EXHIBIT 10.53



                            THE NEPTUNE SOCIETY, INC.

                   DEBENTURE purchase and AMENDMENT AGREEMENT

     This  Debenture  Purchase and Amendment  Agreement  (this  "Agreement")  is
effective as of July 31, 2003 (the "Effective Date"), by and between The Neptune
Society,  Inc., a Florida  corporation (the "Company"),  CapEx, L.P., a Delaware
limited  partnership  ("CapEx"),  and D.H. Blair Investment Banking Corp., a New
York corporation  ("DHB") (together with CapEx, the "Holders").  The Company and
the Holders are  collectively  referred  to herein as the  "Parties"  and each a
"Party."  Capitalized  terms that are not defined herein shall have the meanings
set forth in the Debenture and Warrant  Purchase  Agreement  dated  November 24,
1999 between the Parties, the Debentures, or the Debenture and Warrant Amendment
Agreement dated effective December 31, 2001, between the Parties, as applicable.

                                    RECITALS

     1.   The Company  and the  Holders  are parties to a Debenture  and Warrant
          Purchase  Agreement  dated  November 24,  1999,  pursuant to which the
          Company  issued  certain  securities to CapEx and DHB (the  "Debenture
          Purchase Agreement");

     2.   The  Company  issued  to  CapEx  pursuant  to the  Debenture  Purchase
          Agreement:  (i) a Convertible Debenture dated December 24, 1999 in the
          initial  principal amount of $3,000,000 (the "CapEx  Debenture"),  due
          February 24, 2005 and convertible  into shares of the Company's common
          stock,  par value $0.002 ("Common  Stock");  (ii) a Warrant  initially
          exercisable  to purchase  120,000  shares of Common Stock at $5.21 per
          share, subject to certain adjustments (the "CapEx Warrant No. 1"); and
          (iii) a Warrant  initially  exercisable to purchase  120,000 shares of
          Common Stock at $6.25 per share,  subject to certain  adjustments (the
          "CapEx Warrant No. 2");

     3.   The  Company  issued  to  DHB  pursuant  to  the  Debenture   Purchase
          Agreement:  (i) a Convertible Debenture dated December 24, 1999 in the
          initial  principal  amount of $2,000,000  (the "DHB  Debenture"),  due
          February 24, 2005,  convertible  into shares of Common  Stock;  (ii) a
          Warrant  exercisable  to purchase  80,000 shares of Common  Stock,  at
          $5.21 per share,  subject to certain adjustments (the "DHB Warrant No.
          1");  and (iii) a Warrant  exercisable  to purchase  80,000  shares of
          Common Stock, at $6.25 per share,  subject to certain adjustments (the
          "DHB Warrant No. 2");

     4.   The Company and the Holders  entered into that certain  Debenture  and
          Warrant Amendment  Agreement  effective  December 31, 2001 (the "First
          Restructuring  Agreement")  to amend the terms of the CapEx  Debenture
          (the  "CapEx  Amended  Debenture")  and the DHB  Debenture  (the  "DHB
          Amended Debenture")  (collectively,  the "Amended  Debentures") and to
          amend the terms of the CapEx Warrant No. 1 and the CapEx Warrant No. 2
          (the "Amended CapEx Warrants"),  and the DHB Warrant No. 1 and the DHB
          Warrant No. 2 (the "Amended DHB Warrants");



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<PAGE>

     5.   The  Company  entered  into  certain   transactions   which  triggered
          adjustments  to the effective  conversion  price of the Debentures and
          the exercise price of the Warrants;

     6.   On May 21, 2002,  the Company  effected a 4-for-1  reverse stock split
          (the  "Reverse   Stock   Split"),   as   contemplated   by  the  First
          Restructuring  Agreement and Warrant  Amendment No. 1 to those certain
          Warrants held by DHB and CapEx.

     7.   Neptune Society of America, Inc. (formerly,  Lari Acquisition Company,
          Inc.), a wholly -owned subsidiary of the Company, has an obligation to
          pay  to   the   Emanuel   Weintraub   Intervivos   Trust   as  to  its
          Neptune/Heritage    general   partnership    interest    ("Weintraub")
          approximately  $1.7  million  due  under  the  terms  of that  certain
          promissory note dated March 31, 1999 in the amount of  $19,000,000.00,
          as modified by certain amendments dated August 1, 1999, July 14, 2000,
          June 19, 2001,  August 6, 2001 and  December 27, 2001 (the  "Weintraub
          Obligation");

     8.   The  Company  desires  to borrow One  Million  Five  Hundred  Thousand
          Dollars  (US$1,500,000)  from CapEx for the purposes of satisfying the
          Weintraub  Obligation,  and CapEx  desires to advance  the Company One
          Million Five Hundred Thousand Dollars (US$1,500,000) for such purposes
          (the "Additional Advance");

     9.   The  Company and CapEx  desire to amend and restate the CapEx  Amended
          Debenture  in its  entirety  to reflect  the  Additional  Advance,  to
          include in the accrued and  outstanding  interest of US$529,344 in the
          principal amount of the debenture,  to specify certain repayment terms
          and to provide for certain additional changes;

     10.  The  Company  and DHB  desire to amend  and  restate  the DHB  Amended
          Debenture  in its  entirety to include in the accrued and  outstanding
          interest of US$352,896 in the principal  amount of the  debenture,  to
          specify certain repayment terms and to provide for certain  additional
          changes; and

     11.  The  Parties  desire to further  specify the  relationships  among the
          Parties on the terms and conditions set forth herein,

     NOW,  THEREFORE,  in  consideration  of the above and the  mutual  promises
hereinafter set forth, the parties hereto agree as follows:

1.   AGREEMENT TO ADVANCE ADDITIONAL FUNDS.

     1.1 Loan to  Company.  Subject to the terms and  conditions  hereof,  CapEx
agrees to loan to the Company  and the  Company  agrees to borrow from CapEx the
Additional Advance of One Million Five Hundred Thousand Dollars  (US$1,500,000).
The Additional Advance shall be evidenced by, and payable in accordance with the
terms and  conditions  of, the Amended and  Restated  Debenture  issued to CapEx
under the terms of this Agreement.


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<PAGE>

     1.2  Additional  Advance.  On or before the  Closing,  CapEx shall wire One
Million Five Hundred  Thousand Dollars  (US$1,500,000)  (the "Closing Funds") to
Stein & Flugge,  LLP, as agent for Weintraub (the "Weintraub  Agent") in partial
satisfaction of the Weintraub Obligation,  pursuant to the wire instructions set
forth in Exhibit A.

     1.3 Payment of Weintraub  Obligation.  The Company shall use the Additional
Advance for the sole  purpose of paying the  Weintraub  Obligation.  The Company
shall pay the  difference  between  the  Additional  Advance  and the  Weintraub
Obligation from the Company's  existing cash reserves.  Payment of the Weintraub
Obligation  shall  be made by the  Company  in  full on the  Closing  Date or as
otherwise agreed by the Parties.

2.   AGREEMENT TO AMEND AND RESTATE CONVERTIBLE DEBENTURES AND AMEND WARRANTS.

     2.1 Amendment of Debentures. Subject to the terms and conditions hereof, at
Closing (as  defined in Section 4.1 below),  the Company and each of the Holders
hereby agree:

     (a)  the CapEx  Amended  Debenture  shall be amended  and  restated  in its
          entirety and be replaced by the Amended and Restated  Debenture in the
          form  attached  as  Exhibit  B  (the   "Amended  and  Restated   CapEx
          Debenture"), and

     (b)  the DHB  Amended  Debenture  shall  be  amended  and  restated  in its
          entirety and be replaced by the Amended and Restated  Debenture in the
          form attached as Exhibit C (the "Amended and Restated DHB Debenture").

The Amended and  Restated  CapEx  Debenture  and the  Amended and  Restated  DHB
Debenture are referred to collectively as the "Amended and Restated Debentures."
In the event of any differences or disputes  between the terms of this Agreement
and the terms of the Amended and Restated  Debentures,  the terms of the Amended
and Restated Debentures shall control.

