EXHIBIT 10.31



                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT  ("Agreement") is made and entered into as of August 8,
2001, by and between WILHELM MORTUARY, INC., an Oregon corporation ("Borrower"),
and GREEN  LEAF  INVESTORS  I,  LLC,  a  California  limited  liability  company
("Lender").

                                     Recital

     Borrower  has  requested  from  Lender the  $1,575,000.00  credit  facility
described  herein,  and Lender has agreed to provide  such  credit  facility  to
Borrower subject,  however, to Lender receiving, as security therefore,  certain
Collateral  (defined  herein) and further  subject to the terms,  conditions and
provisions set forth in this Agreement.

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties agree:

     1.  Definitions.  As used in this  Agreement,  terms with initial  capitals
shall have the meanings given below, or as otherwise defined herein. Capitalized
terms used but not otherwise  defined in this Agreement  shall have the meanings
given them in the Note (as defined below).

          "Agreement"  means  this  Loan  Agreement  and  all  modifications  or
amendments hereto, or extensions hereof.

          "Assignment"  means that certain  Assignment  of even date herewith by
The  Neptune  Society,  Inc.,  a Florida  corporation,  and  Neptune  Society of
America, Inc., a California corporation, to Borrower.

          "Bankruptcy  Code" means the  Bankruptcy  Reform Act,  Title 11 of the
United  States  Code,  as amended  or  recodified  from time to time,  including
(unless the context  otherwise  requires) any rules or  regulations  promulgated
thereunder.

          "Borrower's  Financial  Statements" means all financial  statements of
Borrower and any Guarantor delivered from time to time to Lender.

          "Business  Day" means any day other than a  Saturday,  Sunday or other
day on which  commercial  banks are authorized or required to close in Portland,
Oregon.

          "Cash Loan Fee" means $75,000.

          "Closing  Date"  shall  mean the date on which the Loan is closed  and
funded.

          "Collateral"  shall mean the  Property  as such term is defined in the
Trust Deed and the Personal  Property  Collateral as such term is defined in the
General Security Agreement.

          "Common  Stock" means  shares of common stock of The Neptune  Society,
Inc. par value $0.002 per share.



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<PAGE>

          "Default"  means an Event of  Default  (defined  below) or an event or
condition,  which  with the giving of notice or the  passage  of time,  or both,
would constitute an Event of Default.

          "Disclosure Schedule" has the meaning given that term in Section 3.

          "Event of Default" has the meaning given that term in Section 7.1.

          "Financial  Statements"  means,  for  or as of the  end of the  fiscal
period specified therein, balance sheets, profit and loss statements, statements
of cash flows,  statement of capital accounts, and reconciliations of net worth,
in each  case  together  with all  notes  and  schedules  thereto,  prepared  in
reasonable  detail  and  in  accordance  with  generally   accepted   accounting
principles  applied  consistently  with past periods,  as fairly  presenting the
financial  condition,  results  of  operations,  and  changes in  Borrower's  or
Guarantors' financial position, as the case may be.

          "Forbearance  Agreement" means that certain  Forbearance  Agreement of
even  date  herewith  by and  between  The  Neptune  Society,  Inc.,  a  Florida
corporation  ("Neptune"),  and Community  Memorial  Centers,  L.L.C.,  an Oregon
limited  liability  company ("CMC"),  whereby Borrower agrees to bring current a
Convertible  Debenture dated July 5, 2000 issued by Neptune to CMC (the "Neptune
Debenture"), and CMC conditionally agrees to forbear legal action on the debt.

          "GAAP" means generally accepted accounting  principles as in effect in
the United States from time to time, consistently applied.

          "General  Security  Agreement"  means that  certain  General  Security
Agreement of even date  herewith,  made by Borrower in favor of Lender  granting
Lender a security interest in all equipment,  inventory,  receivables,  contract
rights,  general  intangibles,  trademark  and trade  names  and other  personal
property,  tangible and  intangible,  of Borrower,  including  all assets of the
businesses known as "Wilhelm Mortuary",  "Heritage Memorial Society" and "Oregon
Cremation Company".

          "Guarantors" means, jointly and severally,  The Neptune Society, Inc.,
a Florida  corporation,  and Neptune  Society of  America,  Inc.,  a  California
corporation.

          "Guaranty"  means  each of  those  certain  guaranties  of  even  date
herewith made by a Guarantor in favor of Lender which guarantees the obligations
evidenced  by the Note,  the  Trust  Deed,  this  Agreement  and the other  Loan
Documents delivered to Lender pursuant hereto.

          "Intercreditor  Agreement" means that certain Intercreditor  Agreement
of even date  herewith by and among  Lender,  Borrower  and  Community  Memorial
Centers,  L.L.C.,  an Oregon  limited  liability  company,  with  respect to the
Collateral.

          "Laws"  means any  federal,  state or local laws,  ordinances,  rules,
regulations or statutes, together with decisions, orders, judgments, directives,
or decrees of any governmental or regulatory authority, court, or arbitrator.

          "Loan" means a non-revolving  credit facility in the principal  amount
of $1,575,000.00 as described more fully in Section 2 hereof.



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<PAGE>

          "Loan Costs and  Expenses"  has the meaning given that term in Section
4.11 hereof.

          "Loan  Documents"  means  this Loan  Agreement,  the  other  documents
required  to be  delivered  pursuant  to Section  5.3  hereof and all  consents,
financing statements, or other documents or instruments executed and/or filed in
connection therewith, related thereto or to the Loan.

