EXHIBIT 10.58




                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT  ("Agreement") is dated as of July 31, 2003, and is
entered  into  by and  between  CapEx,  L.P.,  a  Delaware  limited  partnership
("CapEx"),  in its  capacity  as agent (in such  capacity  "Secured  Party") for
itself and D. H. Blair Investment Banking Corp., a New York corporation ("DHB"),
pursuant to a Debenture  Purchase and  Amendment  Agreement  dated July 31, 2003
(the  "Purchase and Amendment  Agreement")  between  CapEx,  DHB and The Neptune
Society, Inc., a Florida corporation  ("Society"),  and Trident Society, Inc., a
California corporation ("Grantor").

     In order to secure the payment and  performance by Grantor to Secured Party
of all Obligations Grantor hereby agrees with Secured Party as follows:

     1.  Definitions.  Whenever used herein the  following  terms shall have the
following meanings:

          (a) "Debentures"  means the Amended and Restated  Debentures issued by
Grantor pursuant to that Debenture and Warrant  Purchase  Agreement by and among
Grantor,  CapEx, L.P. and DHB dated November 24, 1999, the Debenture and Warrant
Amendment  Agreement by and among Grantor,  CapEx, L.P., and DHB dated effective
December 31, 2001,  and the Debenture  Purchase and  Amendment  Agreement by and
among Grantor, CapEx, L.P., and DHB dated July 31, 2003.

          (b)  "Guarantee"  shall mean the  guarantee  of even date  herewith by
Grantor  to and in favor of Secured  Party of  Society's  obligations  under the
Debentures.

          (c) "Obligations" shall mean any and all indebtedness, obligations and
liabilities  from time to time  owing by Grantor  to  Secured  Party,  including
without limitation under the Debentures and the Guarantee.

     2. Grant of Security.  Grantor  hereby  assign and pledges to Secured Party
and hereby irrevocably grants to Secured Party a continuing security interest in
and  mortgage of  copyright  on the  collateral  set forth in Exhibit A attached
hereto and by this  reference  incorporated  herein (the  "Collateral")  and the
proceeds thereof.

     3.  Representations  and  Warranties.  Grantor  represents  and warrants as
follows:

          (a) The  principal  place of business and principal  executive  office
where Grantor keeps its records  concerning  the  Collateral  are located in Los
Angeles, California.

          (b) Between the date of  execution of this  Agreement  and the time of
perfecting the security  interest  herein,  Grantor will not cause any effective
financing  statement  or mortgage of copyright  or other  instrument  similar in
effect  covering all or any part of the  Collateral to be filed in any recording
office, except such as may have been filed in favor of Secured Party relating to
this Agreement or as permitted under the terms of the Debentures.



<PAGE>


          (c) This Agreement creates and grants to Secured Party (upon filing of
requisite  financing  statements) a valid and perfected security interest in the
Collateral,  securing  the full and prompt  payment and  performance  of all the
Obligations.

          (d)  As of  the  date  of  this  Agreement,  Grantor  is a  California
corporation,  duly organized, validly existing and in good standing. The name of
Grantor is as set forth on the signature  page hereto.  Grantor shall not change
its  name,  conduct  its  business  in any  other  names  or take  title  to the
Collateral  in any other  name while this  Agreement  remains in effect  without
giving  Secured  Party sixty (60) days prior  notice.  Grantor has never had any
name, or conducted  business under any name in any jurisdiction,  other than its
name set forth on the signature page hereto.

          (e)  Grantor  has full power and  authority  to  execute,  deliver and
perform  its  obligations  under this  Agreement,  and the persons who sign this
Agreement on behalf of Grantor are duly  authorized to bind Grantor to the terms
hereof.

          (f) This Agreement and the transactions  contemplated therein are duly
authorized, executed and delivered, and constitute valid and binding obligations
of Grantor enforceable against Grantor in accordance with their terms.

          (g) This Agreement and the  transactions  contemplated  therein do not
conflict with and will not cause  acceleration  of any other  agreement by which
Grantor or its assets are bound.