     2.2 Amendment of Warrants.  The Amended CapEx  Warrants and the Amended DHB
Warrants shall be amended as follows:

          (a)  The Expiry Date of the Amended CapEx Warrants and the Amended DHB
               Warrants shall be July 31, 2007, rather than December 24, 2004.

          (b)  Each of the  Amended  CapEx  Warrants  shall  be  exercisable  to
               acquire 15,000 shares of Common Stock at an exercise price not to
               exceed  $3.00 per share.  CapEx  shall be  entitled to purchase a
               total of 30,000  shares of  Common  Stock if both of the  Amended
               CapEx Warrants are fully exercised.

          (c)  Each of the Amended DHB Warrants  shall be exercisable to acquire
               10,000 shares of Common Stock at an exercise  price not to exceed
               $3.00 per share.  DHB shall be  entitled  to  purchase a total of
               20,000 shares of Common Stock if both of the Amended DHB Warrants
               are fully exercised.



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<PAGE>

          (d)  References  to  the  First   Restructuring   Agreement  and  this
               Agreement  will be added  immediately  following the reference to
               the Debenture Purchase Agreement in Paragraph 6(b).

The Company shall  execute and deliver to (i) CapEx at Closing a Second  Warrant
Amendment,  in  substantially  the form  attached  hereto as Exhibit D, for each
Amended CapEx Warrant,  and (ii) DHB at Closing a Second Warrant  Amendment,  in
substantially  the form  attached  hereto as  Exhibit  E, for each  Amended  DHB
Warrant,  reflecting  the amendments set forth in this Section 2.2. In the event
of  dispute  between  the terms of this  Agreement  and the terms of an  Amended
Warrant, the language of the Amended Warrant, as amended, shall control.

     2.3 Continuing  Provisions.  Except as otherwise provided in this Agreement
or in the Amended and Restated Debentures or Warrant  Amendments,  the remaining
terms,  conditions,  representations,  warranties and covenants set forth in the
Debenture Purchase Agreement,  the First Restructuring  Agreement,  the Warrants
and the Warrant Amendments shall be binding on the Company and the Holders.  The
terms,  conditions,  representation,  warranties and covenants in this Agreement
and the Amended and Restated Debentures shall likewise be binding on the Company
and the Holders.

     2.4 Security  Documents.  The Parties hereby acknowledge and agree that (a)
those certain Security Agreements,  each dated November 24, 1999, between CapEx,
as Agent, and each of the Company,  Neptune Management Corp., Neptune Society of
America,  Inc.,  and  Heritage  Alternatives,  and (b)  those  certain  Guaranty
Agreements,  each dated November 24, 1999,  between CapEx, as Agent, and each of
Neptune  Management  Corp.,  Neptune  Society of  America,  Inc.,  and  Heritage
Alternatives,  executed as security for the repayment of the Debentures shall be
deemed to refer to the Amended and Restated Debentures and shall act as security
for the repayment of the Amended and Restated  Debentures.  To this effect,  the
Parties and each of Neptune Management Corp., Neptune Society of America,  Inc.,
and Heritage Alternatives shall sign a Security Agreement Amendment Agreement in
the form  attached  hereto as Exhibit F, and each of Neptune  Management  Corp.,
Neptune Society of America,  Inc., and Heritage  Alternatives  shall acknowledge
and agree to the provisions of this  Agreement.  Further Trident  Society,  Inc.
shall  execute a  Guaranty  Agreement  and a Security  Agreement  in the form of
Exhibit G, and shall acknowledge and agree to the provisions of this Agreement.

3.   RESTRUCTURING FEES.

     3.1 Restructuring Fee - Common Stock.

          (a) At  Closing,  the  Company  will issue the  Holders a total of six
hundred thousand  (600,000)  shares of Common Stock as a restructuring  fee (the
"Consideration  Shares") in  consideration  of entering into this  Agreement and
amending and restating Amended  Debentures,  under the terms provided herein, in
the amounts set out opposite the name of each Holder:

             Holder                   Consideration Shares
             ------                   --------------------
             CapEx                          400,000
             DHB                            200,000



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<PAGE>

          (b) Restructuring Fees - Additional Warrants.  In consideration of the
Holders'  agreement to amend and restate the Amended  Debentures to, among other
things,  delete  the  conversion  option  contained  in  Sections 2 and 3 of the
Amended  Debentures  and  to  allow  prepayment  of  the  Amended  and  Restated
Debentures, the Company shall issue (a) CapEx a warrant, in the form attached as
Exhibit H, exercisable to acquire a total of 1,000,000 shares of Common Stock at
an exercise price not to exceed $3.00 per share,  and (b) DHB a warrant,  in the
form attached as Exhibit I,  exercisable to acquire a total of 666,667 shares of
Common Stock at an exercise price not to exceed $3.00 per share  (together,  the
"Additional  Warrants"),  with an Expiry Date of July 31, 2007.  In the event of
any  differences or dispute between the terms of this Agreement and the terms of
the Additional Warrants, the terms of the Additional Warrants shall control.

     3.2 Registration of Shares.  Within sixty (60) days of Closing, the Company
shall file with the Securities and Exchange Commission a registration  statement
covering  the resale of the  Consideration  Shares and all other  non-registered
shares of Common Stock held by the Holders or are  acquirable  upon  exercise of
convertible  securities  (including the shares to be issued upon exercise of the
Warrants and the Additional Warrants),  which are not currently registered under
the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  or are not
otherwise tradable without  restriction under Rule 144(k) of the Securities Act.
The Company shall use its best efforts to cause such  registration  statement to
be declared  effective within ninety (90) days of Closing,  but in no case shall
the  registration  statement be declared  effective later than one hundred fifty
(150) days after Closing.  In the event the registration  statement  required by
this Section 3.2 is not declared  effective  within the one hundred  fifty (150)
day period set forth herein, then the Company shall not be in default under this
Agreement or the Amended  Debentures  provided that the Company certifies to the
reasonable  satisfaction  of  CapEx  and DHB  that  (i) the  Company  has  acted
diligently  and used its  reasonable  best  efforts  to cause  the  registration
statement  to be declared  effective as soon as possible and (ii) the failure to
cause the  registration  statement to be declared  effective  has been caused by
delays on the part of the Securities and Exchange Commission staff in completing
its review of the registration  statement,  in which case the Company shall have
an  additional  thirty  (30) days to have the  registration  statement  declared
effective  or such  additional  time as the Holders may  determine at their sole
discretion.  The Company  shall make the  foregoing  certification  in a writing
signed by the Company's  Chief  Executive  Officer and Chief  Financial  Officer
setting forth all relevant details of the review process, including the specific
reasons that the  registration  statement has not been declared  effective.  The
Company shall keep the  registration  statement  effective until the earlier of:
(a) that date that all Registrable  Securities  have been  registered  under the
Securities  Act or have  otherwise  been sold to the  public  in an  open-market
transaction  under Rule 144; (b) the date that all  Registrable  Securities  are
eligible  for resale  without  restriction  under  Rule 144 or other  applicable
exemption  under the Securities  Act; or (c) July 31, 2008. The  registration of
shares  pursuant to this Section 3.2 shall be governed by Sections  7.3, 7.4 and
7.5 of this Agreement.

