EXHIBIT 10.56



                        PURCHASE AND SETTLEMENT AGREEMENT

     THIS PURCHASE AND SETTLEMENT AGREEMENT ("Agreement") is made as of July 12,
2005 (the "Effective  Date"), by and among The Neptune Society,  Inc., a Florida
corporation  ("NPTI"),  BG  Capital  Group  Ltd.,  a Bahamian  corporation  ("BG
Capital"),  CapEx,  LP, a  Delaware  limited  partnership  ("CapEx"),  Bow River
Capital  Fund,  LP ("Bow River I") and Bow River Capital Fund II, LP ("Bow River
II" and together with CapEx and Bow River I, the "CapEx Parties").

                                 R E C I T A L S

     A.  The  CapEx  Parties  hold  warrants  (collectively,   the  "Warrants"),
representing  the  right  to  purchase  up to  1,696,667  shares  of NPTI in the
aggregate.

     B. On April 25, 2005,  the CapEx Parties  tendered a notice of exercise and
photocopies of the Warrants,  each on a cashless  exercise basis as permitted by
the terms of the Warrants,  and demanded the issuance of an aggregate of 520,535
shares of NPTI common stock (the "Attempted  CapEx  Exercise").  NPTI challenged
the validity of the  Attempted  CapEx  Exercise and has not issued any shares of
common stock to any of the CapEx Parties.

     C. NPTI and the each of the CapEx  Parties  have  agreed to resolve any and
all disputes between them, including,  without limitation,  any and all disputes
relating to or in connection  with the Attempted CapEx Exercise on the terms and
subject to the conditions set forth herein.

     D. BG Capital has agreed to purchase the shares  issuable  upon exercise of
the Warrants on the terms and subject to the conditions set forth herein.

                               A G R E E M E N T S

     Therefore, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

     1. Settlement of Dispute Between the CapEx Parties and NPTI; Release of All
Parties. Without admitting any liability, or the truth of any of the allegations
relating to or in connection with the Attempted CapEx Exercise made against each
other by NPTI and any of the CapEx  Parties,  NPTI and each of the CapEx Parties
desire to fully and finally  compromise and settle all claims  (whether  direct,
vicarious,  or otherwise)  relating to or in connection with the Attempted CapEx
Exercise  either  asserted  or that  could  have been  asserted  in any forum or
otherwise,  to finally  compromise  and settle all  disputes  relating  to or in
connection  with the Attempted  CapEx  Exercise that were or could have been set
forth in any action or proceeding,  and to exchange  mutual general  releases of
any and all claims and contentions  which they had, have, or may hereafter learn
they have against each other and all their heirs, successors,


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employees,  agents,   shareholders,   salespersons,   contractors,   independent
contractors,   officers,  directors,  attorneys,  parents,  subsidiaries,  other
affiliates and assigns,  pursuant to the terms set forth below. NPTI and each of
the CapEx Parties (i) respectively  acknowledge that neither NPTI nor any of the
CapEx  Parties has any dispute  with BG Capital and (ii) desire and  acknowledge
that the releases described herein shall apply to BG Capital.  For the avoidance
of  doubt,  this  means  that  no  action  or  proceeding  arising  out of or in
connection with the Attempted CapEx Exercise or the facts of the Attempted CapEx
Exercise, or arising out of BG Capital's purchase of the shares issued to any of
the CapEx  Parties in  compromise  of this  dispute,  may be brought  against BG
Capital;  provided,  however,  that  nothing  contained  in this Section 1 shall
relieve  BG  Capital  of its  obligations  as  specifically  set  forth  in this
Agreement. The release granted to BG Capital here in is in consideration for the
obligations undertaken by BG Capital hereunder.  NPTI, each of the CapEx Parties
and BG Capital  each  represent  and warrant  that it will  perform all acts and
execute and deliver all documents  reasonably necessary to effect all provisions
of this Agreement.

     A. Exchange of  Consideration.  In exchange for (i) cancellation in full of
all of the Warrants  and (ii) the release set forth in  paragraph B below,  NPTI
agrees on the Closing Date (a) to issue to the CapEx Parties  500,000  shares of
NPTI common  stock in the  aggregate  (the "CapEx  Warrant  Shares")  and (b) to
release  each of the CapEx  Parties on the terms set forth in paragraph C below.
In exchange for (1) issuance to the CapEx  Parties of the CapEx  Warrant  Shares
and (2) the release set forth in  paragraph C below,  each of the CapEx  Parties
agrees on the  Closing  Date (x) to  surrender  in order that NPTI may cancel in
full all of the  Warrants  and (y) to  release  NPTI on the  terms  set forth in
paragraph B below.  The CapEx  Warrant  Shares  shall be issued as follows:  (i)
303,536  Warrant  Shares shall be issued to CapEx,  (ii) 57,302  Warrant  Shares
shall be issued to Bow River I and (iii) 139,162  Warrant Shares shall be issued
to Bow River II.