          "Loan Put  Agreement"  means that certain  Loan Put  Agreement of even
date herewith by and among Lender,  David Schroeder  ("Schroeder"),  and Michael
Ashe  ("Ashe")  whereby  Schroeder  and Ashe agree to purchase  the Loan and the
security therefor at Lender's option upon the occurrence of a Default.

          "Maturity Date" means January 31, 2002.

          "Note"  means that  certain  $1,575,000  promissory  note of even date
herewith,  given by  Borrower  to  Lender,  and all  modifications,  amendments,
extensions or restatements thereof.

          "Note Amount" means $1,575,000.

          "Opinion  of  Counsel"  means an  opinion  letter or letters in a form
acceptable to Lender from and signed by  Borrower's  legal counsel and addressed
to Lender.

          "Permitted Encumbrances" means the encumbrances described in Exhibit A
to the Trust Deed.

          "Piggyback   Registration  Agreement"  means  that  certain  Piggyback
Registration  Agreement  of even date  herewith  by and  between  Lender and The
Neptune  Society,   Inc.,  a  Florida   corporation,   granting  Lender  certain
registration  rights with  respect to the Common  Stock of The Neptune  Society,
Inc.

          "Senior Lender" means Community  Memorial  Centers,  L.L.C., an Oregon
limited liability company.

          "Senior Loan" means the  Convertible  Debenture  issued by The Neptune
Society, Inc., a Florida corporation,  to Senior Lender, secured by a Trust Deed
dated July 5, 2000 and recorded July 18, 2000 in the Records of Multnomah County
as Fee No. 2000-098983.

          "Stock Loan Fee" means  15,789  shares of Common  Stock of The Neptune
Society, Inc., a Florida corporation.

          "Subordination   Agreements"   means   those   certain   Subordination
Agreements  of even date herewith  whereby the  Weintraub  Lenders and the CapEx
Lenders, as defined therein,  subordinate their security  interests,  if any, in
the Collateral.

          "Trust Deed" means that certain  Trust Deed,  Assignment of Leases and
Rents,  Security  Agreement  and Fixture  Filing of even date  herewith  made by
Borrower for the benefit of Lender with respect to premises located at 6637 S.E.
Milwaukie Avenue, Portland, Oregon.



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<PAGE>

          "Unsecured  Indemnity"  means  that  certain  Unsecured  Environmental
Indemnity Agreement of even date herewith executed and delivered by Borrower and
Guarantors   indemnifying  Lender  with  respect  to  environmental  matters  in
connection with the Collateral.

          "Warrant"  means that certain  Warrant of even date herewith  granting
Lender the right to purchase up to 30,000  shares of Common Stock of The Neptune
Society, Inc., a Florida corporation.

     2. The Credit Facility.

          2.1  Loan.  Subject  to the terms and  conditions  of this  Agreement,
Lender agrees to make a single  advance to Borrower under the Loan in the amount
of $1,575,000.

          2.2 Application of Proceeds.  The proceeds of the Loan will be applied
as follows:  (a) $1,500,000 to the partial payment of the  indebtedness  owed by
Neptune  Society of  America,  Inc. to the Emanuel  Weintraub  Intervivos  Trust
pursuant  to  that  Promissory  Note  dated  March  31,  1999 in the  amount  of
$19,000,000.00,  as amended by the Third  Amendment dated June 19, 2001; and (b)
$75,000 in payment of the Cash Loan Fee. The Loan shall be funded in  accordance
with this Agreement and applicable provisions of the Note.

          2.3  Borrowing  and  Repayment.  The  Loan is not a  revolving  credit
facility and once  repayment is made Borrower  shall not be entitled to reborrow
any sum advanced hereunder.

          2.4 Intentionally Omitted.

          2.5 Interest.  The outstanding balance of the Loan shall bear interest
at the rate set forth in the Note.

          2.6 Terms of Repayment.  Borrower  shall repay advances made under the
Loan,  together  with all interest and other fees and  expenses,  as provided in
this Agreement and the Note.

     3.  Representations  and  Warranties  of  Borrower.  Except as is otherwise
disclosed  in the  Disclosure  Schedule  attached  to this  Agreement,  Borrower
represents,  warrants  and  covenants  to and for the  benefit of Lender,  which
representations  and warranties  shall be deemed remade on and as of the date of
Closing:

          3.1  Authority.  Borrower and each of the Guarantors has the requisite
capacity  and  authority  to make and enter into each of the Loan  Documents  to
which  Borrower  or  Guarantor  is a party  and to  carry  out the  transactions
contemplated therein. All authorizations have been secured that are necessary to
authorize the execution,  delivery and performance of this Agreement and each of
the other Loan Documents to which Borrower and Guarantors are a party.  Borrower
is in good standing in the State of Oregon.

          3.2 Execution, Delivery and Effect of Loan Documents. Each of the Loan
Documents to which Borrower is a party is a legal,  valid and binding obligation
of Borrower, enforceable in accordance with its terms.



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<PAGE>

          3.3 Other  Obligations.  Except  with  respect to the debt that is the
subject of the Forbearance Agreement,  Borrower is not in material default under
any  instruments or obligations  relating to Borrower's  business or assets.  No
party has asserted any material  claim or default  relating to any of Borrower's
assets. The execution and performance of the Loan Documents and the consummation
of the transactions  contemplated thereby will not result in any material breach
of or constitute a material default under, any contract,  agreement, document or
other  instrument to which Borrower is a party or by which Borrower may be bound
or affected,  and do not and will not violate or contravene any material laws to
which Borrower is subject; nor do any such agreements,  documents or instruments
impose  or  contemplate  any   obligations   that  are  or  will  be  materially
inconsistent with the Loan Documents.