          (h) Grantor  understands  that the  representations  set forth in this
section  form a  material  basis of  Secured  Party's  decision  to accept  this
Agreement. Grantor represents, warrants and covenants that it shall not take any
action which directly or indirectly  circumvents the  representations  set forth
herein.  Grantor shall  provide to Secured  Party as promptly as possible,  upon
receipt of a written request from Secured Party,  financial information about it
as prepared by Grantor in the ordinary course.

     4. Further Assurances.

          (a)  Grantor  agrees to execute  and  deliver to Secured  Party  UCC-1
national financing  statements,  suitable for filing in any states,  counties or
other places where Grantor resides or in which the Collateral is found, and such
other  documents as may  reasonably be requested by Secured Party to perfect the
security interests granted herein.

          (b) Grantor  agrees that from time to time, at the expense of Grantor,
Grantor will promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary or desirable, or that Secured
Party may request, in order to perfect and protect any security interest granted
or purported  to be granted  hereby or to enable  Secured  Party to exercise and
enforce  its rights  and  remedies  hereunder  with  respect to any  Collateral.
Without  limiting  the  generality  of the  foregoing,  Grantor  will (i) at the
request of Secured  Party,  mark  conspicuously  the  Collateral and its records
pertaining thereto, with a legend, in form and substance satisfactory to Secured
Party,  indicating  that the  Collateral  is  subject to the  security  interest
granted hereby; and (ii) execute such financing or continuation  statements,  or
amendments  thereto,  and such other instruments or notices, as may be necessary
or desirable, or



                                       2
<PAGE>

as Secured  Party may  request,  in order to perfect and  preserve  the security
interests  granted  or  purported  to  be  granted  hereby,   including  without
limitation,  mortgages,  liens  or other  instruments  evidencing  the  security
interest of Secured Party hereunder in the present or future trademarks, service
marks, copyrights or other intellectual property rights of Grantors.

          (c) Grantor will furnish to Secured Party from time to time statements
and schedules  further  identifying and describing the Collateral and such other
reports in connection  with the Collateral as Secured Party may request,  all in
reasonable  detail,  and Grantor  hereby  agrees that  Secured  Party or Secured
Party's agents may enter upon Grantor's premises at any reasonable time and from
time to time for the purpose of inspecting the Collateral and records pertaining
thereto.

          (d)  Without  giving  Secured  Party at least  sixty  (60) days  prior
notice,  Grantor  will not (i) make any change in its  corporate  name,  or (ii)
conduct its business operations under any fictitious business name or trade name
not set forth in Subsection 3(d), or (iii) move the principal place of business,
principal  executive  office of Grantor or the office  where  Grantor  keeps its
records concerning the Collateral.

          (e) Grantor shall not make any disposition of the Collateral.

     5. Maintenance of Collateral and Related Matters. Grantor shall:

          (a) Keep all physical  items of the  Collateral at the place  therefor
specified  in  Subsection  3(a) or, upon sixty (60) days prior notice to Secured
Party,  at such  other  places in  jurisdictions  where all action  required  by
Section 4 shall have been taken with respect to the Collateral.

          (b) Comply with all laws, statutes, rules and regulations governing or
relating to the Grantor and cause the  Collateral to be maintained and preserved
in the same  condition,  repair and working order as when  acquired  (other than
repairs or  refurbishing by Grantors),  ordinary wear and tear excepted,  and in
accordance with any manufacturer's  manual, and shall forthwith,  or in the case
of any loss or damage to any of the Collateral as quickly as  practicable  after
the occurrence thereof, make or cause to be made all repairs,  replacements, and
other  improvements in connection  therewith which are necessary or desirable to
such  end.  Grantors  shall  promptly  furnish  to  Secured  Party  a  statement
respecting any loss or damage to any of the Collateral.

          (c) Pay  promptly  when due all taxes,  assessments  and  governmental
charges or levies  imposed  upon,  and all claims  (including  claims for labor,
materials and supplies) against the Collateral.