     B. CapEx Parties Release of NPTI and BG Capital. Except for the obligations
contained in this Agreement, each of the CapEx Parties hereby releases,  acquits
and discharges NPTI and BG Capital,  and all of their respective past,  present,
and future heirs, predecessors,  successors and assigns, subsidiaries,  parents,
associated  companies,  holding  companies,  partnerships,  partners,  officers,
directors,  shareholders,  attorneys,  agents,  affiliates  and  other  business
entities  and  each  and  all of  their  respective  past,  present  and  future
associates, owners, partners, shareholders, officers, directors, administrators,
employees,  contractors,  independent contractors,  managers, executors, agents,
brokers,   licensees,  sales  persons,   accountants,   consultants,   insurers,
representatives and attorneys of and from any and all manner of actions,  causes
of  action,  rights  in  law  or in  equity,  suits,  debts,  liens,  judgments,
indebtedness,    contracts,    agreements,    promises,   liabilities,   claims,
cross-claims,  demands,  damages,  losses,  accounts,  reckonings,  obligations,
interest, costs, or expenses, of any type, kind or nature whatsoever relating to
or in connection with the Attempted CapEx  Exercise,  known or unknown,  direct,
derivative,   vicarious,  or  otherwise,  fixed  or  contingent,  liquidated  or
unliquidated,  claimed or unclaimed,  whether  based in contract,  tort or other
legal,  statutory,  or equitable  theory of  recovery,  each as though fully set
forth at length herein (the "CapEx Claims"), which any of the CapEx Parties has,
had, or may hereafter have by reason of any matter,  cause,  act,  omission,  or
thing  whatsoever from the beginning of time to the Effective Date,  arising out
of, in any way related to, or in connection  with (a) all CapEx Claims  asserted
or that could have been asserted in


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any action or proceeding  relating to or in connection  with the Attempted CapEx
Exercise,  (b) any of the facts and  subject  matter that form the basis for any
dispute  relating to or in connection with the Attempted CapEx Exercise  between
any of the CapEx Parties and NPTI and (c) arising out of or in  connection  with
BG Capital's  purchase of the shares issued in compromise of the dispute between
NPTI and the CapEx Parties. It is the intention of the parties to this Agreement
that  this  Agreement  shall  be  effective  as a  full  and  final  accord  and
satisfaction,  and release of each of the CapEx Claims.  In  furtherance of this
intention,  each of the  parties  to this  Agreement  acknowledge  that they are
familiar  with  Section 1542 of the  California  Civil Code,  which  provides as
follows:

          "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR  DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE,  WHICH  IF KNOWN BY HIM MUST  HAVE  MATERIALLY  AFFECTED  HIS
          SETTLEMENT WITH THE DEBTOR."

Each of the parties to this Agreement hereby waive and relinquish every right or
benefit which they have or may have under Section 1542 of the  California  Civil
Code, or any similar  statute of any state or  jurisdiction,  to the full extent
that they may  lawfully  waive such right or benefit  with regard to the subject
matter of the Agreement, if Section 1542 applies. In connection with such waiver
and relinquishment,  each party to this Agreement  acknowledges that it is aware
that it may later discover facts in addition to or different from those which it
now knows or  believes  to be true with  respect to the  subject  matter of this
Agreement,  but that it is its intention  hereby  fully,  finally and forever to
settle and  release all of the CapEx  Claims,  known or  unknown,  suspected  or
unsuspected,  which now  exist,  may exit in the  future or  previously  existed
between any of the parties to this Agreement.

     C. NPTI  Release  of the  CapEx  Parties  and BG  Capital.  Except  for the
obligations  contained  in this  Agreement,  NPTI hereby  releases,  acquits and
discharges each of the CapEx Parties and BG Capital, and all of their respective
past,  present,  and  future  heirs,   predecessors,   successors  and  assigns,
subsidiaries,  parents, associated companies,  holding companies,  partnerships,
partners, officers, directors,  shareholders,  attorneys, agents, affiliates and
other business  entities and each and all of their respective past,  present and
future  associates,   owners,  partners,   shareholders,   officers,  directors,
administrators,   employees,  contractors,  independent  contractors,  managers,
executors, agents, brokers, licensees, sales persons, accountants,  consultants,
insurers,  representatives  and  attorneys  of and  from any and all  manner  of
actions,  causes of action,  rights in law or in equity,  suits,  debts,  liens,
judgments,  indebtedness,  contracts, agreements, promises, liabilities, claims,
cross-claims,  demands,  damages,  losses,  accounts,  reckonings,  obligations,
interest,  costs, or expenses, of any type, kind or nature whatsoever related to
or in connection with the Attempted CapEx  Exercise,  known or unknown,  direct,
derivative,   vicarious,  or  otherwise,  fixed  or  contingent,  liquidated  or
unliquidated,  claimed or unclaimed,  whether  based in contract,  tort or other
legal,  statutory,  or equitable  theory of  recovery,  each as though fully set
forth at length herein (the "NPTI Claims"), which NPTI has,