          3.4 Taxes. Borrower has filed all federal, state, and local income tax
returns  required  to have been  filed by it,  and has paid all taxes  that have
become due  pursuant to such returns or pursuant to any  assessments  on real or
personal property received by Borrower,  except only those local taxes where any
such failure to file or pay amounts due would not have a material adverse affect
on Borrower's  business,  finances or operations.  Borrower does not know of any
basis for additional  assessment  with regard to any such tax.  Borrower has not
executed or filed with any taxing  authority any agreement  extending the period
for assessment or collection of any tax to a date subsequent to the date hereof,
and no issue has been  raised by any  federal,  state,  local or foreign  taxing
authority  in  connection  with an  audit  or  examination  of the tax  returns,
business or properties of Borrower that has not been settled or resolved.

          3.5 Consents and Governmental Approvals.  The execution,  delivery and
performance  by Borrower of the Loan  Documents,  and  Lender's  exercise of any
remedy  available to it  thereunder,  do not and will not require any consent or
approval of any person or entity,  other than such consents as have been or will
have been obtained on or before the Closing Date. No approval by,  authorization
of,  or  filing  with any  federal,  state or  municipal  or other  governmental
commission,  board or agency or other  governmental  authority  is  necessary in
connection with the authorization,  execution and delivery of the Loan Documents
by Borrower.

          3.6 Legal Actions. There are no material actions, suits or proceedings
including,  without  limitation,  any  condemnation,  insolvency  or  bankruptcy
proceedings,  pending  or,  to the  best of  Borrower's  knowledge  and  belief,
threatened,  against or affecting  Borrower,  any Guarantor or their  respective
businesses or assets. There are no investigations,  at law or in equity,  before
or by any court or governmental authority, pending or, to the best of Borrower's
knowledge and belief, threatened against or affecting Borrower, any Guarantor or
their  respective  businesses or assets,  except actions,  suits and proceedings
fully covered by insurance and heretofore  fully  disclosed in writing to Lender
or that,  if  resolved  adversely  to Borrower  or any  Guarantor,  would have a
material  adverse  effect  on  Borrower,   any  Guarantor  or  their  respective
businesses  or assets.  Neither  Borrower  nor any  Guarantor is in default with
respect to any  order,  writ,  injunction,  decree or demand of any court or any
governmental  authority  affecting  Borrower,  any Guarantor or their respective
businesses or assets,  which default would materially adversely affect Borrower,
any Guarantor or their respective businesses or assets.

          3.7 Other  Security  Interests.  Except as disclosed in the Trust Deed
and in  Borrower's  Financial  Statements  delivered  to Lender  before the date
hereof,  there  does not exist any  pledge,  mortgage,  lien,  hypothecation  or
assignment for security affecting the Collateral, whether now owned or hereafter
acquired,   except  for  any  such  pledge,  mortgage,  lien,  hypothecation  or
assignment for security constituting a Permitted Encumbrance.

          3.8 Truth of Other  Statements,  Representations  and Warranties.  The
written statements, financial or otherwise, made by Borrower or any Guarantor to
Lender in connection with this  Agreement,  or in



                                       5
<PAGE>

connection with the other Loan Documents,  do not, taken as a whole, contain any
untrue  statement of a material fact or omit a material  fact  necessary to make
the statements made therein not misleading.  All Financial  Statements  given by
Borrower or any Guarantor to Lender in connection  with this  Agreement,  or the
other Loan  Documents  have been  prepared  in  accordance  with GAAP,  and such
statements,  taken as a whole,  fairly  present the  financial  condition of the
parties or entities  covered thereby.  Since the date thereof,  neither Borrower
nor any such other party or entity has experienced  any material  adverse change
in its  finances,  business,  operations,  affairs  or  prospects.  To the  best
knowledge  of  Borrower,  there  is no fact  concerning  Borrower  or any of the
Guarantors  that Borrower has not disclosed to Lender in writing that materially
and adversely affects, nor, so far as Borrower can foresee, is reasonably likely
to prove to materially  and adversely  affect,  the Collateral or the ability of
Borrower to perform its obligations under the Loan Documents.

          3.9 Insurance.  Borrower shall maintain (a) such insurance required by
the Trust Deed and General  Security  Agreement with respect to the  Collateral,
and (b) adequate insurance protection against all liabilities,  claims and risks
against it that is customary for businesses similarly situated to Borrower.

          3.10  Material  Changes.   Since  the  date  of  Borrower's  Financial
Statements there has not been, with respect to Borrower:

               (a) Any material  adverse change in its financial  condition from
that shown on Borrower's Financial Statements;

               (b) Any  damage or loss,  whether  covered by  insurance  or not,
materially  and  adversely  affecting  Borrower's or any  Guarantor's  business,
property, assets or prospects;

               (c)  Any  other  event  or  condition  materially  and  adversely
affecting the results of Borrower's or any Guarantor's operations or business or
financial  condition or prospects taken as a whole, or any event that could have
such an effect; or

               (d) Any  legislative  or  regulatory  action  or,  to the best of
Borrower's  knowledge  and belief,  proposals  thereof,  that does,  or would if
enacted,   materially   adversely  affect  the  results  of  Borrower's  or  any
Guarantor's operations or business or financial conditions or prospects taken as
a whole.