     3.3 First Right of Refusal  Whenever  the Board of Directors of the Company
shall authorize the issuance and/or sale of (a) shares of Common Stock,  (b) any
other securities of the Company entitled to participate with the Common Stock in
a distribution  of the Company's  remaining  assets (after  distribution  to all
holders of securities entitled to such distribution in



                                       5
<PAGE>

priority to the holders of Common Stock), or (c) any rights, options or warrants
to purchase,  or securities of any type whatsoever  (except for stock options to
employees,  officers or directors of the Corporation or any of its  subsidiaries
pursuant to employee  stock option plans  approved of by Agent not to exceed 10%
of the issued and  outstanding  shares of Common Stock) that are, or may become,
convertible into, or otherwise exchangeable for, securities of the type referred
to in  Section  3.3(a) or (b) (the  securities  described  in (a),  (b) and (c),
hereinafter  collectively  referred  to  as  "Equity  Securities"),  the  Equity
Securities  shall first be ratably offered to the Holders  effective on the date
of the  authorization  by the Board of  Directors of such  issuance  (the "First
Rights").  The  Holders  (each,  a "First  Rightholder")  shall be  entitled  to
exercise  First  Rights for that number of such Equity  Securities  equal to the
greater of (1) their aggregate  percentage  ownership  interest in the Company's
issued and  outstanding  shares of Common Stock on the day prior to the issuance
("Pro Rata Interest"), or (2) their aggregate fully diluted percentage ownership
of shares of the Company's Common Stock on the day prior to the issuance ("Fully
Diluted Pro Rata Interest").  Immediately after Closing, CapEx's and DHB's Fully
Diluted Pro Rata Interest will be 14.94887931%  and  9.36121885%,  respectively,
based on 5,773,205  total shares issued and  outstanding  and  11,024,793  total
fully  diluted  shares  immediately  prior to the  Closing  of the  transactions
contemplated by this Agreement,  as reflected in Exhibit J attached hereto.  The
Fully  Diluted  Pro  Rata  Interest  held by  each of  CapEx  and DHB  shall  be
determined based on the ratio calculated as follows:

<TABLE>
<S>                       <C>                                    <C>            <C>
                          (A) the number of shares of Common                    (A) the number of shares of issued
                          Common Stock owned by CapEx or                        and outstanding Common Stock, plus
Fully Diluted             DHB, as applicable, plus (B) the       divided by     (B) the total number of shares
Pro Rata Interest  =      number of shares acquirable upon                      acquirable upon exercise of issued
                          exercise of convertible securities                    and outstanding convertible securities
                          (including convertible debentures,                    of the Corporation (including convertible
                          convertible notes, warrants and                       debentures, convertible notes, warrants
                          options) by CapEx or DHB, as                          warrants and options)
                          applicable
</TABLE>


Each First  Rightholder  shall be entitled to exercise the First Rights provided
herein with respect to the whole of such Pro Rata  Interest or Fully Diluted Pro
Rata Interest,  as the case may be, or with respect to only a part thereof.  The
Holders  may elect to apply  outstanding  interest  due under  the  Amended  and
Restated  Debentures  towards the payment of the purchase price from such equity
upon exercise first right to participate,  or may elect to participate by paying
cash. The Holders shall notify the Company of their election to participate, and
the means by which they elect to  participate,  within 10 days of being notified
of the Company's plans to offer an equity financing. The First Rights granted in
this Section 3.3 shall terminate immediately upon the later of (i) July 31, 2008
or (ii) the full and complete  payment and  satisfaction  of each of the Amended
and Restated Debentures.

4.   CLOSING; CONDITIONS TO CLOSING.

     4.1 The closing of the transactions  contemplated under this Agreement (the
"Closing")  shall take place at 10:00 a.m.  on July 31,  2003 at the  offices of
Moye Giles  LLP,  at such time or place as the  Company  and the  Holders  shall
mutually agree (such date being hereinafter referred to as the "Closing Date").



                                       6
<PAGE>

     4.2  At  the  Closing,  upon  and  in  consideration  of  the  transactions
contemplated under this Agreement, the Parties agree as follows:

          (a) the Company will execute (or cause to be executed)  and deliver to
CapEx the Amended and Restated CapEx Amended Debenture,  (ii) the Second Warrant
Amendment  to the CapEx  Warrant No. 1, (iii) the Second  Warrant  Amendment  to
CapEx  Warrant No. 2, (iv) the  Additional  Warrant to CapEx,  (v) the  Security
Agreement Amendment Agreements; and (vi) the Guaranty Agreement and the Security
Agreement of Trident Society, Inc.;

          (b) CapEx will accept and  acknowledge  (i) the  Amended and  Restated
CapEx Amended Debenture,  (ii) the Second Warrant Amendment to CapEx Warrant No.
1,  (iii)  the  Second  Warrant  Amendment  to CapEx  Warrant  No.  2,  (iv) the
Additional Warrant to CapEx, (v) the Security Agreement Amendment Agreement; and
(vi) the Guaranty Agreement and the Security Agreement of Trident Society, Inc.;

          (c) the  Company  will  execute and deliver to DHB (i) the Amended and
Restated DHB Amended  Debenture,  (ii) the Second  Warrant  Amendment to the DHB
Warrant No. 1, (iii) the Second Warrant Amendment to DHB Warrant No. 2, and (iv)
the Additional Warrant to DHB;

          (d) DHB will accept and  acknowledge  (i) the Amended and Restated DHB
Amended  Debenture,  (ii) the Second Warrant Amendment to the DHB Warrant No. 1,
(iii) the Second Warrant Amendment to DHB Warrant No. 2, and (iv) the Additional
Warrant to DHB;

          (e) CapEx will  deliver  the CapEx  Debenture  and the  Amended  CapEx
Debenture for cancellation;

          (f) DHB will deliver the DHB  Debenture  and the Amended DHB Debenture
for cancellation;

          (g) CapEx will have wired the Closing Funds to the Weintraub Agent for
the purpose of paying the Weintraub Obligation;

          (h)  The   Company   will  have  wired  funds  to  CapEx  and  DHB  in
reimbursement  of CapEx's and DHB's legal fees and costs  incurred in connection
with this transaction in accordance with the provisions of Section 10.1 below;

          (i) Each of Neptune  Management  Corp.,  Neptune  Society of  America,
Inc., and Heritage  Alternatives  shall execute and deliver a Security Agreement
Amendment Agreement and an acknowledgement and agreement to this Agreement;

          (j)  Trident  Society,  Inc.  shall  execute  and  deliver a  Guaranty
Agreement,  a Security  Agreement,  and an acknowledgement and agreement to this
Agreement; and

          (k) The Holders will execute waivers of all defaults occurring through
the date of this Agreement in connection with the Purchase Agreement,  the First
Restructuring Agreement, the Amended Debentures, the Amended CapEx Warrants, and
the Amended DHB Warrants, in the form of Exhibit K.



                                       7
<PAGE>

     4.3 Conditions to Closing - Holders.

          (a) The  Company  shall  have  theretofore  complied  with  all of its
covenants and agreements contained in this Agreement and all representations and
warranties  of the Company  contained  in this  Agreement  shall in all material
respects be true;

          (b) The Company shall have furnished to CapEx in form  satisfactory to
CapEx a payoff  statement  from  Weintraub  (i)  setting  forth the full  amount
necessary to pay off the Weintraub Obligation, (ii) containing a full release of
any and all liens and other security interests  Weintraub may have in any of the
assets,  including  real and personal  property,  of the Company and any and all
other claims on or interests in the Company which Weintraub may have as a result
of  or in  connection  with  the  Weintraub  Obligation  or  other  obligations,
excepting  Weintraub's  equity  interests in common  shares of the Company,  and
(iii)  acknowledging  that,  after  Closing  and  the  payoff  of the  Weintraub
Obligation,  the Holders will be in the first lien  position  with regard to the
assets of the Company.

          (c) The Company shall have furnished to CapEx in form  satisfactory to
CapEx an officers' certificate in form satisfactory to CapEx that the Company is
not  in  default  under  any  obligation  to  Consulting  Commerce  Distribution
AG/SA/LTD under the terms of that certain 13.75% Convertible Debenture Due March
31, 2004.

          (d) The Company shall have furnished to CapEx, in form satisfactory to
CapEx,  a letter  from  Dorsey & Whitney  LLP  setting  forth the amount owed to
Dorsey & Whitney by the Company and  subrogating any claim of Dorsey & Whitney's
on the assets of the Company  and/or the  subsidiaries  to the  interests of the
Holders in such assets;

          (e) The Company shall have furnished to CapEx in form  satisfactory to
CapEx an  executed  authorization  by the  Board  of  Directors  of the  Company
approving and authorizing the transactions contemplated by this Agreement.

          (f) The Company shall have provided  funds to reimburse  CapEx and DHB
for their legal fees and costs incurred in connection  with this  transaction in
accordance with the provisions of Section 10.1 below.