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had, or may hereafter have by reason of any matter,  cause,  act,  omission,  or
thing  whatsoever from the beginning of time to the Effective Date,  arising out
of, in any way related to, or in connection with (a) all NPTI Claims asserted or
that could have been  asserted  in any action or  proceeding  relating  to or in
connection with the Attempted  CapEx Exercise,  (b) any of the facts and subject
matter that form the basis for any dispute  related to or in connection with the
Attempted  CapEx  Exercise  between any of the CapEx  Parties and NPTI,  and (c)
arising out of or in connection with BG Capital's  purchase of the shares issued
in  compromise  of the dispute  between  NPTI and the CapEx  Parties.  It is the
intention  of the  parties  to this  Agreement  that  this  Agreement  shall  be
effective  as a full and final accord and  satisfaction,  and release of each of
the NPTI Claims.  In furtherance of this intention,  each of the parties to this
Agreement acknowledge that they are familiar with Section 1542 of the California
Civil Code, which provides as follows:

               "A GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
               DOES NOT  KNOW OR  SUSPECT  TO EXIST IN HIS  FAVOR AT THE TIME OF
               EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
               AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Each of the parties to this Agreement hereby waive and relinquish every right or
benefit which they have or may have under Section 1542 of the  California  Civil
Code, or any similar  statute of any state or  jurisdiction,  to the full extent
that they may  lawfully  waive such right or benefit  with regard to the subject
matter of the Agreement, if Section 1542 applies. In connection with such waiver
and relinquishment,  each party to this Agreement  acknowledges that it is aware
that it may later discover facts in addition to or different from those which it
now knows or  believes  to be true with  respect to the  subject  matter of this
Agreement,  but that it is its intention  hereby  fully,  finally and forever to
settle and  release  all of the NPTI  Claims,  known or  unknown,  suspected  or
unsuspected,  which now  exist,  may exit in the  future or  previously  existed
between any of the parties to this Agreement.

     D. BG  Capital  Release  of NPTI  and  CapEx.  Except  for the  obligations
contained in this Agreement, BG Capital hereby releases,  acquits and discharges
each of NPTI and the CapEx Parties,  and all of their respective past,  present,
and future heirs, predecessors,  successors and assigns, subsidiaries,  parents,
associated  companies,  holding  companies,  partnerships,  partners,  officers,
directors,  shareholders,  attorneys,  agents,  affiliates  and  other  business
entities  and  each  and  all of  their  respective  past,  present  and  future
associates, owners, partners, shareholders, officers, directors, administrators,
employees,  contractors,  independent contractors,  managers, executors, agents,
brokers,   licensees,  sales  persons,   accountants,   consultants,   insurers,
representatives and attorneys of and from any and all manner of actions,  causes
of  action,  rights  in  law  or in  equity,  suits,  debts,  liens,  judgments,
indebtedness,    contracts,    agreements,    promises,   liabilities,   claims,
cross-claims,  demands,  damages,  losses,  accounts,  reckonings,  obligations,
interest,  costs, or expenses, of any type, kind or nature whatsoever related to
or in connection with the Attempted CapEx  Exercise,  known or unknown,  direct,
derivative,   vicarious,  or  otherwise,  fixed  or  contingent,  liquidated  or
unliquidated, claimed or unclaimed, whether based


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<PAGE>

in contract,  tort or other legal,  statutory,  or equitable theory of recovery,
each as though  fully set forth at length  herein  (the "BG  Claims"),  which BG
Capital has, had, or may  hereafter  have by reason of any matter,  cause,  act,
omission,  or thing whatsoever from the beginning of time to the Effective Date,
arising out of, in any way related to, or in  connection  with (a) all BG Claims
asserted or that could have been asserted in any action or  proceeding  relating
to or in connection with the Attempted CapEx Exercise,  (b) any of the facts and
subject  matter that form the basis for any dispute  related to or in connection
with the Attempted CapEx Exercise between any of the CapEx Parties and NPTI, and
(c) arising out of or in  connection  with BG  Capital's  purchase of the shares
issued in compromise of the dispute  between NPTI and the CapEx  Parties.  It is
the  intention of the parties to this  Agreement  that this  Agreement  shall be
effective  as a full and final accord and  satisfaction,  and release of each of
the BG Claims.  In  furtherance of this  intention,  each of the parties to this
Agreement acknowledge that they are familiar with Section 1542 of the California
Civil Code, which provides as follows:

               "A GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
               DOES NOT  KNOW OR  SUSPECT  TO EXIST IN HIS  FAVOR AT THE TIME OF
               EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
               AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Each of the parties to this Agreement hereby waive and relinquish every right or
benefit which they have or may have under Section 1542 of the  California  Civil
Code, or any similar  statute of any state or  jurisdiction,  to the full extent
that they may  lawfully  waive such right or benefit  with regard to the subject
matter of the Agreement, if Section 1542 applies. In connection with such waiver
and relinquishment,  each party to this Agreement  acknowledges that it is aware
that it may later discover facts in addition to or different from those which it
now knows or  believes  to be true with  respect to the  subject  matter of this
Agreement,  but that it is its intention  hereby  fully,  finally and forever to
settle  and  release  all of the BG  Claims,  known  or  unknown,  suspected  or
unsuspected,  which now  exist,  may exit in the  future or  previously  existed
between any of the parties to this Agreement.