          (d) Maintain, at its own expense,  insurance against loss or damage to
the Collateral  (including  liability  insurance) in such amounts,  against such
risks, in such form, and with such insurers, as shall be satisfactory to Secured
Party from time to time.

          (e) Keep moneys obtained from the sale of pre-need  contracts in trust
strictly in accordance with applicable statutes, rules and regulations unless an
insurance  contract is purchased for such contract in accordance with applicable
statutes, rules and regulations.



                                       3
<PAGE>


          (f)  Provide  access to  Secured  Party to audit  Grantor's  books and
records during business hours upon reasonable notice to Grantor.

          (g) Take good faith steps to protect and  preserve all trade names and
copyright  included  in  the  Collateral,  including,  without  limitation,  the
enforcement of any claims for infringement.

          (h) Not enter into any license or other  transfer of all trade  names,
servicemarks,  trademarks or copyrights included in the Collateral,  without the
prior written  consent of Secured Party which consent may be withheld at Secured
Party's  sole and absolute  discretion  provided  that no such consent  shall be
required to enter into a license  thereof to an affiliated  entity  controlling,
controlled  by or under  common  control  with  Grantor so long as the  licensee
thereunder remains so affiliated.

     6. [Intentionally Deleted]

     7. Events of Default.  Any one or more of the following  shall be an "Event
of Default" hereunder, provided however, that in the case of an Event of Default
under Sections 7(c) and 7(g), Grantor shall have the right to cure such default,
provided  further that such right of cure shall lapse on the date that is thirty
(30) days after the date the Secured Party delivers to Grantor written notice of
such default:

          (a) There shall occur a Default  Event under the  Debentures  or under
the Guarantee.

          (b) Grantor shall breach in any material respect any term,  provision,
warranty or representation under the Obligations.

          (c) If Grantor should become insolvent; or should be unable to pay its
debts as they mature;  or should make an assignment for the benefit of creditors
or to an agent authorized to liquidate any substantial  amount of its properties
or  assets,  or should  file a  voluntary  petition  in  bankruptcy  or  seeking
reorganization  or to  effect a plan or other  arrangement  with  creditors;  or
should file an answer  admitting the  jurisdiction of any court and the material
allegations  of an  involuntary  petition  filed pursuant to any Act of Congress
relating to  bankruptcy or  reorganization;  or should join in any such petition
for an  adjudication or for a  reorganization  or other  arrangement;  or should
become or be  adjudicated  a  bankrupt;  or should  apply for or  consent to the
appointment  of or consent  that an order be made  appointing  any  receiver  or
trustee for itself or for any of its  properties,  assets or business;  or if an
order should be entered  pursuant to any Act of Congress  relating to bankruptcy
or reorganization;  or if a receiver or a trustee should be appointed for all or
a substantial part of its properties, assets or business.

          (d) If any  warrant of  attachment,  execution  or other writ shall be
issued or levied upon any of the Collateral,  and such attachment,  execution or
other writ shall  remain  undischarged  and  unstayed  for a period in excess of
thirty  (30)  days or  Grantor  shall  fail to post (or cause to be  posted)  an
indemnity  bond for the  maximum  liability  pursuant  to any  such  attachment,
execution or other writ.



                                       4
<PAGE>

          (e) Should any statements,  schedules or other documents  furnished by
Grantor to Secured Party prove false or incorrect in any material respect.

          (f) Grantor shall voluntarily or involuntarily discontinue business.

          (g) Other  than as the  result of any  action or  omission  of Secured
Party, and subject to Section 2, there is a material  impairment of the priority
of Secured Party's security interest in the Collateral.