          3.11  Compliance  With  Environmental  Laws. To the best of Borrower's
knowledge,  other  than as may be  disclosed  by any third  party  environmental
studies  provided to Lender  prior to the date of this  Agreement,  there are no
underground storage tanks located on, or  asbestos-containing  materials located
in, any of the real property  Collateral and there is not currently  located on,
any such real property  Collateral (or in the  groundwater of such real property
Collateral) any Hazardous  Material  (defined  below),  in  contravention of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
USC ss.ss.  9601 et seq.) ("CERCLA") or of any other similar  federal,  state or
local law,  rule or  regulation.  The term  "Hazardous  Material"  shall include
petroleum,   asbestos  and  all  hazardous  or  toxic  materials  or  pollutants
including,  without  limitation,  substances defined as "hazardous  substances,"
"hazardous  materials," or "toxic substances" in CERCLA, the Hazardous Materials
Transportation  Act, 42 USC ss.ss. 1801, et seq., the Resource  Conservation and
Recovery  Act,  42 USC  ss.ss.  6901  et  seq.,  any  similar  state  law or the
regulations adopted and publications promulgated pursuant to said laws.



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<PAGE>

          3.12 Legal  Parcels of Real  Property  Collateral.  The real  property
Collateral  consists of one or more separate and distinct  legal parcels for tax
purposes and is not subject to property  taxes and a similar  charge against any
other land. Borrower has not, by act or omission,  impaired the integrity of the
real property  Collateral as one or more legally separate,  subdivided lots. The
use of the real  property  Collateral  is  permitted  as a matter of right under
existing zoning and other land use laws, rules and regulations.

     4.  Covenants of Borrower.  As a material  inducement to Lender to make the
Loan, and in addition to performing each of its obligations under the other Loan
Documents to which it is a party, Borrower covenants with and for the benefit of
Lender that, unless Lender otherwise consents in writing, and for so long as any
amount remains  outstanding  under the Note or any other  obligation  under this
Agreement, the Trust Deed, or any other Loan Documents remains to be performed:

          4.1  Financial  Statements.  Borrower  shall  deliver  to  Lender  its
Financial Statements not later than forty-five (45) days after and as of the end
of  each  interim  quarterly  accounting  period  ended  March  31,  June 30 and
September  30,  and not later than  ninety  (90) days after and as of the end of
each  fiscal  year ended  December 31 of  Borrower,  prepared  by  Borrower  and
certified by its manager(s) or officers.

          4.2 Additional Information.  Borrower shall promptly furnish to Lender
such other  information and data with respect to Borrower as Lender from time to
time may reasonably request, except as otherwise may be prohibited by law.

          4.3 Compliance With Laws.  Borrower shall comply with the requirements
of all Laws,  and with orders of any  governmental  agency,  noncompliance  with
which could materially  adversely  affect the business,  activities or condition
(financial or otherwise) of Borrower,  except that Borrower need not comply with
a  requirement  then  being  contested  by  it  in  good  faith  by  appropriate
proceedings  so long as no  interest  of  Lender  would be  materially  impaired
thereby.

          4.4 Compliance With Agreements, Duties and Obligations. Borrower shall
promptly and fully comply with,  and shall cause the  Guarantors to comply with,
all  agreements,  duties and obligations  arising under the Loan Documents,  and
promptly  and fully comply with all material  duties and  obligations  under any
other  material  agreements,  indentures,  leases or instruments to which either
Borrower or any Guarantor is a party which materially  affect the Loan Documents
or materially impair the Collateral.

          4.5 Payment of Taxes and Claims.  Borrower  shall pay, or shall ensure
that  the  following  are  paid,  before  they  become  delinquent:  all  taxes,
assessments and governmental charges or levies imposed upon Borrower or upon the
assets of  Borrower;  and to the  extent  that the  Collateral  of Lender may be
impaired,   all  claims  or  demands  of   materialmen,   mechanics,   carriers,
warehousemen,  landlords and other like persons that, if unpaid, might result in
the  creation of a lien upon any assets of  Borrower;  provided,  however,  that
payment of any such item may be deferred while being  contested in good faith so
long as Borrower's  title to, and its right to use, its assets is not materially
adversely affected thereby,  and so long as reserves in amounts  satisfactory to
Lender are maintained for such claims.

          4.6  Inspection of Books.  Borrower  shall permit and shall cause each
Guarantor to permit Lender, after notice to Borrower and each Guarantor,  as the
case may be, to examine or audit each  requested  party's  books of account  and
records and to copy and take  extracts  therefrom  and to discuss  said  party's
affairs,  finances or



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<PAGE>

accounts,  and to be  advised  as to the same such  party,  in such  detail  and
through  such  agents  and  representatives  as Lender may  desire,  all at such
reasonable times and as often as may be reasonably requested.

          4.7 Disclosure of Material Litigation.  Borrower shall promptly notify
Lender of any litigation or other action,  suit or proceeding,  before any court
or  governmental  agency,  to which  Borrower or any Guarantor is a party if the
amount at risk in connection therewith is not fully covered by insurance, or if,
in the reasonable opinion of Borrower,  such litigation otherwise is material to
obligations  of  Borrower  hereunder.  Thereafter,  Borrower  shall keep  Lender
apprised  of the  status  of such  litigation  or  other  such  action,  suit or
proceeding in such manner as Lender may request.

          4.8 Grant of Additional Security Interests. Borrower shall not pledge,
mortgage,  encumber,  hypothecate or assign for security, or suffer the creation
or existence of any pledge, mortgage,  encumbrance,  hypothecation or assignment
for security on the Collateral other than (a) the Permitted Encumbrances and (b)
the  Senior  Loan,  without  the  written  consent  of  Lender  which may not be
unreasonably withheld.