     2.  Agreement  to  Purchase  and Sell CapEx  Warrant  Shares.  On the terms
contained in this Agreement and subject to the conditions contained herein, each
of the CapEx  Parties  agrees to sell to BG  Capital,  and BG Capital  agrees to
purchase from the CapEx Parties, the CapEx Warrant Shares (the "Share Purchase")
for an aggregate  purchase  price of  $1,350,000  (the  "Purchase  Price").  The
Purchase Price shall be paid as follows: at Closing, (a) BG Capital shall pay to
CapEx  $819,548,  (b) BG Capital  shall pay to Bow River I  $154,716  and (c) BG
Capital  shall  pay  to  Bow  River  II  $375,736  (collectively,  the  "Closing
Payment").

     3.  Time  and  Place  of  Closing.  The  transaction  contemplated  by this
Agreement  shall  be  consummated  (the  "Closing")  at 10:00  a.m.,  prevailing
business  time,  at the  offices of Winston & Strawn,  333 S. Grand  Ave.,  38th
Floor,  Los Angeles,  CA 90071,  on a date  designated  by BG Capital that is at
least one day but not more than 30 days following the satisfaction of the


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conditions set forth in Section 4 and Section 5 hereof (the "Closing Date").  At
the Closing,  the CapEx  Parties  shall  deliver to BG Capital (or its designee)
possession of the certificates representing all of the CapEx Warrant Shares duly
endorsed in blank or with duly executed stock powers attached.

     4.   Closing Conditions to Settlement.

          (a) Conditions to Obligations of NPTI. The obligation of NPTI to issue
     the CapEx Warrant Shares to the CapEx Parties is subject to the following:

               (i) the delivery to NPTI of this  Agreement duly executed by each
          signatory hereto other than NPTI;

               (ii) the  delivery  to NPTI for  cancellation  of the  originally
          executed  Warrants  or,  if  the  CapEx  Parties  do not  possess  the
          originally  executed  warrants,   an  indemnification   agreement  and
          acknowledgement of cancellation  reasonably satisfactory to NPTI (NPTI
          acknowledges  that this condition has been satisfied as of the date of
          this Agreement); and

               (iii)  a   Schedule   13e-3   describing   (a)  the   transaction
          contemplated by this Agreement and (b) as a planned acquisition of the
          remaining  shares  of NPTI  common  stock  by BG  Capital  by way of a
          short-form  merger (the "Schedule  13e-3") shall have been filed by BG
          Capital,  become effective and distributed to the NPTI shareholders as
          required by  applicable  Florida law and state and federal  securities
          laws.

          (b) Conditions to Obligations of the CapEx Parties.  The obligation of
     the CapEx  Parties to surrender  the Warrants to NPTI for  cancellation  is
     subject to the following:

               (i) the delivery to each of the CapEx  Parties of this  Agreement
          duly executed by each signatory hereto other than the CapEx Parties;

               (ii)  the  delivery  to  each  of  the  CapEx  Parties  of  share
          certificates  representing  in the aggregate the CapEx Warrant Shares;
          and

               (iii) the  Schedule  13e-3  shall have been filed by BG  Capital,
          become effective and distributed to the NPTI  shareholders as required
          by applicable Florida law and state and federal securities laws.

     5.   Closing Conditions to Share Purchase.

          (a) Conditions to Obligations of the CapEx Parties.  The obligation of
     the CapEx  Parties to  deliver  the CapEx  Warrant  Shares to BG Capital is
     subject to the following:


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<PAGE>

               (i) the delivery to each of the CapEx  Parties of this  Agreement
          duly executed by each signatory hereto other than the CapEx Parties;

               (ii) the  delivery  to the CapEx  Parties  of the  portion of the
          Closing  Payment in cash or by wire transfer of immediately  available
          funds; and

               (iii) the  Schedule  13e-3  shall have been filed by BG  Capital,
          become effective and distributed to the NPTI  shareholders as required
          by applicable Florida law and state and federal securities laws.

          (b)  Conditions to  Obligations  of BG Capital.  The  obligation of BG
     Capital to purchase the Warrants  from the CapEx  Parties is subject to the
     following:

               (i) the delivery to BG Capital of this Agreement duly executed by
          each signatory hereto other than BG Capital;

               (ii) the delivery to BG Capital of one or more share certificates
          representing  the CapEx Warrant  Shares duly endorsed in blank or with
          duly executed stock posers attached; and

               (iii) the  Schedule  13e-3  shall have been filed by BG  Capital,
          become effective and distributed to the NPTI  shareholders as required
          by applicable Florida law and state and federal securities laws.

     6.   Representations  and Warranties of NPTI.  NPTI represents and warrants
to BG Capital and the CapEx Parties that:

          (a) Corporate.  NPTI is a corporation duly organized,  existing and in
     good standing, under the laws of the State of Florida.

          (b) Power and Authority.  NPTI has full corporate  power and authority
     to enter into and perform  this  Agreement.  This  Agreement  has been duly
     executed and  delivered by duly  authorized  officers of NPTI.  Neither the
     execution and delivery of this Agreement by NPTI, nor the  consummation  by
     NPTI of the transaction  contemplated  hereby, will conflict with or result
     in a  breach  of any of the  terms,  conditions  or  provisions  of  NPTI's
     formation  documents  or  bylaws,  or  of  any  statute  or  administrative
     regulation,  or of any order, writ,  injunction,  judgment or decree of any
     court or governmental authority or of any arbitration award.