     4.4  Conditions to Closing - Company.  The Holders  shall have  theretofore
complied with all of their covenants and agreements  contained in this Agreement
and  all  representations  and  warranties  of the  Company  contained  in  this
Agreement shall in all material respects be true.

5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company hereby represents and warrants to each of the Holders as of the
Closing Date:

     5.1 Organization,  Subsidiaries, Good Standing, Qualification and Power and
Authority. The Company is a corporation duly organized,  validly existing and in
good  standing  under the laws of the State of Florida.  The Company and each of
Neptune   Management  Corp.,   Neptune  Society  of  America,   Inc.,   Heritage
Alternatives,  Inc.,  and  Trident  Society,  Inc.  (each,  a  "Subsidiary"  and
collectively the "Subsidiaries") has all requisite corporate power and authority



                                       8
<PAGE>

          (a) to execute and deliver  this  Agreement,  the Amended and Restated
Debentures,  the Additional Warrants, and the other agreements,  instruments and
documents  contemplated  to be  executed  and  delivered  by it pursuant to this
Agreement (this Agreement,  the Amended and Restated Debentures,  the Additional
Warrants,  and such other  agreements  instruments  and  documents  being herein
sometimes collectively referred to as the "Transaction Documents"), (b) to issue
the Consideration  Shares, (c) to issue the shares of the Company's Common Stock
issuable upon exercise of the Amended CapEx Warrants,  the Amended DHB Warrants,
and the Additional  Warrants  (collectively,  the "Warrant Shares"),  and (d) to
carry out the other provisions of the Transaction Documents.  The Company has no
material  subsidiaries other than the Subsidiaries,  where "material subsidiary"
is understood to refer to any  subsidiary  operating  and/or in possession of or
control of assets.

     5.2  Capitalization.  All issued and outstanding shares of the Common Stock
of the Company have been duly  authorized  and validly issued and are fully paid
and  non-assessable.  The issued and  outstanding  capital  stock of the Company
immediately  prior to the Closing will be as set forth on Exhibit J incorporated
by reference herein.  Except as set forth on Exhibit J, there are no outstanding
(or deemed outstanding) options, warrants,  convertible debentures,  convertible
instruments,  agreements  or other rights to purchase or otherwise  acquire upon
conversion,  exchange or otherwise from the Company any of its  securities.  The
Consideration  Shares,  when  issued at the  Closing,  will be duly  authorized,
validly issued and fully paid and non-assessable.  The Consideration  Shares are
not subject to any  statutory,  contractual  or other rights of first refusal or
other preferential rights.

     5.3 Authorization; Binding Obligations. All corporate action on the part of
the  Company,  its  officers,  directors  and  shareholders  necessary  for  the
authorization  of the  Transaction  Documents and the  performance of all of its
obligations thereunder and for the authorization, sale, issuance and delivery of
the Amended and Restated Debentures,  the Consideration  Shares, and the Warrant
Shares has been taken or will be taken prior to the Closing.  The Warrant Shares
have  been or will be,  prior to the  Closing,  duly and  validly  reserved  for
issuance and, when issued upon the exercise of the Amended CapEx  Warrants,  the
Amended DHB Warrants,  and/or the Additional Warrants,  as the case may be, will
be validly issued, fully paid and non-assessable.  The Company has taken or will
take all such action as may be  necessary  to assure that an adequate  number of
shares of Common Stock is authorized  and reserved for issuance upon exercise of
the Amended  CapEx  Warrants,  the Amended DHB Warrants,  and/or the  Additional
Warrants.  This Agreement has been duly  authorized and executed by the Company.
This Agreement,  the Amended and Restated  Debentures,  the Additional Warrants,
and the other  Transaction  Documents  will, once executed,  constitute,  valid,
legal and binding  obligations  of the Company  enforceable  in accordance  with
their  terms,  except to such  limitations  as may  result  from any  applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
relating to or affecting the enforcement of creditors' rights generally.

     5.4 Consents and Approvals.  Except as required by the  Securities  Act, or
any state  securities  laws,  no filings  with,  notices to, or approvals of any
governmental  or  regulatory  body are  required  to be  obtained or made by the
Company in connection  with the  consummation of the  transactions  contemplated
hereby.



                                       9
<PAGE>

     5.5 No Violations.  The execution and delivery of the Transaction Documents
and the performance by the Company of its  obligations  hereunder and thereunder
(a) do not and will not conflict  with or violate any provision of the Company's
Articles of  Incorporation  or bylaws,  and (b) do not and will not (i) conflict
with or result in a breach of the  terms,  conditions  or  provisions  of,  (ii)
constitute a default under,  (iii) result in a violation of, or (iv) require any
authorization,  consent, approval, exemption or other action by or notice to any
court or  administrative  or governmental body or other third party pursuant to,
any law,  statute,  rule or  regulation  or any  agreement or  instrument or any
order, judgment or decree to which the Company is subject or by which any of its
assets  are bound  except for such  consents  which  have been  obtained  by the
Company.

     5.6 Rule 144. The Company has filed all reports and documents and has taken
all  actions  as may be  necessary  or  useful  in order  to  allow a holder  of
Registrable  Securities  (as  defined  in  Section  7  below)  to sell  any such
securities without registration in accordance with Rule 144 under the Securities
Act, if available.

     5.7 Security Interests. Upon repayment of the Weintraub Obligation, Holders
will have a valid and perfected first lien on the assets of the Company. None of
the transactions  contemplated by this Agreement will impair or adversely affect
the  Security   Agreements  and   Guarantees   given  by  the  Company  and  its
Subsidiaries,  as  contemplated  by Section  5.11 in the  Amended  and  Restated
Debentures.

6.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE HOLDERS.

     The Holders each, severally and not jointly, hereby represent,  warrant and
covenant to the Company as of the Closing Date:

     6.1 Requisite Power and Authority.  Such Holder has all necessary power and
authority  to execute  and deliver  this  Agreement,  the  Amended and  Restated
Debentures  and the other  Transaction  Documents  for which it has executed and
delivered and to carry out their  provisions.  All actions on such Holder's part
required for the lawful  execution and delivery of this  Agreement,  the Amended
and Restated Debentures and any of the other Transaction  Documents which it has
executed  and  delivered  have been or will be  effectively  taken  prior to the
Closing.

     6.2 Investment  Representations.  Such Holder  understands that none of the
Amended and  Restated  Debentures,  the  Consideration  Shares,  the  Additional
Warrants  and the  Warrant  Shares to be  acquired  by such  Holder has yet been
registered  under the  Securities  Act. Such Holder also  understands  that such
Amended  and  Restated  Debentures,  the  Warrants,  as amended  by the  Warrant
Amendments,  and Consideration  Shares are being offered and sold pursuant to an
exemption from  registration  contained in regulations  under the Securities Act
based in part upon such Holder's representations contained in this Agreement.

          (a)  Acquisition  for  Own  Account.  Such  Holder  is  acquiring  the
Consideration  Shares  and the  Additional  Warrants  for its  own  account  for
investment  only,  and not with a view  towards  distribution  in  violation  of
applicable securities laws.



                                       10
<PAGE>

          (b)  Accredited  Investor.  Such  Holder  represents  that  it  is  an
"accredited  investor"  within the  meaning of Rule  501(a) of  Regulation  D as
promulgated under the Securities Act.

          (c)  Non-Foreign  Status.  Such  Holder  certifies  that  it is  not a
nonresident  alien for  purposes of income  taxation (as such term is defined in
the Internal Revenue Code of 1986, as amended, and Income Tax Regulations).

          (d)  Financial   Experience.   Such  Holder  has  such  knowledge  and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of an  investment in the Amended and Restated  Debentures,  the
Consideration   Shares,   the   Additional   Warrants  and  the  Warrant  Shares
(collectively,  the  "Securities")  and it is able to bear the economic  risk of
loss of its entire investment.

          (e)  Information.   The  Company  has  provided  to  such  Holder  the
opportunity  to ask  questions  and  receive  answers  concerning  the terms and
conditions of the  transactions  contemplated  in this  Agreement and it has had
access to such information concerning the Company as it has considered necessary
or  appropriate  in  connection  with its  investment  decision  to acquire  the
Securities.