          (h) Should Grantor sell, transfer,  assign or otherwise dispose of, in
one or more  transactions,  (i) all or substantially  all of its assets, or (ii)
all or a substantial  portion of the business  operations of Grantor, or (b) the
holders  as of the date  hereof of the  beneficial  interest  in the  issued and
outstanding  voting  capital  stock  of  Grantor  shall  transfer  on  either  a
nondiluted  basis  or  on a  fully  diluted  basis  (assuming  all  instruments,
securities  or  agreements  which are  convertible  into,  exchangeable  for, or
options or rights to purchase,  voting  capital stock of Grantor is  immediately
exercisable) an aggregate of 50.1% of the capital stock of the Grantor.

     8. Secured Party  Appointed  Attorney-in-Fact.  Grantor hereby  irrevocably
appoints Secured Party as Grantor's attorney-in-fact, with full authority in the
place  and  stead  of  Grantor  and in the  name of  Grantor,  Secured  Party or
otherwise,  from time to time in Secured Party's  discretion upon the occurrence
and during the  continuance  of an Event of  Default,  to take any action and to
execute any  instrument  which Secured Party may deem  necessary or advisable to
accomplish the purposes of this Agreement.

     9. Secured  Party May Perform.  If Grantor  fails to perform any  agreement
contained  herein,  Secured Party may itself perform,  or cause  performance of,
such  agreement,  and the expenses so incurred in connection  therewith shall be
payable by the Grantor under Section 13(b) hereof.

     10. Secured Party's Duties. The powers conferred on Secured Party hereunder
are solely to protect its  interest in the  Collateral  and shall not impose any
duty upon it to exercise  any such  powers.  Except for the safe  custody of any
Collateral in Secured Party's  possession and the accounting for moneys actually
received by it hereunder,  Secured Party shall have no duty as to any Collateral
or as to the taking of any  necessary  steps to preserve  rights  against  prior
parties or any other rights pertaining to any Collateral.

     11.  Remedies.  If  any  Event  of  Default  shall  have  occurred  and  be
continuing, without Grantor curing such default where permitted in Section 7:

          (a) Secured  Party may, at its election,  and as hereby  authorized by
Grantor,  exercise in respect of the Collateral, in addition to other rights and
remedies  provided for herein or  otherwise  available to it, all the rights and
remedies of a secured party on default under the Commercial Code of the State of
California (or other  applicable  Uniform  Commercial Code)  (collectively,  the
"Code")  (whether or not the Code applies to the affected  Collateral)  and also
may:

               (i) require Grantor to, and Grantor hereby agrees that it will at
its expense and upon request of Secured Party forthwith, assemble all or part of
the Collateral as



                                       5
<PAGE>

directed by Secured  Party and make it available to Secured  Party at a place to
be designated by Secured Party which is reasonably convenient to both parties;

               (ii) without  notice or demand or legal  process,  enter upon any
premises of Grantor and take possession of the Collateral; and

               (iii)  without  notice  except  as  specified  below,   sell  the
Collateral or any part thereof in one or more parcels at public or private sale,
at any of Secured Party's offices or elsewhere, at such time or times, for cash,
on credit or for  future  delivery,  and at such  price or prices  and upon such
other terms as Secured Party may deem  commercially  reasonable.  Grantor agrees
that, to the extent notice of sale shall be required by law, at least five days'
notice to  Grantor  of the time and place of any  public  sale or the time after
which any private sale is to be made shall constitute  reasonable  notification.
At any sale of the Collateral, if permitted by law, Secured Party may bid (which
bid may be, in whole or in part, in the form of  cancellation  of  indebtedness)
for and  purchase  the  Collateral  or any  portion  thereof  for the account of
Secured  Party.  Secured  Party  shall  not be  obligated  to make  any  sale of
Collateral  regardless  of notice of sale having been given.  Secured  Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor,  and such sale may, without further notice, be made at
the time and place to which it was so adjourned;

          (b) All cash proceeds received by Secured Party in respect of any sale
of, collection from, or other realization upon all or any part of the Collateral
may only be held by Secured Party as collateral  for, and/or then or at any time
thereafter  applied  (after  payment of any  amounts  payable  to Secured  Party
pursuant to Section 13 hereof) in whole or in part by Secured  Party against all
or any part of the Obligations, as it sees fit. Any surplus of such cash or cash
proceeds held by Secured Party and remaining after payment in full of all of the
Obligations  shall be paid over to the Grantor or to whomsoever  may be lawfully
entitled to receive such surplus.