     7.   Representations  and Warranties of BG Capital.  BG Capital  represents
and warrants to NPTI and the CapEx Parties that:

          (a) Corporate.  BG Capital is a corporation  duly organized,  existing
     and in good standing, under the laws of the Bahamas.


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<PAGE>

          (b) Power and  Authority.  BG  Capital  has full  corporate  power and
     authority to enter into and perform this Agreement. This Agreement has been
     duly  executed  and  delivered by duly  authorized  officers of BG Capital.
     Neither the execution and delivery of this Agreement by BG Capital, nor the
     consummation by BG Capital of the  transaction  contemplated  hereby,  will
     conflict  with or  result in a breach of any of the  terms,  conditions  or
     provisions of BG Capital's formation documents or bylaws, or of any statute
     or administrative  regulation, or of any order, writ, injunction,  judgment
     or decree  of any court or  governmental  authority  or of any  arbitration
     award.

          (c)  Consents.  Except for the filing of the  Schedule  13e-3,  to the
     knowledge of BG Capital, no consent,  authorization,  order or approval of,
     or filing or registration with, any governmental authority or other person,
     organization  or  association is required for the execution and delivery by
     BG  Capital of this  Agreement  and the  consummation  by BG Capital of the
     transaction  contemplated by this  Agreement.  BG Capital is an "accredited
     investor"  within  the  meaning  of  Rule  501(a)   promulgated  under  the
     Securities Act of 1933, as amended (the "Securities Act").

          (d) Investment Representations. BG Capital is an "accredited investor"
     within the meaning of Rule 501(a)  promulgated  under the Securities Act of
     1933, as amended (the  "Securities  Act").  The CapEx Warrant  Shares to be
     acquired  by BG Capital  pursuant  to this  Agreement  are being or will be
     acquired for its own account and with no present  intention of distributing
     or  reselling  the  CapEx  Warrant  Shares  or  any  part  thereof  without
     prejudice,  however, to its right at all times to sell or otherwise dispose
     of all  or any  part  of  the  CapEx  Warrant  Shares  under  an  effective
     registration  statement under the Securities Act or under an exemption from
     such registration  available under the Securities Act. If BG Capital should
     in the future  decide to dispose of the CapEx  Warrant  Shares,  BG Capital
     understands  and  agrees  that  it may do so only in  compliance  with  the
     Securities Act and applicable state securities laws, as then in effect.

          (e)  Reliance  of BG  Capital.  BG  Capital  acknowledges  that  it is
     familiar  with NPTI,  its  officers and business and CapEx has not made any
     representation or warranty regarding the status (financial or otherwise) of
     NPTI or the value of the Warrant Shares.  BG Capital  further  acknowledges
     that it is purchasing the Warrant Shares "as is," without representation or
     warranty  by CapEx  except as  specifically  set forth  herein  and that BG
     Capital has not relied on any statements of CapEx about NPTI or the Warrant
     Shares in making BG Capital's  decision to enter into this Agreement except
     for the  representations  and  warranties of CapEx  specifically  set forth
     herein.

          (e)  Purchase  of  Warrant  Shares.  BG  Capital  agrees  that it will
     purchase the CapEx Warrant Shares prior to or simultaneous  with purchasing
     of any NPTI shares outstanding as of the date this Agreement.

     8.   Representations and Warranties of the CapEx Parties. Each of the CapEx
Parties represents and warrants to BG Capital and NPTI that:


                                     - 8 -
<PAGE>

          (a)  Corporate.  Such  CapEx  Party  is  a  limited  partnership  duly
     organized,  existing and in good  standing,  under the laws of the State of
     Delaware.

          (b) Power and Authority. Such CapEx Party has full limited partnership
     power  and  authority  to  enter  into and  perform  this  Agreement.  This
     Agreement has been duly executed and delivered by duly authorized  officers
     of such CapEx Party.  Neither the execution and delivery of this  Agreement
     by such  CapEx  Party,  nor the  consummation  by such  CapEx  Party of the
     transaction  contemplated  hereby, will conflict with or result in a breach
     of any of the  terms,  conditions  or  provisions  of  such  CapEx  Party's
     formation  documents  or  bylaws,  or  of  any  statute  or  administrative
     regulation,  or of any order, writ,  injunction,  judgment or decree of any
     court or governmental authority or of any arbitration award.

          (c) Consents.  Except for the filing of the Schedule 13e-3 and related
     undertakings,   to  the  knowledge  of  the  CapEx  Parties,   no  consent,
     authorization,  order or approval of, or filing or  registration  with, any
     governmental  authority or other person,  organization  or  association  is
     required  for the  execution  and  delivery  by such  CapEx  Party  of this
     Agreement  and the  consummation  by such  CapEx  Party of the  transaction
     contemplated by this Agreement.

          (d) Title to Assets.  Such CapEx Party has good title to the  Warrants
     possessed by it free and clear of any claims, liens or encumbrances.

          (e)  Investment  Representations.  Such CapEx Party is an  "accredited
     investor"  within  the  meaning  of  Rule  501(a)   promulgated  under  the
     Securities Act.