          (f) Transfer  Restrictions.  Such Holder  agrees that if it decides to
offer, sell or otherwise transfer any of the Securities, it will not offer, sell
or otherwise transfer any of such Securities directly or indirectly, unless:

               (1)  the  sale  is  made  pursuant  to  registration   under  the
Securities Act;

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

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

          (g) Legends.  Such Holder understands and agrees that the certificates
representing the Securities will bear a legend stating that such shares have not
been registered  under the Securities Act or the securities laws of any state of
the  United  States and may not be offered  for sale or sold  unless  registered
under the Securities Act and the securities laws of all applicable states of the
United States or an exemption from such registration requirements is available.

          (h) Notations.  Such Holder  consents to the Company making a notation
on its records or giving  instructions  to any transfer  agent of the Company in
order to implement the restrictions on transfer set forth and described herein.

     6.3 Knowledge of Breach or Event of Default.  As of the Closing Date,  each
Holder  acknowledges  and confirms  that it has no knowledge and is not aware of
any fact or


                                       11
<PAGE>

circumstance  that would cause or  constitute a breach of or an event of default
under  the  Purchase  Agreement,  the  Amended  Debentures,  the  Amended  CapEx
Warrants, and the Amended DHB Warrants, other than as are cured by entering into
this  Agreement,  and each Holder  agrees that it is the intent of the  Parties,
without  admitting any breach or event of default,  to enter into this Agreement
for the  purposes  of curing any  breaches  or events of default  which may have
arisen as a result of any Holder's  knowledge of facts and  circumstances  as of
the Date of Closing.

7.   REGISTRATION RIGHTS RELATING TO COMPANY SHARES.

     7.1 Definitions.  As used in this Section 7, the following terms shall have
the following respective meanings:

          (a) "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
amended,   (or  any  similar  successor  federal  statute)  and  the  rules  and
regulations thereunder, all as the same shall be in effect from time to time.

          (b) "Public  Sale"  means any sale of  Registrable  Securities  to the
public  pursuant to an offering  registered  under the  Securities Act or to the
public  through a broker,  dealer or market maker  pursuant to the provisions of
Rule 144.

          (c) "registers,"  "registered,"  and  "registration"  shall refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act and the  declaration  or  ordering  of the
effectiveness of such registration statement by the SEC.

          (d) "Registrable Securities" shall mean (i) Consideration Shares, (ii)
Warrant Shares, and (iii) any Common Stock or Common Stock Equivalents issued as
a  dividend  or other  distribution  with  respect to or in  exchange  for or in
replacement  of the shares  referenced  in Sections  7.1(d)(i)  and  7.1(d)(ii),
provided, however, that Registrable Securities shall not include any such shares
or Equity  Securities that have previously been registered  under the Securities
Act or that have otherwise been sold to the public in an open-market transaction
under Rule 144.

          (e)  "Registration  Expenses"  shall  mean all  expenses  incurred  in
connection with effecting any registration pursuant to this Agreement, including
without  limitation all registration,  qualification  and filing fees,  printing
expenses,  escrow fees, fees and disbursements of counsel for the Company,  blue
sky fees and expenses,  expenses of any regular or special audits incident to or
required by any such registration,  and the fees and expenses of one counsel for
the selling holders of Registrable Securities, but excluding Selling Expenses.

          (f) "Rule 144" shall mean Rule 144 as promulgated by the SEC under the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
successor rule that may be promulgated by the SEC.

          (g)  "SEC"  shall  mean the  United  States  Securities  and  Exchange
Commission or any other federal agency at the time  administering the Securities
Act.

          (h)  "Securities  Act"  shall  mean the  Securities  Act of  1933,  as
amended,   (or  any  similar  successor  federal  statute)  and  the  rules  and
regulations thereunder, all as the same shall be in effect from time to time.



                                       12
<PAGE>

          (i)  "Selling   Expenses"   shall  mean  all  stock  transfer   taxes,
underwriting  discounts,  expenses for special counsel of a selling  stockholder
and selling commissions applicable to the sale of Registrable Securities.

     7.2 Demand Registration.

          (a) Request for  Registration.  Subject to Sections 7.2(b) and 7.2(e),
and in addition to the registration  required pursuant to Section 3.2 above (the
"Initial Registration"), at any time commencing 6 months after the Closing, when
at  least  150,000  unregistered  Registrable  Securities  are  outstanding  (as
adjusted  for stock  splits or similar  events),  any Holder may, by notice (the
"Demand  Notice")  given by  Agent,  demand  that  the  Company  effect  one (1)
registration  under the  Securities Act utilizing  either (i) a registration  on
Form S-1, Form SB-2, if available,  or any similar or successor  form, or (ii) a
registration  on Form S-3 or any similar or  successor  form,  if  available  (a
"Demand Registration").  These Demand Registration rights are in addition to the
rights granted in the Purchase Agreement and the First Restructuring  Agreement.
Notwithstanding  the  foregoing,  rather  than filing a  registration  statement
pursuant to this Section 7.2(a), upon exercise of a Demand Notice the Company at
its sole option shall have the right to purchase,  or arrange for a  third-party
to purchase,  in cash all of the  Registrable  Securities  subject to the Demand
Notice at a price per share equal to the fair market  value of the Common  Stock
as calculated  using the weighted  average closing price of the shares of Common
Stock during the five days immediately  preceding the date of the Demand Note on
the National Association Securities Dealers  over-the-counter  bulletin board or
the primary market or exchange for such shares. The closing of the Company's (or
third  party's)  purchase of  Registrable  Securities  pursuant to this  Section
7.2(a) shall occur within thirty (30) days of the date of the Demand Notice.

          (b) Deferral of Demand  Registration.  The Company  shall use its best
efforts to file a registration  statement with respect to a Demand  Registration
demanded  pursuant  to Section  7.2(a) as soon as  practicable  and in any event
within 60 days after receipt of the Demand Notice;  provided,  however,  that if
the Company  selects an  underwriter to distribute  the  Registrable  Securities
covered by the Demand Registration as part of an offering of other securities of
the Company,  and such  underwriter  determines in good faith that, and provides
Agent  with a  certificate  (an  "Underwriter  Notice")  of an  officer  of such
underwriter  certifying  that in its  view  such  Demand  Registration  would be
materially  detrimental  to the  Company  or would  negatively  impact any other
material corporate transaction and concludes,  as a result, that it is advisable
to defer the  filing  of such  registration  statement  at such  time,  then the
Company  shall have the right to defer such filing for the period  during  which
such registration would be detrimental;  provided, however, that the Company may
not defer the filing for a period of more than 90 days following  receipt of the
Demand Notice. In addition,  and  notwithstanding the Demand Notice, the Company
shall not be  required to effect a  registration  statement  if,  within 10 days
after  receiving any Demand  Notice,  the Company  delivers a notice (a "Company
Registration  Notice") to Agent of its intent to file a  registration  statement
within the following 60 days and does so file such registration within such time
period.  In addition,  the Company may, not more than once in each calendar year
and provided  that in such  calendar  year neither an  Underwriter  Notice nor a
Company  Registration  Notice shall have been  previously  given,  and no Demand
Notice shall have been given at any time prior  thereto,  be entitled to provide
to Agent a written notice (a "Company Deferral Notice") stating that the Company
has determined that it



                                       13
<PAGE>

would be materially  detrimental  to the Company or would  negatively  impact on
other material  corporate  transactions for Agent to give a Demand Notice within
the period of 60 days  following  the date of receipt of such  Company  Deferral
Notice, in which case, Agent shall not be permitted,  during such 60 day period,
to  give  a  Demand  Notice.  Notwithstanding  anything  to  the  contrary,  the
provisions of this Section 7.2(b) shall apply only to a Demand Registration, and
not to the Initial Registration contemplated by Section 3.2 of this Agreement.

          (c) Underwriting. The right of any Holder of Registrable Securities to
participate in an underwritten  Demand  Registration  shall be conditioned  upon
such Holder's  participation  in such  underwriting in accordance with the terms
and conditions thereof, and Holder shall enter into an underwriting agreement in
customary form with the underwriter and the Company.