          (c) Secured  Party may, at its election,  and as hereby  authorized by
Grantor,  require Grantor forthwith to account for and transmit to Secured Party
in the same form as received  all  proceeds  (other than  physical  property) of
collection of accounts  received by Grantor and, until so  transmitted,  to hold
the same in trust for the Secured Party and not commingle such proceeds with any
other funds of Grantor.

          (d) Secured  Party may, at its election,  and as hereby  authorized by
Grantor, ship, reclaim,  recover, store, finish,  maintain,  repair, prepare for
sale,  advertise  for sale and sell (in the  manner  provided  for  herein)  the
Collateral.

          (e) Secured  Party's rights and remedies under this Agreement shall be
cumulative.  Grantor  hereby  agrees  that,  subject  to  Section  7, all of the
foregoing may be effected  without  demand,  advertisement  or notice (except as
otherwise provided herein or as may be required by law), all of which (except as
otherwise provided) are hereby expressly waived, to the extent permitted by law.
Secured  Party  shall  not  be  obligated  to do any  of  the  acts  hereinabove
authorized,  but in the  event  that  Secured  Party  elects to do any such act,
Secured Party shall not be  responsible  to the Grantor under any  circumstance.
Secured Party shall have all other rights and remedies not inconsistent herewith
as provided under the Code, by law, or in



                                       6
<PAGE>

equity.  No exercise by Secured  Party of one right or remedy shall be deemed an
election,  and no waiver by Secured Party of any default on Grantor's part shall
be deemed a continuing  waiver. No delay by Secured Party in enforcing any right
or remedy hereunder shall constitute a waiver, election or acquiescence by it.

     12. Amendments.  No amendment or waiver of any provision of this Agreement,
nor  consent to any  departure  by the Grantor  herefrom,  shall in any event be
effective  unless the same shall be in writing and signed by Secured Party,  and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

     13. Indemnity and Expenses.

          (a) Grantor  agrees to defend,  indemnify  and hold  harmless  Secured
Party from and against any and all claims,  losses and  liabilities  arising out
of, resulting from or relating to this Agreement, any of the Collateral,  any of
the Obligations secured thereby, or any of the transactions contemplated by this
Agreement,  except claims,  losses or liabilities resulting from Secured Party's
gross negligence or willful misconduct.

          (b)  Grantor  will upon  demand  pay to  Secured  Party (in the manner
provided in Section 16 hereof) the amount of any and all expenses, including the
reasonable  fees and  disbursements  of counsel  and of any  experts and agents,
which Secured Party may incur in connection with (i) the  administration of this
Agreement and the transactions  contemplated by the foregoing, (ii) the custody,
preservation,  use or operation  of, or the sale of,  collection  from, or other
realization  upon,  any of the  Collateral,  (iii) the exercise,  enforcement or
protection  of any of the  rights  under  this  Agreement  and the  transactions
contemplated  by the  foregoing,  or (iv) the  failure by Grantors to perform or
observe any of the provisions hereof.

     14. Notices. Any notice,  request,  demand or other communication  provided
for hereunder shall be in writing and shall be personally  served,  delivered by
nationally  recognized overnight courier,  special next day delivery, or sent by
United States mail certified delivery, or telecopied to the appropriate party at
the address set forth below (or at any other  address as may be designated by it
in a written notice sent to the other party in accordance with this section) and
shall be deemed to have been given, as applicable,  when personally  served, the
next business day after deposit with a nationally  recognized overnight courier,
special next day delivery, with verification of receipt, or three (3) days after
its deposit in the United States mail, certified delivery, with postage prepaid,
or when telecopied (with mechanical confirmation).  Any notice, request, demand,
direction or other  communication  given by telecopier must be confirmed  within
forty-eight (48) hours by letter mailed or delivered to the appropriate party at
its respective address.  Unless otherwise designated by the appropriate party in
a  written  notice  sent to the other  party in  accordance  with this  section,
notices shall be directed to the appropriate party at the following addresses:

          If to Grantor:

               Trident Society, Inc.
               4312 Woodman Avenue



                                       7
<PAGE>

               3rd Floor
               Sherman Oaks, California 91423

          If to the Secured Party:

               CapEx, L.P.
               518 Seventeenth Street, Suite 1700
               Denver, Colorado 80202
               Telecopier No. (303) 869-4644
               Telephone No. (303) 869-4700
               Attention:  Evan Zucker, Managing Partner

          with a copy to:

               Moye Giles LLP
               1225 Seventeenth Street, 29th floor
               Denver, Colorado 80202-5529
               Telecopier No. (303) 292-4510
               Telephone No. (303) 292-2900
               Attention: Edward D. White III, Esq.

     15. Continuing Security Interest;  Transfer.  This Agreement shall create a
continuing  security  interest  in the  Collateral  and shall (i) remain in full
force  and  effect  until  payment  in  full  of all  amounts  owing  under  the
Obligations and this Agreement (ii) be binding upon Grantor,  its successors and
assigns  and (iii)  inure to the  benefit of Secured  Party and its  successors,
transferees and permitted assigns.  Upon the payment and satisfaction in full of
all of the Obligations, the security interest granted hereby shall terminate and
all rights to the Collateral shall revert to Grantor. Upon any such termination,
Secured  Party will, at Grantor's  expense,  execute and deliver to Grantor such
documents as Grantor shall reasonably request to evidence such termination,  and
return any Collateral in its possession.

     16. Manner of Payments.  Secured  Party shall provide  Grantor with payment
instructions,  including bank accounts and wire transfer  instructions,  for any
payments owed under the Obligations.

     17. Return of Payment. Grantor hereby agrees that if at any time all or any
part of any payment  theretofore  paid by Grantor  and applied by Secured  Party
under any of the  Obligations  is  returned  by  Secured  Party  for any  reason
whatsoever   (including,   without  limitation,   the  insolvency,   bankruptcy,
reorganization  or  assignment  for the benefit of  creditors  of Grantor)  such
Obligations,  for the purpose of this Agreement, to the extent that such payment
is returned,  shall be deemed to have  continued in  existence,  notwithstanding
such  application  by Secured  Party,  and this  Agreement  shall continue to be
effective or be reinstated,  as the case may be, as to such Obligations,  all as
though such application by Secured Party had not been made.

     18. General Provisions.

          (a)  This  Agreement  shall  bind  and  inure  to the  benefit  of the
respective successors and permitted assigns of each of the parties.  Grantor may
not assign its rights and



                                       8
<PAGE>

obligations under this Agreement to a third party, except upon the prior written
consent of Secured Party, given or withheld in its sole and absolute discretion.

          (b) Section  headings  and section  numbers have been set forth herein
for convenience only.

          (c) In the  event  that  any  one or more  of the  provisions  of this
Agreement shall be declared to be illegal or  unenforceable  under any law, rule
or regulation, such illegality or unenforceability shall not affect the validity
and enforceability of the other provisions of this Agreement.

          (d) This Agreement and the documents provided hereunder constitute the
entire  agreement and  understanding  of the parties  hereto with respect to the
subject  matter  of  this  Agreement,   and  supersede  all  prior  discussions,
agreements and understandings between the parties with respect thereto.

          (e) EACH OF THE PARTIES  HERETO  HEREBY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY SUIT,  ACTION  OR  PROCEEDING  ARISING  OUT OF OR  RELATING  TO THIS
AGREEMENT  AND AGREES THAT ANY SUCH SUIT,  ACTION OR  PROCEEDING  SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.

          (f) This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of California.

          (g) The failure of either  party  hereto to enforce at any time any of
the provisions  hereof shall not be construed to be a waiver of such  provisions
or of the right of such party thereafter to enforce any such provisions.