     9.   Indemnification  Obligations  of NPTI.  NPTI shall defend,  indemnify,
save  and  keep  harmless  each of the  CapEx  Parties,  BG  Capital  and  their
respective officers, directors, shareholders,  lenders, successors and permitted
assigns against and from all Damages (as herein  defined)  sustained or incurred
by any of them resulting from or arising out of or by virtue of:

          (a) any  inaccuracy  in or breach of any  representation  and warranty
     made by NPTI in this Agreement or in any closing document  delivered to any
     party in connection with this Agreement; and

          (b) any breach by NPTI or failure by NPTI to comply  with,  any of its
     covenants or obligations  under this Agreement.  As used in this Agreement,
     the term "Damages" shall mean all liabilities,  demands, claims, actions or
     causes of  action,  regulatory,  legislative  or  judicial  proceedings  or
     investigations,  assessments,  levies, losses, fines,  penalties,  damages,
     costs  and  expenses,   including  reasonable   attorneys',   accountants',
     investigators',  and experts' fees and  expenses,  sustained or incurred in
     connection with the defense or prosecution of any claims.

     10.  Indemnification  Obligations  of BG Capital.  BG Capital shall defend,
indemnify,  save and keep  harmless  each of the CapEx  Parties,  NPTI and their
respective officers, directors,


                                     - 9 -
<PAGE>

shareholders, lenders, successors and permitted assigns against and from all
Damages sustained or incurred by any of them resulting from or arising out of or
by virtue of:

          (a) any  inaccuracy  in or breach of any  representation  and warranty
     made by BG Capital in this Agreement or in any closing  document  delivered
     to any party in connection with this Agreement; and

          (b) any breach by BG Capital or failure by BG Capital to comply  with,
     any of its covenants or obligations under this Agreement.

     11.  Indemnification  Obligations of the CapEx  Parties.  Each of the CapEx
Parties shall  defend,  indemnify,  save and keep harmless  NPTI, BG Capital and
their respective  officers,  directors,  shareholders,  lenders,  successors and
permitted  assigns against and from all Damages  sustained or incurred by any of
them resulting from or arising out of or by virtue of:

          (a) any  inaccuracy  in or breach of any  representation  and warranty
     made by such  CapEx  Party in this  Agreement  or in any  closing  document
     delivered to any party in connection with this Agreement; and

          (b) any breach by such CapEx  Party or failure by such CapEx  Party to
     comply with, any of its covenants or obligations under this Agreement.

     12.  Conditions Subsequent. (a) Merger. If within 90 days after the Closing
documents effecting a merger between NPTI and BG Capital,  or its affiliate,  in
which BG Capital, or its affiliate,  is the surviving entity have not been filed
and accepted by the  Secretary of State of the State of Florida,  NPTI,  each of
the CapEx  Parties and BG Capital  shall take any and all actions  necessary  to
unwind the transactions described herein and to put each party to this Agreement
in the  same  position  as it was  immediately  prior to the  execution  of this
Agreement and each of NPTI, each of the CapEx Parties and BG Capital acknowledge
that in such case any and all releases granted hereunder are deemed rescinded as
of the Closing and that no party to this Agreement has any rights or obligations
hereunder.  Such actions would include,  but not be limited to, (i) returning to
NPTI for cancellation  the Warrant Shares by BG Capital,  (ii) repayment by each
of the CapEx Parties of all amounts paid to them by BG Capital  pursuant to this
Agreement,  (iii)  issuance by NPTI to each of the CapEx  Parties of warrants in
exactly  the  same  form as the  Warrants  held by such  CapEx  Party,  and (iv)
execution by each party to this Agreement of an acknowledgement stating that (a)
any and all releases  granted to such party hereunder are deemed rescinded as of
the Closing  and (b) no party to this  Agreement  has any rights or  obligations
hereunder.  BG  Capital  agrees to use its  commercially  best  efforts to cause
documents  effecting a merger  between NPTI and BG Capital,  or it is affiliate,
containing  the  currently  contemplated  terms and  conditions  to be filed and
accepted by the Secretary of State of the State of Florida  within 90 days after
the Closing.  (b) Purchase of CapEx Warrant  Shares by BG Capital.  In the event
that for any reason BG Capital  fails to purchase  and/or the CapEx  Parties (or
any of them) fail to deliver to BG Capital the CapEx Warrant Shares,  NPTI, each
of the CapEx Parties and BG Capital shall take any and all actions  necessary to
unwind the transactions described herein and to put each party to this Agreement
in the  same  position  as it was  immediately  prior to the  execution  of this
Agreement and each of NPTI, each of the CapEx


                                     - 10 -
<PAGE>

Parties  and BG  Capital  acknowledge  that in such  case  any and all  releases
granted  hereunder  are deemed  rescinded as of the Closing and that no party to
this  Agreement  has any rights or  obligations  hereunder.  Such actions  would
include,  but not be limited  to, (1)  returning  to NPTI for  cancellation  the
Warrant Shares by BG Capital,  (2) repayment by each of the CapEx Parties of all
amounts paid to them by BG Capital  pursuant to this Agreement,  (3) issuance by
NPTI to each of the CapEx  Parties of  warrants  in exactly the same form as the
Warrants  held by such  CapEx  Party,  and (4)  execution  by each party to this
Agreement of an acknowledgement stating that (A) any and all releases granted to
such party hereunder are deemed  rescinded as of the Closing and (B) no party to
this  Agreement  has  any  rights  or  obligations  hereunder.  It is  expressly
understood  and agreed that any  failure by BG Capital to make the 2006  Payment
(or any part thereof)  shall not be a basis to rescind this agreement or require
the parties to unwind the  transactions  described  herein.  In such event,  the
CapEx  Parties'  sole  remedy  shall be an action for money  damages  against BG
Capital.