          4.9  Misrepresentations.  Borrower shall not knowingly make to Lender,
and Borrower  shall not  knowingly  furnish to Lender any  certificate  or other
document  that  contains,  any untrue  statement of a material  fact,  nor shall
Borrower  knowingly permit any such statement,  certificate or other document to
omit a  material  fact  necessary  to  make  the  statements  made  therein  not
misleading taken as a whole.

          4.10 Notice of Default.  Borrower shall  promptly  notify Lender if it
learns that a Default has  occurred,  and shall specify with  particularity  the
nature of such Event of Default,  the period of existence of such  Default,  and
the actions Borrower is taking or proposes to take with respect thereto.

          4.11 Loan Costs and Expenses.  Borrower shall pay or reimburse Lender,
upon  demand,  all of  Lender's  reasonable  out-of-pocket  costs  and  expenses
(including  Lender's  reasonable  attorney's  fees),  to the extent  incurred by
Lender in connection with the negotiation,  preparation,  review,  carrying-out,
amendment,  waiver, refinancing,  restructuring,  reorganization and enforcement
of, and collection  pursuant to, this  Agreement,  the Trust Deed, and the other
Loan Documents,  the Closing, any advance or disbursement of Loan proceeds,  any
substitution of security under this Agreement and any amendment of any financing
statement made or given  pursuant to this Agreement  ("Loan Costs and Expenses")
including,  without  limitation,  Lender's  reasonable  attorneys' fees; fees of
Lender's certified public accountants and other outside experts; credit reports;
appraisal  fees;  lien  searches;  escrow  charges;  recording  or filing  fees;
insurance  premiums;  inspection,  due  diligence  and/or audit fees before Loan
closing and periodically during the term of the Loan.

          4.12  Additional  Acts.  In  addition  to the acts  that  Borrower  is
obligated  to  perform  under  this  Agreement,  or under any of the other  Loan
Documents,  Borrower shall from time to time perform,  execute and deliver to or
for the benefit of Lender any and all such further acts,  additional  documents,
or further assurances as may be necessary or proper to: (a) implement the intent
of the parties to this  Agreement;  (b) correct any errors in this  Agreement or
any of the other Loan Documents;  (c) assure Lender of the validity and priority
of the liens  and  security  interests  Lender  holds  pursuant  to the  various
documents securing the Loan; (d) create, perfect, preserve, maintain and protect
the liens and security  interests  created or intended to be created by the Loan
Documents;  (e)  transfer  all  right,  title  and  interest  to  Lender  in the
Collateral to be transferred  to Lender  pursuant to the terms of this Agreement
as and when such



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<PAGE>

transfer  is  contemplated  by this  Agreement;  or (f)  provide  the rights and
remedies to Lender that are contemplated by the Loan Documents.

          4.13  Indemnification.  Borrower  shall  indemnify  and defend  Lender
against,  and hold Lender  harmless of and from, any and all losses,  liability,
claims,  damages, costs and expenses (including,  but not limited to, reasonable
attorneys'  fees and court costs,  whether  incurred at the trial,  appellate or
administrative  levels) that Lender may suffer or incur,  or to which Lender may
be subjected, by reason of, arising out of, or in connection with:

               (a) any  default or breach by Borrower  under any Loan  Document,
any untrue statement  contained in or made in connection with any Loan Document,
or the  omission  from the Loan  Documents  of any fact  required  to be  stated
therein, or that is necessary to make the statement therein not misleading; and

               (b) any  violation  or breach by  Borrower  or any of its agents,
servants,  employees  or licensees  of any of the terms and  provisions  of this
Agreement or any of the other Loan Documents.

Upon demand by Lender,  Borrower  shall defend any action or proceeding  brought
against Lender in connection  with any of the foregoing,  or Lender may elect to
conduct  its own  defense  at the  reasonable  expense  of  Borrower;  provided,
however,  that Borrower will be entitled to participate in such defense.  In any
event,  Borrower  shall  reimburse  Lender in full for all  out-of-pocket  costs
reasonably incurred investigating,  preparing or defending against any action or
proceeding,  commenced or  threatened,  in connection  with any of the foregoing
matters,  or incurred in settlement  of any such action or  proceeding  (whether
commenced or threatened).

No compromise or settlement of any claims or proceedings  may be effected by the
Lender without the Borrower's consent (which may not be unreasonably  withheld).
Notwithstanding the foregoing, if the Lender determines in good faith that there
is a reasonable  probability  that a proceeding  may adversely  affect it or its
affiliates  other  than as a result of  monetary  damages  for which it would be
entitled to indemnification under this Agreement,  the indemnified party may, by
notice to the Borrower,  assume the exclusive  right to defend,  compromise,  or
settle  such  proceeding,  but the  indemnifying  party will not be bound by any
determination  of a  proceeding  so defended  or any  compromise  or  settlement
effected without its consent (which may not be unreasonably withheld).

          4.14 Other Affirmative Covenants. Borrower shall:

               (a) at all  times  cause  to be  done  all  things  necessary  to
maintain,  preserve  and renew  its legal  existence  as a  corporation  and all
licenses and permits necessary to the conduct of its businesses;

               (b) comply with all  applicable  Laws,  and with all  obligations
that it  incurs or to which it  becomes  subject  pursuant  to any  contract  or
agreement,  whether  oral or written,  express or  implied,  the breach of which
could reasonably be expected to have a material adverse effect upon its business
or  financial  condition,  unless and only to the extent that the same are being
contested in good faith and by  appropriate  proceedings  and adequate  reserves
have been set aside with respect thereto;

               (c) apply for and, when  obtained,  continue in force,  with good
and reputable  insurance  companies,  adequate  insurance covering risks of such
types and in such amounts as are reasonably necessary to conduct its business;