          (d)  Priorities.  The  Holders  of  Registrable  Securities  will have
absolute  priority  over any  other  securities  proposed  to be  included  in a
registered  offering  pursuant to Section 7.2(a) hereof. If other securities are
included in any Demand  Registration that is not an underwritten  offering,  all
Registrable Securities included in such offering shall be sold prior to the sale
of any of such other securities.  If the Registrable  Securities are included in
any  underwritten  offering,  and the  managing  underwriter  for such  offering
advises the Company that in its opinion the amount of the Registrable Securities
to be included,  when given absolute priority over any other securities proposed
to be  included  in such  underwritten  offering  as  provided  for in the first
sentence of this Section 7.2(d),  exceeds the amount of securities  which can be
sold in such offering  without  adversely  affecting the  marketability  thereof
(including the price at which such  securities  are to be sold),  such number of
Registrable  Securities included in such registration shall be reduced, pro rata
among the holders  thereof  based on the  percentage of the  outstanding  Common
Stock  held by each such  holder,  by no more  than 50% of the  total  number of
Registrable Securities held by the Holder (an "Underwriter's  Cut-Back").  In no
event shall the Registrable Securities be subject to more than one Underwriter's
Cut-Back unless expressly agreed to in writing by the Holders.

          (e) One  Registration.  Where the  Company  has  effected  the Initial
Registration and the Demand Registration,  it shall have no obligation to effect
any further Demand Registrations;  provided, however, that (i) where at any time
within two (2) years after such Demand Registration was made pursuant to Section
7.2 the time period within which any issue or trade of Registrable Securities is
required to be made under such  registration has passed or will in 30 days pass,
the  Holders  shall have the right to demand (by notice  given by Agent on their
behalf)  that the  Company  effect a further  registration  (including,  but not
limited to, a new Demand  Registration)  as may be required for  registration of
the Registrable  Securities or (ii) if such Demand Registration is subject to an
Underwriter's  Cut-Back,  the  Holders  shall  have  (effective  30  days  after
completion  of the  offering in which the  Underwriter's  Cut-Back  related) the
right to demand  (by notice  given by Agent on their  behalf)  that the  Company
effect a further  registration  (including,  but not  limited  to, a new  Demand
Registration) as may be required for  registration of the remaining  Registrable
Securities held by such Holders.

     7.3 Expenses of  Registration.  Except as provided in this Section 7.3, the
Company shall bear all  Registration  Expenses  incurred in connection  with the
Initial Registration and the Demand Registration.  All Selling Expenses incurred
by the Company relating to Registrable



                                       14
<PAGE>

Securities included in any Initial  Registration or Demand Registration shall be
reimbursed by Agent.

     7.4 Registration  Procedures.  In the case of each registration effected by
the Company  pursuant to this Agreement,  the Company will keep Agent advised in
writing  as to the  initiation  of such  registration  and as to the  completion
thereof. The Company will use its reasonable efforts to:

          (a) cause such  registration to be declared  effective by the SEC and,
in the case of the Initial  Registration  and a Demand  Registration,  keep such
registration  effective  for a  period  of two  years or until  the  holders  of
Registrable   Securities   included  therein  have  completed  the  distribution
described  in the  registration  statement  relating  thereto,  whichever  first
occurs;

          (b) prepare and file with the SEC such  amendments and  supplements to
such  registration  statement and the  prospectus  used in connection  with such
registration statement (including post-effective amendments) as may be necessary
to comply with the  provisions of the  Securities  Act and the Exchange Act with
respect  to the  disposition  of all  securities  covered  by such  registration
statement;

          (c) obtain  appropriate  qualifications  of the securities  covered by
such   registration   under  state   securities  or  "blue  sky"  laws  in  such
jurisdictions as may be requested by Agent;

          (d) furnish such number of prospectuses  and other documents  incident
thereto,  including any amendment of or supplement to the  prospectus,  as Agent
from time to time may reasonably request;

          (e) notify  Agent at any time when a  prospectus  relating  thereto is
required to be delivered under the Securities Act, of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements   therein  not   misleading   or  incomplete  in  the  light  of  the
circumstances then existing, and at the request of Agent, prepare and furnish to
Agent a reasonable  number of copies of a supplement  to or an amendment of such
prospectus as may be necessary so that,  as thereafter  delivered to the Holders
of such  shares,  such  prospectus  shall not include an untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the  statements  therein not  misleading  or incomplete in the
light of the  circumstances  then  existing;  cause all  Registrable  Securities
covered  by such  registration  to be  listed  on each  securities  exchange  or
inter-dealer  quotation system on which similar securities issued by the Company
are then listed;

          (f)  provide  a  transfer  agent  and  registrar  for all  Registrable
Securities  covered by such registration  and, if necessary,  a CUSIP number for
all such Registrable Securities,  in each case not later than the effective date
of such registration;

          (g) otherwise  comply with all applicable rules and regulations of the
SEC,  and  make  available  to its  security  holders,  as  soon  as  reasonably
practicable,  an earnings  statement  covering the period of at least 12 months,
but not more than 18 months, beginning with the first



                                       15
<PAGE>

month after the effective  date of the  registration  statement,  which earnings
statement  shall satisfy the provisions of Section 11(a) of the Securities  Act;
and

          (h) in connection with any underwritten registration, the Company will
enter into an underwriting agreement reasonably satisfactory to Agent containing
customary underwriting  provisions,  including  indemnification and contribution
provisions.

     7.5 Indemnification.

          (a) The Company will indemnify Holders,  each of Holders' officers and
directors, and each person controlling such Holder within the meaning of Section
15 of the Securities Act, with respect to each  registration,  qualification  or
compliance  effected  pursuant  to this  Agreement  or  otherwise,  against  all
expenses,  claims, losses,  damages and liabilities (or actions,  proceedings or
settlements in respect  thereof) arising out of or based on any untrue statement
(or alleged untrue  statement) of a material fact  contained in any  prospectus,
offering  circular  or  other  document  (including  any  related   registration
statement,  notification  or  the  like)  incident  to  any  such  registration,
qualification or compliance,  or based on any omission (or alleged  omission) to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not  misleading,  or any violation by the Company of the
Securities  Act  applicable  to the Company  and  relating to action or inaction
required of the Company in connection with any such registration,  qualification
or compliance, and will reimburse each such indemnified person for any legal and
any other expenses  reasonably  incurred in connection  with  investigating  and
defending  or  settling  any such  claim,  loss,  damage,  liability  or action;
provided,  however,  that the Company will not be liable in any such case to the
extent that any such claims, loss, damage, liability or expense arises out of or
is based on any untrue  statement  or omission  based upon  written  information
furnished  to the  Company  by  Holder  and  stated to be  specifically  for use
therein.  It is agreed that the  indemnity  agreement  contained in this Section
7.5(a) shall not apply to amounts paid in  settlement  of any such loss,  claim,
damage,  liability or action if such settlement is effected  without the consent
of the Company (which consent has not been unreasonably withheld).

          (b) Each of the Holders,  to the extent it is a holder of  Registrable
Securities  included in any  registration  effected  pursuant to this Section 7,
shall indemnify the Company, each of its directors,  officers, agents, employees
and representatives, and each person who controls the Company within the meaning
of Section 15 of the Securities  Act,  against all claims,  losses,  damages and
liabilities  (or  actions in  respect  thereof)  arising  out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any  such  registration  statement,   prospectus,  offering  circular  or  other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  and will  reimburse such  indemnified  persons for any legal or any
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss,  damage,  liability or action, in each case to the extent,
but only to the extent, that such untrue statement (or alleged untrue statement)
or  omission  (or  alleged  omission)  is made in such  registration  statement,
prospectus,  offering  circular or other document in reliance upon and in strict
conformity with written information  furnished to the Company by Agent on behalf
of such  Holder;  provided,  however,  that (x) such Holder  shall not be liable
hereunder for any amounts in excess of the net proceeds  received by such Holder
pursuant to such registration,



                                       16
<PAGE>

and (y) the obligations of such Holder hereunder shall not apply to amounts paid
in settlement of any such claims,  losses, damages or liabilities (or actions in
respect  thereof) if such  settlement  is  effected  without the consent of such
Holder (which consent has not been unreasonably withheld).