     13.  Miscellaneous.

          (a)  Publicity.  Except as otherwise  required by law,  press releases
     concerning this transaction  shall be made only with the prior agreement of
     each party hereto.

          (b) Notices.  All notices  required or permitted to be given hereunder
     shall  be in  writing  and may be  delivered  by  hand,  by  facsimile,  by
     nationally  recognized  private courier,  or by United States mail. Notices
     delivered by mail shall be deemed given three (3) business days after being
     deposited  in the  United  States  mail,  postage  prepaid,  registered  or
     certified mail.  Notices delivered by hand, by facsimile,  or by nationally
     recognized  private carrier shall be deemed given on the first business day
     following receipt; provided,  however, that a notice delivered by facsimile
     shall  only  be  effective  if  the  sender  receives   verification   such
     transmittal  was successful or if such notice is also delivered by hand, by
     nationally  recognized  private courier,  or deposited in the United States
     mail,  postage prepaid,  registered or certified mail, on or before two (2)
     business days  following  its delivery by  facsimile.  All notices shall be
     addressed as follows:

          NPTI:

               The Neptune Society, Inc.
               4312 Woodman Ave., 3rd Floor
               Sherman Oaks, CA 91423
               Attention: Brent Lokash
               Facsimile: (818) 953-9844

          BG Capital:

               BG Capital Group Ltd.
               Slot #2000 A.P. 59223
               Nassau, Bahamas
               Attention: Robert Genovese
               Facsimile: [___________________]


                                     - 11 -
<PAGE>


          Any of the CapEx Parties:

               c/o CapEx, LP
               518 17th Street, Suite 1700
               Denver, CO 80202
               Attention: Evan Zucker
               Facsimile: 303-869-4602

               AND

               Bow River Capital Partners, LLC
               1490 Lafayette St., Suite 400
               Denver, CO 80218
               Attention: Bernard Darre
               Facsimile: 303-861-8557

          (c) Fees and  Expenses.  Each  party  hereto  shall  bear all fees and
     expenses incurred by such party in connection with,  relating to or arising
     out  of  the  Attempted  CapEx  Exercise,   the  execution,   delivery  and
     performance of this  Agreement,  and the  consummation  of the  transaction
     contemplated hereby, including attorneys', accountants', brokers' and other
     professional fees and expenses.

          (d) Entire  Agreement.  NPTI, each of the CapEx Parties and BG Capital
     intend this Agreement to be the final  expression of their agreement and as
     a complete and exclusive  statement of the terms and provisions thereof. No
     representations,  understandings,  or  agreements  have been made or relied
     upon in the making of this  Agreement  other than  those  specifically  set
     forth herein. All prior discussions, agreements and negotiations are hereby
     superseded by and merged and incorporated into this Agreement.

          (e) Survival;  Non-Waiver.  All  representations  and warranties shall
     survive  the  Closing  (and  none  shall  merge  into  any   instrument  of
     conveyance) regardless of any investigation or lack of investigation by any
     of the parties hereto.  The failure in any one or more instances of a party
     to insist upon performance of any of the terms,  covenants or conditions of
     this  Agreement,  to  exercise  any right or  privilege  in this  Agreement
     conferred,  or the  waiver by said party of any breach of any of the terms,
     covenants  or  conditions  of this  Agreement,  shall not be construed as a
     subsequent  waiver  of any  such  terms,  covenants,  conditions,  right or
     privileges, but the same shall continue and remain in full force and effect
     as if no such  forbearance  or waiver  had  occurred.  No  waiver  shall be
     effective   unless  it  is  in  writing   and   signed  by  an   authorized
     representative of the waiving party.

          (f) Applicable Law. This Agreement shall be construed according to the
     internal  laws of the  State of  California  without  giving  effect to its
     choice of law  provisions.  Should  NPTI,  any of the CapEx  Parties  or BG
     Capital commence any legal action or proceeding  against any other party on
     or arising out of this Agreement, the


                                     - 12 -
<PAGE>

     prevailing  party  shall be entitled  to an award of  reasonable  costs and
     reasonable  attorneys' fees. NPTI, each of the CapEx Parties and BG Capital
     agree that any dispute  arising out of or in connection with this Agreement
     shall be tried  exclusively  in the State and Federal courts located in Los
     Angeles, California, and each party consents to the exercise of in personam
     jurisdiction  of said courts for the  purpose of  litigating  any  dispute,
     controversy or proceeding arising out of or related to this Agreement.