                                       9
<PAGE>

               (d) make and keep books, records and accounts that, in reasonable
detail,  accurately and fairly reflect the  transactions in which it has engaged
and the disposition of its assets,  and devise and maintain a system of internal
accounting  controls  sufficient  to  provide  reasonable  assurances  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of  financial  statements  in  conformity  with  GAAP and any other
criteria  applicable  to such  statements,  and to maintain  accountability  for
assets, (iii) access to assets is permitted only in accordance with management's
general or specific  authorization,  and (iv) the  recorded  assets are compared
with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences discovered;

               (e) use its best efforts to preserve and protect the value of the
Collateral;

               (f)  not  amend  its  articles  of  incorporation  in any  manner
whatsoever  without Lender's prior written consent if such amendment will affect
or impair the value of the Collateral;

               (g)  engage in no  activity  other  than the  current  use of the
Property;

               (h) maintain  separate  bank accounts in the name of Borrower and
separate accounting with respect to the business and activities of Borrower; and

               (j) refrain from making  distributions  or other  payments of any
kind to its shareholders or owners or their respective families or affiliates.

     5. Conditions to Closing and to Disbursement of Funds.  Lender's obligation
to close the Loan,  to make the  advances,  and to disburse the Loan proceeds to
Borrower,  is subject to satisfaction of all of the following  conditions before
or contemporaneously with the Closing, any one or more of which Lender may waive
in writing:

          5.1 Truth of  Representations  and  Warranties.  All of Borrower's and
each Guarantor's  representations and warranties contained in this Agreement, in
any other Loan Document,  and in any other  certificate,  instrument or document
submitted by Borrower or any Guarantor to Lender in  connection  with the making
of the Loan shall be true and accurate in all material respects.

          5.2 Loan Fee.  Borrower  shall have paid Lender the Cash Loan Fee from
the proceeds of the Loan, and The Neptune Society,  Inc. shall have executed and
delivered its Treasury Order directing  Interwest  Transfer Co., Inc., its stock
transfer  agent, to issue 15,789 shares of its Common Stock to Lender in payment
of the Stock Loan Fee and a warrant certificate representing the Warrant.

          5.3  Delivery of Loan  Documents.  Borrower  shall have  executed  and
delivered  to Lender,  or caused to be executed  and  delivered to Lender by the
party or parties  thereto,  the following  documents,  each of which shall be in
form and substance satisfactory to Lender:

               (a)  this Agreement;

               (b)  the Note;



                                       10
<PAGE>

               (c)  the Trust Deed;

               (d)  the Guaranty (The Neptune Society, Inc.);

               (e)  the Guaranty (Neptune Society of America, Inc.);

               (f)  the General Security Agreement;

               (g)  the Unsecured Indemnity;

               (h)  the Intercreditor Agreement;

               (i)  the UCC Financing Statements;

               (j)  the Warrant;

               (k)  the Piggyback Registration Agreement;

               (l)  the Subordination Agreements;

               (m)  the Assignment; and

               (n)  such other documents and instruments  reasonably required by
Lender in connection with the Loan.

          5.4 Delivery of Other Documents and Certificates.  Borrower shall have
delivered or caused to be delivered to Lender each of the  following  additional
documents  or  certificates,  each of which  shall  be in a form  and  substance
satisfactory to Lender:

               (a)  certificates  of existence or  qualification  pertaining  to
Borrower  and  the  Guarantors,  issued  by the  Secretary  of  State  or  other
appropriate  official of Florida,  California or Oregon,  as the case may be, no
more than seven (7) business days before the Closing;

               (b) a  standard  coverage  lender's  policy  of  title  insurance
     insuring Borrower's  ownership of the real property Collateral and the lien
     of the  Trust  Deed in  favor  of  Lender,  subject  only to the  Permitted
     Encumbrances;

               (c) the Opinion of Counsel; and

               (d) the Forbearance Agreement.

          5.5 Loan Put Agreement. Lender, Schroeder and Ashe shall have executed
and  delivered  the Loan Put  Agreement in form and  substance  satisfactory  to
Lender.



                                       11
<PAGE>

          5.6 No Default.  No Default  shall have  occurred and be continuing or
exist.

          5.7  Subscription.  Lender and The Neptune  Society,  Inc.  shall have
executed and delivered a subscription  agreement  related to the issuance of the
Stock Loan Fee and the Warrant by The Neptune Society, Inc. to Lender.

          5.8 Reset Provisions.  Borrower, Guarantors and their affiliates shall
have satisfied their obligations,  to Lender's  satisfaction,  under the "reset"
provisions  of  the  Asset  Purchase   Agreement  dated  July  5,  2001  between
Acquisition,  Heritage,  Schroeder,  Ashe and Neptune (Section 2.2(i) and (ii)),
the Asset  Purchase  Agreement  dated  July 5, 2001  between  Acquisition,  CMC,
Schroeder, Ashe and Neptune (Section 2,2(i) and (ii)), the Agreement and Plan of
Merger dated July 5, 2000 between Acquisition, CMC, Wilhelm, Schroeder, Ashe and
Neptune (Sections  2.69(a)(i) and (ii)), the Apogee Non-Compete  Agreement dated
July 5, 2001 (Sections 6(i) and (ii)), the Schroeder Non-Compete Agreement dated
July 5,  2001  (Sections  6(i) and  (ii)),  and the Ashe  Employment/Non-Compete
Agreement dated July 5, 2001 (Sections 20(i) and (ii)).

     6. [Intentionally omitted.]