          (c) Each party entitled to indemnification under this Section 7.5 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation   resulting   therefrom,   provided  that  counsel  selected  by  the
Indemnifying  Party,  who  shall  conduct  the  defense  of  such  claim  or any
litigation  resulting  therefrom,  shall be  approved by the  Indemnified  Party
(whose approval shall not unreasonably be withheld),  and the Indemnified  Party
may participate in such defense at such party's  expense,  and provided  further
that the failure of any  Indemnified  Party to give  notice as  provided  herein
shall not relieve the Indemnifying  Party of its obligations  under this Section
7.5 to the extent such failure is not prejudicial.  No Indemnifying Party in the
defense of any such claim or litigation  shall,  except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include an unconditional  release of such Indemnified  Party from
all liability in respect to such claim or  litigation.  Each  Indemnified  Party
shall furnish such  information  regarding itself or the claim in question as an
Indemnifying  Party may reasonably request in writing and as shall be reasonably
required  in  connection  with  defense of such claim and  litigation  resulting
therefrom.

          (d) If the indemnification provided for in this Section 7.5 is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss,  liability,  claim,  damage or expense referred to therein,
then the  Indemnifying  Party, in lieu of indemnifying  such  Indemnified  Party
hereunder,  shall  contribute to the amount paid or payable by such  Indemnified
Party as a result of such  loss,  liability,  claim,  damage or  expense in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party on the one hand and of the  Indemnified  Party on the other in  connection
with the statements or omissions which resulted in such loss, liability,  claim,
damage or expense as well as any other relevant  equitable  considerations.  The
relative fault of the Indemnifying  Party and of the Indemnified  Party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the Indemnifying Party or by the Indemnified
Party and the parties'  relative  intent,  knowledge,  access to information and
opportunity to correct or prevent such statement or omission.

          (e) Notwithstanding  the foregoing,  to the extent that the provisions
on  indemnification  and  contribution  contained in an  underwriting  agreement
entered into in connection with an underwritten  public offering are in conflict
with the foregoing  provisions,  the  provisions in the  underwriting  agreement
shall control.

     7.6 [Intentionally Deleted]

     7.7 Other  Obligations.  With a view to making  available  the  benefits of
certain rules and  regulations of the SEC which may effectuate the  registration
of Registrable Securities or



                                       17
<PAGE>

permit the sale of Registrable  Securities to the public  without  registration,
the Company agrees to:

          (a)  exercise  best  efforts to cause the  Company to be  eligible  to
utilize  Form S-3 (or any  similar  form) for the  registration  of  Registrable
Securities;

          (b) at such  time  as any  Registrable  Securities  are  eligible  for
transfer under Rule 144(k), upon the request of Agent on behalf of the holder of
such  Registrable  Securities,  promptly remove any restrictive  legend from the
certificates  evidencing  such  securities,  at no cost to Agent or such  holder
where such holder is a Holder  hereunder,  and at the cost of Agent in any other
case;

          (c) make and keep available public  information as defined in Rule 144
under the  Securities  Act at all times from and after its initial  registration
under the Securities Act;

          (d)  file  with the SEC in a  timely  manner  all  reports  and  other
documents  required of the Company under the Securities Act and the Exchange Act
at any time after it has become subject to such reporting requirements; and

          (e) furnish  Agent upon request a written  statement by the Company as
to its  compliance  with  the  reporting  requirements  of Rule 144 (at any time
following the effective date of the first  registration  statement  filed by the
Company  under the  Securities  Act for an  offering  of its  securities  to the
general  public),  and of the  Securities  Act and the Exchange Act (at any time
after it has become subject to such reporting requirements),  a copy of the most
recent  annual or quarterly  report of the Company,  and such other  reports and
documents  as a holder of  Registrable  Securities  may  reasonably  request  in
availing  itself of any rule or regulation  of the  Commission  (including  Rule
144A)  allowing a holder of Registrable  Securities to sell any such  securities
without registration.

     7.8  Termination  of  Registration  Rights.  The right of Agent to  request
inclusion of Registrable Securities in any registration pursuant to this Article
7 shall  terminate  at the date that is the  earlier  of: (a) that date that all
Registrable  Securities  have been  registered  under the Securities Act or have
otherwise been sold to the public in an open-market  transaction under Rule 144;
(b) the date that all  Registrable  Securities  are eligible for resale  without
restriction  under Rule 144 or other  applicable  exemption under the Securities
Act; or (c) July 31,  2008;  provided,  however,  that where a Company  Deferral
Notice  has been  given  within 70 days  prior to the date on which  termination
would  otherwise  occur, it shall not occur for 60 days beyond the end of the 60
day period  during  which a Demand  Notice  cannot be given  pursuant to Section
7.2(b).

8.   COMPANY COVENANTS.

     The Company covenants and agrees with the Holders that:

     8.1  Reservation  of  Common  Stock.  The  Company  will  reserve  and keep
available that maximum number of its authorized but unissued Common Stock as may
be required for the issuance of the Warrant Shares.



                                       18
<PAGE>

     8.2  Board  Meetings.  The  Company  shall  hold  meetings  of the Board of
Directors no less frequently than four times per annum.

     8.3 Board Meeting  Attendance.  Until such time as the Amended and Restated
Debentures  shall have been  repaid in full,  Agent shall be entitled to receive
notice of and to have a representative attend all meetings (including telephonic
meetings)  and all  adjournments  of meetings of the Board of Directors  and any
committee  thereof  (including   committees  comprised  of  both  directors  and
non-directors).  Failure to provide notice (on the same basis as is required for
all board members and in any event not less than three business  days') of or to
permit such  representative  to attend such meeting shall  constitute a material
breach of the provisions of this  Agreement.  Such  representative  shall sign a
confidentiality agreement as may reasonably be required by the Company to comply
with applicable  law,  including but not limited to Regulation FD as promulgated
by the SEC,  and such  representative  shall  have no voting  rights at any such
meeting, but shall be entitled to participate fully in all discussions that take
place thereat.

     8.4  Financial  Statements.  The  Company  shall  deliver to Agent,  within
forty-five  (45)  days  of  the  end  of  each  quarter,   financial  statements
(including,  at a minimum, an income statement, a balance sheet, and a cash flow
statement) for the immediately  preceding  quarter,  prepared in accordance with
generally  accepted  accounting   principles,   consistently   applied,  with  a
certification  from the Chief Financial Officer of the Company stating that such
financial  statements are true and accurately reflect the financial condition of
the Company, and, so long as some principal remains unpaid under the Amended and
Restated Debentures, that the Company is in compliance with Section 5.18 and the
other  covenants  contained in the Amended and Restated  Debentures.  Failure to
timely deliver the financial  statements  and  certification  will  constitute a
"Default Event" under the Amended and Restated Debentures.

     8.5  Conversion of Trust Funds Into Insurance  Policies.  The Company shall
expeditiously  move forward to convert the cash balances held in state-regulated
trust funds for the provision of services into  insurance  policies,  except for
monies  held in trust in the State of  California;  provided,  however,  that if
there is a Default Event under the Amended and Restated Debentures,  the Company
shall also  expeditiously  pursue the  conversion of monies held in trust in the
State of California into insurance policies.

     8.6 Estoppel Letter. Within thirty (30) days after the Closing, the Company
shall deliver (or cause to be delivered) a letter in form  satisfactory to CapEx
from Consulting Commerce  Distribution  AG/SA/LTD confirming that the Company is
not in default under the terms of that certain 13.75% Convertible  Debenture Due
March  31,  2004  and  agreeing  that  the  interests  of  Consulting   Commerce
Distribution  AG/SA/LTD  in the assets of the  Company  and/or its  Subsidiaries
shall be subordinated to the interests of the Holders in such assets.

9.   CAPEX AS AGENT FOR THE HOLDERS.

     9.1  Ratification  of CapEx as  Agent.  Each  Holder  hereby  ratifies  the
appointment of CapEx, L.P. as its agent (in such capacity,  "Agent"),  under the
terms set forth in Section 8 of the Debenture Purchase Agreement.