          (h) No  provision  of this  Agreement  shall be  construed  against or
interpreted  to the  disadvantage  of either  party hereto by any court or other
governmental  or  judicial  authority  by reason of such  party  having or being
deemed to have structured or dictated such provision.  Unless otherwise  defined
herein,  terms  used  in  Division  9 of the  Commercial  Code of the  State  of
California are used herein as therein defined.

          (i) Grantor waives demand,  notice,  protest,  notice of acceptance of
this  Agreement or other  action taken in reliance  hereon and any and all other
demands and notices of any description.

          (j) Grantor agrees that it shall deliver to Secured Party on or before
the effective  date of this  Agreement  evidence of corporate  authority and due
execution in form and substance reasonably acceptable to Secured Party.

     IN WITNESS WHEREOF,  each party hereto has caused this Agreement to be duly
executed and delivered as of the date first above written.



                                       9
<PAGE>


THE NEPTUNE SOCIETY OF AMERICA           CAPEX, L.P.
                                         By:      RBP, LLC, its General Partner

By:                                      By:
      ------------------------------            -------------------------------
Name:                                    Name:  Evan Zucker
      ------------------------------
Title:                                   Title: Managing Member
      ------------------------------





                                       10
<PAGE>


                                    EXHIBIT A

                            DESCRIPTION OF COLLATERAL

     (a) All contracts,  if any, whether now existing or hereafter  entered into
between  Grantor,   Neptune-Los  Angeles,  Ltd.,  Neptune-Santa  Barbara,  Ltd.,
Neptune-St. Petersburg, Ltd. and other "Neptune" entities heretofore established
by Grantor or any of their affiliates,  subsidiaries,  or licensees,  on the one
hand, and individuals on the other hand, for the provision of cremation services
at the time of death ("Neptune Pre-Need Contracts");

     (b)  All  funds  paid  by  individuals  pursuant  to the  Neptune  Pre-Need
Contracts including those funds required to be trusted;

     (c)  All  machinery,  electrical  and  electronic  components,   equipment,
fixtures,  furniture,  office machinery,  computers,  vehicles, boats, trailers,
implements and other tangible  personal  property of every kind and  description
now owned or  hereafter  acquired  by Grantor and all goods of like kind or type
hereafter acquired by Grantors in substitution or replacement  thereof,  and all
additions and accessions thereto  (collectively  hereinafter  referred to as the
"Equipment")  and all rents,  proceeds and products of the Equipment  including,
without limitation, the rights to insurance covering the Equipment;

     (d) The  following  personal  property,  whether  now  owned  or  hereafter
acquired: (i) all inventions,  processes,  formulae,  licenses,  patents, patent
rights,  copyright,  including the Neptune Society Information Book, trademarks,
trademark rights,  service marks,  service mark rights,  trade names, trade name
rights, logos, indicia, corporate and company names, business source or business
identifiers and renewals and extensions thereof,  domestic and foreign,  whether
now owned or hereafter  acquired,  and the accompanying  goodwill;  and (ii) the
right (but not the  obligation) to register claims under trademark or patent and
to renew and  extend  such  trademarks  or  patents  and the right  (but not the
obligation)  to sue in the name of Grantor  or in the name of Secured  Party for
past, present or future infringement of trademark or patent; and

     (e) All  cash and cash  equivalents  of  Grantor  and all  drafts,  checks,
certificates  of deposit,  notes,  bills of exchange  and other  writings  which
evidence  a right  to the  payment  of  money  and are not  themselves  security
agreements  or  leases  and are of a type  which is in the  ordinary  course  of
business  transferred  by delivery with any necessary  endorsement or assignment
whether now owned or hereafter acquired; and

     (f) To the extent not included in the items  described in  subsections  (a)
through  (e)  above,  all  accounts,   contract  rights,   general  intangibles,
documents,  instruments,  chattel paper, goods, inventory and equipment (as such
terms are  defined in the  California  Commercial  Code) now owned or  hereafter
acquired by Grantor, and the proceeds and products thereof.