     7. Default; Remedies on Default.

          7.1 Event of Default. Unless waived in writing by Lender in the manner
described  in Section  8.1,  any of the  following  events shall be an "Event of
Default":

               (a) If Borrower shall apply the funds advanced under and pursuant
to this Agreement and the Note other than as permitted at Section 2.2;

               (b) If,  for any  payment  due under  the Note or any other  Loan
Document,  the  entire  amount  due  (including  principal,   interest  and  any
applicable premiums and late charges) is not paid when due;

               (c) If there  occurs a default  under any  other  Loan  Document,
under the Neptune Debenture or under the Forbearance Agreement that is not cured
within the applicable cure period, if any;

               (d) If any representation made herein, under any Loan Document or
under any other document or instrument delivered by Borrower or any Guarantor to
Lender in connection  herewith or pursuant  hereto,  or in  connection  with any
advance under the Note,  shall be false in any material respect when made, or if
any warranty made herein, under any Loan Document or under any other document or
instrument  delivered  by  Borrower  or any  Guarantor  to Lender in  connection
herewith or pursuant hereto, shall be breached in any material respect;

               (e) If any of the  following  should  occur:  (i) Borrower or any
Guarantor becomes insolvent,  makes a transfer in fraud to, or an assignment for
the benefit of, creditors,  or admits in writing its inability, or is unable, to
pay debts as they  become  due; or (ii) a  receiver,  custodian,  liquidator  or
trustee is appointed for all or  substantially  all of the assets of Borrower or
any  Guarantor,  or for any portion of  Borrower's or any  Guarantor's  accounts
receivable in any proceeding  brought by Borrower or any Guarantor,  or any such
receiver or trustee is appointed in any proceeding  brought against  Borrower or
any  Guarantor  or  any  portion  of  Borrower's  or  any



                                       12
<PAGE>

Guarantor's  accounts  receivable;  or (iii)  Borrower or any Guarantor  files a
petition for relief under the federal Bankruptcy Code, as amended,  or under any
similar  law or  statute of the United  States or any state  thereof;  or (iv) a
petition  against  Borrower or any Guarantor is filed  commencing an involuntary
case under any present or future Federal or state  bankruptcy or similar law and
such  petition is not  dismissed or  discharged  within 60 days from the date of
filing;  or  (v)  any  composition,   rearrangement,   liquidation,   extension,
reorganization or other relief of debtors now or hereafter existing is requested
by Borrower or any Guarantor;  or (vi) Borrower or any Guarantor is dissolved or
liquidated  or  all  or  substantially  all of the  assets  of  Borrower  or any
Guarantor are sold or otherwise transferred;

               (f) If Borrower shall fail to perform any other  obligation under
this  Agreement  within ten (10) days after  notice from Lender  specifying  the
nature of the failure or default  or, if the failure or default  cannot be cured
within ten (10) days,  failure  within  such time to  commence  and pursue  with
reasonable  diligence  curative action.  No notice of default and opportunity to
cure shall be  required  or given if during  the  preceding  three (3)  calendar
months Lender has sent a notice to Borrower  concerning a default in performance
of the same obligation; or

               (g) Any sale or transfer of the  Collateral  or of  interests  in
Borrower or any  Guarantor in breach of the  provisions of the Trust Deed or the
General Security Agreement.

          7.2 Lender's Remedies on Default.  Upon the occurrence of any Event of
Default,  in addition to  exercising  any remedy  available to Lender at law, in
equity or in any other Loan  Document,  and  without  impairing  any of Lender's
rights,  powers or  privileges  under  this  Agreement  or under any other  Loan
Document, Lender may do all or any of the following:

               (a) Accelerate the maturity of the Note and demand payment of the
principal  sums due  thereunder,  with interest and late charges,  whereupon the
same  shall  become  and  be  forthwith  due  and  payable,   without   protest,
presentment,  notice of dishonor,  demand or future  notice of any kind,  all of
which Borrower expressly waives;

               (b) Institute  appropriate  proceedings to  specifically  enforce
performance of this Agreement, the Trust Deed, the Guaranties, and/or any of the
other Loan Documents; or

               (c)  Exercise  any right or  remedy  granted  by the Trust  Deed,
General Security Agreement or any other Loan Document.

Any funds  expended by Lender in the  exercise  of its rights or remedies  under
this  Agreement  and the other  Loan  Documents  shall be  payable  to Lender on
demand,  together with interest at the default rate  applicable to the principal
balance of the Note from the date the funds were expended.

Lender may  exercise  its rights and remedies in any order or manner that Lender
may  determine  in its sole  discretion.  Regardless  of how  Lender  may  treat
payments  for the purpose of its own  accounting,  for the purpose of  computing
Borrower's  obligations  hereunder and under the Note,  payments and proceeds of
collateral  received  following an acceleration of the amounts payable under the
Loan  Documents  shall be applied,  first,  to the costs and expenses of Lender,
second,  to the  payment  of  accrued  and  unpaid  interest  due under the Loan
Documents to and including the date of such  application,  third, to the payment
of all unpaid principal amounts due under the Loan Documents, and fourth, to the
payment of all other  amounts  (including  fees) then owing to Lender  under the
Loan  Documents.  No application of payments will cure any Event of Default,  or
prevent acceleration,  or continued  acceleration,  of amounts payable under



                                       13
<PAGE>

the Loan Documents, or prevent the exercise, or continued exercise, of rights or
remedies of Lender hereunder or thereunder or at law or in equity.