                                       19
<PAGE>


10.  EXPENSE REIMBURSEMENT.

     10.1 Reimbursement.  The Company hereby agrees to reimburse Agent on behalf
of the Holders for all of its out-of-pocket expenses incurred in connection with
the  transactions  contemplated  hereby,  including all  out-of-pocket  expenses
(including  filing fees and other third party  charges)  incurred in  connection
with its third party due diligence  costs,  the  preparation  and negotiation of
this Agreement, the Amended and Restated Debentures, the Warrant Amendments, and
all other documents  evidencing the transactions  contemplated herein (including
reasonable attorneys' fees not to exceed $17,000).

11.  MISCELLANEOUS.

     11.1 Currency.  Except as may be otherwise expressly  provided,  all dollar
amounts herein are references to United States dollars.

     11.2 Governing  Law. This Agreement  shall be governed by the internal law,
and not the law of conflicts, of the State of Colorado.

     11.3 Survival.  The representations,  warranties,  covenants and agreements
made herein shall survive any investigation  made by or on behalf of the Holders
and the closing of the transactions  contemplated  hereby.  All statements as to
factual matters contained in any certificate or other instrument delivered by or
on behalf of the Company  pursuant  hereto in connection  with the  transactions
contemplated  hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.

     11.4  Successors  and  Assigns.  Except as provided in Section  8.11 of the
Purchase Agreement,  neither Holder shall be entitled to assign its rights under
this Agreement or any of the other Transaction Documents, without the consent of
the  Company,  which  consent  shall not be  unreasonably  withheld  or delayed;
provided  always,  however,  that no such  consent  shall be required for either
Holder to assign  such rights to any person or group of persons  controlling  or
owning the majority of all beneficial interests in such Holder, any other entity
controlled  by such person or persons,  or an entity  controlled by such Holder,
provided that such entity shall  continue to be so controlled by such persons or
such Holder as applicable.  The provisions hereof shall inure to the benefit of,
and be binding upon, the successors,  permitted  assigns,  heirs,  executors and
administrators of the parties hereto.

     11.5  Entire  Agreement;  Amendment  and  Waiver.  The  Debenture  Purchase
Agreement, the First Restructuring Agreement,  this Agreement, the Schedules and
Exhibits hereto and the other documents  expressly  delivered pursuant hereto or
thereto  supersede any other  agreement,  whether written or oral, that may have
been  made or  entered  into  by the  parties  hereto  relating  to the  matters
contemplated  hereby,  and  constitute  the full and  entire  understanding  and
agreement  between the parties with regard to the  subjects  hereof and thereof,
and no  party  shall be  liable  or bound  to any  other  in any  manner  by any
representations, warranties, covenants and agreements except as specifically set
forth or  incorporated by reference  herein and therein.  Neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated except by a
written instrument signed by the Company and the Holders.



                                       20
<PAGE>

     11.6  Severability.  In case  any  provision  of this  Agreement  shall  be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

     11.7  Notices.  All notices  required or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be  notified;  (ii) when sent by  confirmed  telex or facsimile if sent
during  normal  business  hours of the  recipient,  and if not, then on the next
business  day;  (iii)  five (5) days after  having  been sent by  registered  or
certified mail, return receipt requested,  postage prepaid;  or (iv) one (1) day
after deposit with a nationally  recognized overnight courier,  special next day
delivery, with verification of receipt. All communications shall be sent:

     To the Company at:                     With a copy to:

     The Neptune Society Inc.               Dorsey & Whitney LLP
     4312 Woodman Avenue, 3rd Floor         1420 Fifth Avenue, Suite 3400
     Sherman Oaks, California 91423         Seattle, Washington
     Telecopier No. (818) 953-9844          Telecopier No. (206) 903-8820
     Attention:  Marco Markin,              Attention:  Randal R. Jones, Esq.
     Chief Executive Officer

     To the Holders at:                     With a copy to:

     c/o CapEx, L.P.                        Moye Giles LLP
     518 Seventeenth Street, Suite 1700     1225 Seventeenth Street, 29th Floor
     Denver, Colorado 80202                 Denver, Colorado 80202-5528
     Telecopier No. (303) 869-4644          Telecopier No. (303) 292-4510
     Telephone No. (303) 869-4700           Telephone No. (303) 292-2900
     Attention:  Evan Zucker,               Attention: Edward D. White III, Esq.
     Managing Partner

or at such  other  address  as the  Company  or Agent on behalf of  Holders  may
designate by ten (10) days advance written notice to the other parties hereto.

     11.8 Counterparts;  Facsimile. This Agreement may be executed in any number
of counterparts,  each of which shall be an original,  but all of which together
shall constitute one instrument. This Agreement may be executed and delivered by
facsimile.

     11.9  Broker's  Fees.  Each party hereto  represents  and warrants  that no
agent,  broker,  investment banker,  person or firm acting on behalf of or under
the  authority  of such party  hereto is or will be entitled to any  broker's or
finder's fee or any other  commission  directly or indirectly in connection with
the transactions contemplated herein.

         [This space intentionally left blank - signature page follows]





                                       21
<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
date first set forth above.

COMPANY:

THE NEPTUNE SOCIETY, INC.

By:
     -------------------------------
     Marco Markin
     Chief Executive Officer


HOLDERS:


CAPEX, L.P.                           D.H. BLAIR INVESTMENT BANKING CORP.



By:  RBP, LLC, its General Partner

By:                                   By:
   -----------------------------          ------------------------------------
   Jackie M. Hawkey                       J. Morton Davis
   Authorized Representative              Chairman










                                       22
<PAGE>

                                 ACKNOWLEDGEMENT

     The three immediately undersigned guarantors hereby acknowledge and consent
to the foregoing  Agreement and the  amendments to the  Debentures  contemplated
thereby.  The  undersigned  each  further  explicitly  agree  to  guarantee  the
repayment of the Amended and Restated Debentures, under the terms and conditions
of those certain  Guarantees  dated  December 24, 1999,  executed by each of the
undersigned, which, where they refer to the Debentures, shall be deemed to refer
to the Amended and Restated Debentures.

NEPTUNE SOCIETY OF AMERICA, INC.          NEPTUNE MANAGEMENT CORP.

By:                                       By:
    --------------------------------           ---------------------------------

Print Name:                               Print Name:
    --------------------------------           ---------------------------------

Title:                                    Title:
    --------------------------------           ---------------------------------


HERITAGE ALTERNATIVES, INC.

By:
    --------------------------------

Print Name:
    --------------------------------

Title:
    --------------------------------



     The undersigned guarantor hereby acknowledges and consents to the foregoing
Agreement  and  the  amendments  to the  Debentures  contemplated  thereby.  The
undersigned  has guaranteed the repayment of the Amended and Restated  Debenture
in a separate Guaranty dated July 31, 2003.


                                          TRIDENT SOCIETY, INC.

                                          By:
                                               ---------------------------------

                                          Name:
                                               ---------------------------------

                                          Title:
                                               ---------------------------------



                                       23
<PAGE>


                                    EXHIBIT A

                                ESCROW AGREEMENT



<PAGE>


                                    EXHIBIT B

                      CAPEX AMENDED AND RESTATED DEBENTURE



<PAGE>


                                    EXHIBIT C

                       DHB AMENDED AND RESTATED DEBENTURE



<PAGE>


                                    EXHIBIT D

                             CAPEX WARRANT AMENDMENT



<PAGE>


                                    EXHIBIT E

                              DHB WARRANT AMENDMENT



<PAGE>


                                    EXHIBIT F

                     SECURITY AGREEMENT AMENDMENT AGREEMENT



<PAGE>


                                    EXHIBIT G

                                TRIDENT GUARANTY



<PAGE>


                                    EXHIBIT H

                            CAPEX ADDITIONAL WARRANT



<PAGE>


                                    EXHIBIT I

                             DHB ADDITIONAL WARRANT



<PAGE>


                                    EXHIBIT J

                              CAPITALIZATION TABLE



<PAGE>


                                    EXHIBIT K

                        CAPEX AND DHB WAIVER OF DEFAULTS