executive  regarding any  provision of this  Agreement,  the
Company shall reimburse the Executive for all legal fees and expenses reasonably
incurred by the Executive in connection  with such contest or dispute,  but only
if  the  Executive  prevails  to  a  substantial  extent  with  respect  to  the
Executive's  claims  brought  and  pursued in  connection  with such  contest or
dispute.  Such reimbursement shall be made as soon as practicable  following the
resolution  of such contest or dispute  (whether or not  appealed) to the extent
the Company receives reasonable written evidence of such fees and expenses.

     12. Successors; Binding Agreement.

     (a) Company's  Successors.  No rights or  obligations  of the Company under
this  Agreement  may be assigned or  transferred,  except that the Company shall
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same  extent  that the  Company  would be required to
perform it if no such  succession  had taken place.  As used in this  Agreement,
"Company"  shall include any successor to its business and/or assets (by merger,
purchase or otherwise) which executes and delivers the agreement provided for in
this Section 12 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.

     (b) Executive's Successors. No rights or obligations of the Executive under
this Agreement may be assigned or  transferred  by the Executive  other than his
rights to payments or benefits hereunder,  which may be transferred only by will
or the laws of  descent  and  distribution.  Upon the  Executive's  death,  this
Agreement and all rights of the Executive  hereunder  shall inure to the benefit
of and be enforceable by the Executive's beneficiary or beneficiaries,  personal
or legal  representatives,  or estate, to the extent any such person succeeds to
the  Executive's  interests under this  Agreement.  If the Executive  should die
following  his Date of  Termination  while any amounts would still be payable to
him hereunder if he had  continued to live,  all such amounts



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unless  otherwise  provided herein shall be paid in accordance with the terms of
this  Agreement  to such  person or  persons  so  appointed  in  writing  by the
Executive, or otherwise to his legal representatives or estate.

     13. Notice.  For the purposes of this Agreement,  notices,  demands and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be deemed to have been duly given when delivered  either  personally or by
United States certified oar registered mail, return receipt  requested,  postage
prepaid, addressed as follows:

     If to the Executive:  At his residence address most recently filed with the
Company.

If to the Company:
The Neptune Society, Inc.,
3500 W. Olive Street, Suite 1430
Burbank California 91505
Attn: Vice President of Legal Affairs

or to such other address as any party may have furnished to the other in writing
in  accordance  herewith,  except  that  notices of change of  address  shall be
effective only upon receipt.

     14.  Parachute  Excise Tax Gross-Up.  If Executive  becomes  subject to the
excise tax  applicable to excess  parachute  payments  under Section 4999 of the
Internal  Revenue Code of 1986,  as amended,  then the Company  shall  reimburse
Executive  for that tax  (subject  to certain  limitations).  The details of the
gross-up payment are described in "Exhibit A" attached and amended hereto.

     15.  Favored  Nations.  The  Executive's  annual  compensation,   benefits,
allowances  and/or any other  payment(s) or  consideration  of any kind ("Annual
Aggregate  Payments"),  whether or not set forth herein,  by component or in the
aggregate, shall not be less than eighty-five percent of any other member of the
Company. If at any time, the Executive's Annual Aggregate Payments, by component
or in the  aggregate,  shall be less  than  eighty-five  percent  of the  Annual
Aggregate  Payments  of any other  member  of the  Company  ("Deficiency"),  the
Executive  shall receive an immediate cash payment in such amount as to cure the
Deficiency,  and the deficient Annual Aggregate  Payment  component(s)  shall be
immediately increased to proactively cure any future Deficiency.

     16.  Miscellaneous.  No  provisions  of  this  Agreement  may  be  amended,
modified,  or waived  unless  such  amendment  or  modification  is agreed to in
writing signed by the Executive and by a duly authorized officer of the Company,
and such  waiver is set forth in writing  and signed by the party to be charged,
No waiver by either  party  hereto at any time of any breach by the other  party
hereto of any  condition or provision of this  Agreement to be performed by such
other  party  shall be deemed a waiver of similar or  dissimilar  provisions  or
conditions  at the same or at any prior or  subsequent  time.  No  agreements or
representations,  oral or  otherwise  express or  implied,  with  respect to the
subject  matter  hereof  have been made by either  party which are not



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Employment Agreement



set forth expressly in this Agreement.  The respective rights and obligations of
the  parties   hereunder  of  this  Agreement   shall  survive  the  Executive's
termination  of employment  and the  termination of this Agreement to the extent
necessary for the intended  preservation of such rights and obligations.  Except
or  otherwise  provided  in  Section 10 hereof;  the  validity,  interpretation,
construction  and performance of this Agreement shall be governed by the laws of
the State of California without regard to its conflicts of law principles.

     17.  Validity.  The  invalidity  or  unenforceability  of any  provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  agreement,  which shall  remain in full force and
effect.

     18. Entire Agreement. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter  contained herein and supersedes
all  prior  agreements,  promises,  convenants,  arrangements,   communications,
representations  or  warranties,  whether  in  respect  of such  subject  matter
including,  without  limitation.  Any prior  agreement of the parties  hereto in
respect  of the  subject  matter  contained  herein  is  hereby  terminated  and
canceled.

     19.  Withholding.  All payments  hereunder shall be subject to any required
withholding of Federal, state, and local taxes pursuant to any applicable law or
regulation.

     20. Section Headings. The section headings in this Employment Agreement are
for  convenience of reference  only, and they form no part of this Agreement and
shall not affect its interpretation.

     WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement on the
date first above written.


THE NEPTUNE SOCIETY, INC.                           EXECUTIVE

By:
     Marco Markin,                                  David L. Schroeder
     Chief Executive Officer

     Compensation Committee






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Employment Agreement




                                    Exhibit A


Parachute Excise Tax Gross-Up provisions.

     (a) Gross-Up  Payment.  If it is deemed that any payment or distribution of
any type to or for the  benefit  of the  Executive  by the  Company,  any of its
affiliates,  any  person who  acquires  ownership  or control of the  Company or
ownership of a substantial portion of the Company's assets within the meaning of
Section 2806 of the Internal Revenue Code of 1986, as amended (the "Code"), (and
the  regulations  thereunder)  or any affiliate of such person,  whether paid or
payable or distributed or distributable  pursuant to the terms of this letter or
otherwise (the "Total Payments"),  would be subject to the excise tax imposed by
Section  4999 of the Code or any  interest  or  penalties  with  respect to such
excise tax (such excise tax and any such interest or penalties are  collectively
referred  to as the  "Excise  Tax"),  then the  Executive  shall be  entitled to
receive an additional payment (a "Gross-Up Payment"). The amount of the Gross-Up

Payment shall be as follows:

     (i) If the  Gross-Up  Payment  becomes  payable  in a  taxable  year of the
Company in which the Company has no taxable  income  (after  taking into account
net operating loss  carry-forwards),  the Gross-Up Payment shall be equal to the
product of (A) 505  multiplied by (B) an amount  calculated to ensure that after
pate by the  Executive of all taxes (and any interest or penalties  imposed with
respect to such  taxes),  including  any Excise Tax,  imposed  upon the Gross-Up
Payment,  the Executive  retains an amount of the Gross-Up  Payment equal to the
Excise Tax imposed upon the Total Payments.

     (ii) If the  Gross-Up  Payment  becomes  payable  in a taxable  year of the
Company in which the Company has taxable  income  (after taking into account net
operating  loss catty  forwards),  the  Gross-up  Payment  shall be equal to the
excise tax imposed on the Executive by Section 4999 of the Code,  without regard
to any taxes payable by the Executive with respect to the Gross-Up Payment.

     (b)  Determination  by  Accountant.  All  determinations  and  calculations
required  to be  made  under  this  Exhibit  B shall  be made by an  independent
accounting firm selected by the Executive from among the largest five accounting
firms in the United  States (the  "Accounting  Firm"),  which shall  provide its
determination   (the   "Determination"),   together  with  detailed   supporting
calculations regarding the amount of any Gross-Up Payment and any other relevant
matter,  both  to  the  Company  and  the  Executive  within  five  days  of the
termination of the Executive's employment,  if applicable,  or such earlier time
as is requested by the Company or the  Executive  (if the  Executive  reasonably
believes  that any of the Total  Payments may be subject to the Excise Tax).  If
the Accounting  Firm  determines that no Excise Tax is payable by the Executive,
it shall furnish the Executive  with a written  statement  that such  Accounting
Firm  has  concluded  that no  Excise  Tax is  payable  (including  the  reasons
therefor)  and that the Executive  has  substantial  authority not to report any
Excise Tax on the Executive's  federal income tax return.  If a Gross-Up Payment
is determined to be payable,  it shall be paid to the Executive



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within  five days after the  Determination  is  delivered  to the Company or the
Executive.  Any  determination  by the Accounting Finn shall be binding upon the
Company and the Executive, absent manifest error. The Company shall pay the fees
and costs of the Accounting Firm.

     (c) Over and  Underpayments.  As a result of uncertainty in the application
of Section  4999 of the Code at the tithe of the  initial  determination  by the
Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the
Company should have been made  ("Underpayment"),  or that Gross-Up Payments will
have been made by the Company which should not have been made  ("Overpayments").
In either such event,  the  Accounting  Firm shall  determine  the amount of the
Underpayment or Overpayment  that has occurred.  In the case of an Underpayment,
the amount of such Underpayment  shall be promptly paid by the Company to or for
the  benefit of the  Executive.  In the case of an  overpayment,  the  Executive
shall,  at the  direction  and  expense of the  Company,  take such steps as are
reasonably  necessary  (including  the fling of returns and claims for  refund),
follow reasonable instructions from, and procedures established by, the Company,
and otherwise reasonably cooperate with the Company to correct such Overpayment.

     (d) Limitation on Parachute Payments. Any other provision of this Exhibit A
notwithstanding,  if the  Excise  Tax could be  avoided  by  reducing  the Total
Payments  by $45,000 or less,  then the Total  Payments  shall be reduced to the
extent  necessary to avoid the Excise Tax and no Gross-Up Payment shall be made.
If the  Accounting  Firm  determines  that the Total  Payments are to be reduced
under the preceding sentence, then the Company shall promptly give the Executive
notice  to  that  effect  and a copy of the  detailed  calculation  thereof  The
Executive may then elect, in the Executive's sole discretion, which and how much
of the Total  Payments  are to be  eliminated  or reduced (as long as after such
election no Excise Tax will be payable)  and shall advise the Company in writing
of the  Executive's  election  within 10 days of receipt  of notice.  If no such
election is made by the Executive  within such 10-day  period,  then the Company
may elect  which  and how much of the Total  Payments  are to be  eliminated  or
reduced (as long as after such election no Excise Tax will be payable) and shall
notify the Executive promptly of such election.







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