          (g) Binding  Effect.  This Agreement shall inure to the benefit of and
     be binding upon the parties  hereto,  and their  successors  and  permitted
     assigns.  Nothing in this  Agreement,  express or  implied,  is intended to
     confer on any person other than the parties  hereto,  and their  respective
     successors  and  permitted  assigns any rights,  remedies,  obligations  or
     liabilities under or by reason of this Agreement.

          (h)  Assignment.  This Agreement  shall not be assignable by any party
     without the prior written consent of the other parties hereto.

          (i) Amendments. This Agreement shall not be modified or amended except
     pursuant to an instrument  in writing  executed and delivered by each party
     hereto.

          (j)  Headings.  The  headings  contained  in  this  Agreement  are for
     convenience  of  reference  only  and  shall  not  affect  the  meaning  or
     interpretation of this Agreement.

          (k) Severability.  Whenever possible, each provision of this Agreement
     shall be  interpreted  in such  manner as to be  effective  and valid under
     applicable  law,  but if any  provision  of  this  Agreement  is held to be
     invalid,  illegal or  unenforceable in any respect under any applicable law
     or   rule   in   any   jurisdiction,   such   invalidity,   illegality   or
     unenforceability  shall  not  affect  any  other  provision  or  any  other
     jurisdiction,  and this Agreement shall be reformed, construed and enforced
     in such jurisdiction so as to best give effect to the intent of the parties
     under this Agreement.

          (l)   Counterparts.   This  Agreement  may  be  executed  in  separate
     counterparts,  each of which is deemed to be an  original  and all of which
     taken together constitute one and the same agreement.

          (m) No Strict  Construction.  The parties hereto (and counsel for each
     party hereto) jointly  participated in the negotiation and drafting of this
     Agreement. This Agreement is the product of arms-length negotiation carried
     on among the parties hereto and their respective counsel. The language used
     in this Agreement  shall be deemed to be the language chosen by the parties
     hereto to express their collective  mutual intent,  this Agreement shall be
     construed  as if drafted  jointly  by the  parties  hereto,  and no rule of
     strict construction shall be applied against any party hereto.

          (n) Gender.  As used in this  Agreement,  the  masculine,  feminine or
     neuter gender shall be deemed to include the others whenever the context so
     indicates or requires.


                                     - 13 -
<PAGE>

          (o) Interpretation. Whenever the term "include" or "including" is used
     in this Agreement, it shall mean "including,  without limitation," (whether
     or not such language is specifically  set forth) and shall not be deemed to
     limit the range of  possibilities to those items  specifically  enumerated.
     The words  "hereof",  "herein" and  "hereunder" and words of similar import
     refer to this  Agreement  as a whole and not to any  particular  provision.
     Terms  defined in the singular  have a comparable  meaning when used in the
     plural and vice versa.

          (p)  Advice of  Counsel.  The  parties  hereto  hereby  represent  and
     acknowledge  that in  entering  into this  Agreement  each of them has been
     advised  by its  own  independently  selected  legal  counsel.  Each of the
     parties hereto further  represents and  acknowledges  that in entering into
     this  Agreement it has relied  solely on the advice of its chosen  counsel,
     and  on  its  own  independent  investigation  of  all  of  the  facts  and
     circumstances  relevant to this  Agreement  and its terms and  preparation.
     Each  of  the  parties  hereto  represents  and  acknowledges  that  it has
     carefully  read the entirety of this  Agreement,  know and  understand  the
     contents  hereof,  and enter into this  Agreement  in good  faith,  without
     committing  fraud,  and freely and  voluntarily  without  undue  influence,
     coercion, or duress.

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                                     - 14 -
<PAGE>


     IN WITNESS WHEREOF,  the parties have executed this Purchase and Settlement
Agreement on the date first above written.

                                     THE NEPTUNE SOCIETY, INC.:

                                     By:    /s/  BRENT LOKASH
                                            -----------------------------------
                                     Name:  Brent Lokash
                                            -----------------------------------
                                     Its:   Chairman
                                            -----------------------------------


                                     BG CAPITAL GROUP LTD.:

                                     By:    /s/  ROBERT GENOVESE
                                            -----------------------------------
                                     Name:  Robert Genovese
                                            -----------------------------------
                                     Its:   President
                                            -----------------------------------

                                     CAPEX, LP:

                                     By:    /s/  JACKIE M. HAWKEY
                                            -----------------------------------
                                     Name:  Jackie M. Hawkey
                                            -----------------------------------
                                     Its:   Authorized Signatory
                                            -----------------------------------

                                     BOW RIVER CAPITAL FUND, LP:

                                     By:    /s/  BERNARD DARRE
                                            -----------------------------------
                                     Name:  Bernard Darre
                                            -----------------------------------
                                     Its:   Authorized Signatory
                                            -----------------------------------


                                     BOW RIVER CAPITAL FUND II, LP:

                                     By:    /s/  BERNARD DARRE
                                            -----------------------------------



                                     - 15 -
<PAGE>

                                     Name:  Bernard Darre
                                            -----------------------------------
                                     Its:   Authorized Signatory
                                            -----------------------------------


              [Signature Page to Purchase and Settlement Agreement]







                                     - 16 -