     8. General Provisions.

          8.1  Integration.   This  Agreement,  together  with  the  other  Loan
Documents,  constitutes the entire  agreement of the parties with respect to the
Loan and supersedes all prior written or oral negotiations, letters of intent or
agreements with respect thereto.  In the event of conflict between the terms and
provisions  of this  Agreement  and any  other  Loan  Document,  the  terms  and
provisions of this Agreement shall control; provided, however, that if the terms
and conditions of the Note, Trust Deed or General  Security  Agreement impose on
Borrower  additional or more stringent  requirements than those set forth in the
other Loan  Documents,  such  terms and  conditions  of the Note,  Trust Deed or
General Security Agreement shall control. Borrower acknowledges that no agent of
Lender shall have any authority to make an oral modification,  consent,  waiver,
extension or amendment of this  Agreement or of any Loan  Document,  or to agree
orally to forebear from taking some action pursuant thereto,  and Borrower shall
not be  entitled  to rely  upon any such  oral  consent,  waiver,  modification,
agreement or statement, if made. Any extension, modification or amendment of the
Loan  Documents,  and any  consent or waiver  thereunder  or  thereto,  shall be
enforceable  against Lender only if in writing and only if signed by a corporate
officer or trustee of Lender. The Loan Documents,  and any instruments  referred
to therein or herein,  or executed  and  delivered  in  connection  therewith or
herewith, can only be modified or amended by a written document signed by Lender
and the other party or parties thereto.

          8.2  Attorneys'  Fees. If any attorney is engaged by Lender to enforce
or defend any provision of this Agreement or the other Loan  Documents,  or as a
consequence of any Default under the Loan Documents,  with or without the filing
of any legal action or proceeding, Borrower shall immediately pay to Lender upon
demand the amount of all  attorneys'  fees and  expenses  and costs  incurred by
Lender in connection therewith, including all trial and appellate proceedings in
any action, suit, bankruptcy or other proceeding, together with interest thereon
from  the  date of  such  demand  until  paid at the  default  rate of  interest
applicable to the principal balance of the Note as specified therein.

          8.3  Notices.  Notices  under this  Agreement  shall be in writing and
shall be effective when delivered.  Notices shall be deemed  delivered when sent
by facsimile transmission, provided that a copy of the notice is sent by Federal
Express within  twenty-four hours thereafter,  directed to the other parties (or
to the  party  required  to be  provided  with  such  notice)  at the  following
facsimile numbers and addresses:

          If to Borrower:           Wilhelm Mortuary, Inc.
                                    c/o Neptune Society of America, Inc.
                                    3500 W. Olive, Suite 1430
                                    Burbank, California 91505
                                    Fax:  (818) 953-9844
                                    Attn:  David Schroeder, President

          With a copy to:           Steven D. Adler, Esq.
                                    2130 NE Klickitat Street
                                    Portland, Oregon 97212
                                    Fax: (503) 282-5833



                                       14
<PAGE>

          With a copy to:           Randal Jones, Esq.
                                    1420 5th Avenue, Suite 3400
                                    Seattle, WA 98101
                                    Fax: (206) 903-8820


          If to Lender:             Green Leaf Investors I, LLC
                                    4444 Lakeside Drive, Suite 340
                                    Burbank, California 91505
                                    Phone:  (818) 840-1500
                                    Fax:  (818) 556-6994
                                    Attn:  Tom R. Camp, Esq.

          With a copy to:           Lane Powell Spears Lubersky LLP
                                    601 SW Second Avenue, Suite 2100
                                    Portland, Oregon 97204
                                    Fax: (503) 778-2200
                                    Attn: Jeffrey C. Wolfstone, Esq.

or to such other  address or number as the intended  addressee may have given to
the other  party in  writing  in the  manner  set  forth  above.  Such  notices,
requests,  demands and other  communications shall be deemed given when actually
received  or, if earlier,  (a) in the case of delivery by courier  service  with
guaranteed  next day delivery,  the next day or the day designated for delivery,
(b) in the case of certified  United  States mail,  three (3) days after deposit
therein,  or (c) in the case of fax, the date upon which the transmitting  party
received confirmation of receipt by fax, telephone or otherwise. No notice to or
demand on Borrower shall in any case, of itself,  entitle  Borrower to any other
or further notice or demand in similar or other circumstances.

          8.4 Governing Law. This Agreement  shall be governed by, and construed
and enforced in accordance with, the laws of the State of Oregon, without resort
to such State's choice of law rules.  Any  proceeding  related to this Agreement
shall be commenced or maintained only in the courts in Multnomah County, Oregon,
and the parties  hereto hereby  irrevocably  submit to the  jurisdiction  of any
state or federal court  sitting in Multnomah  County,  Oregon,  in any action or
proceeding  brought to enforce or  otherwise  arising out of or relating to this
Agreement,  and hereby  waive any  objection  to venue in any such court and any
claim that such forum is an inconvenient forum.

          8.5 Counterparts. This Agreement may be executed in counterparts, each
of which  shall be deemed an  original,  and all of which taken  together  shall
constitute one and the same agreement,  notwithstanding that one or more parties
may have signed a separate signature page..

          8.6 Survival of Representations,  Warranties and Covenants. All of the
representations,  warranties and covenants contained herein or in any statement,
certificate  or other  instrument  furnished  (or to be  furnished)  by Borrower
pursuant to this  Agreement  shall survive the Closing and shall not be affected
by any investigation,  verification or approval by Lender or by anyone on behalf
of Lender.



                                       15
<PAGE>

          8.7 Time of the Essence. Time is of the essence of this Agreement,  it
being  understood  that each date set forth herein,  and the  obligations of the
parties  to be  satisfied  by such  date,  have  been the  subject  of  specific
negotiation by the parties.

          8.8  Relationship of Parties.  The relationship of Borrower and Lender
under the Loan  Documents  is, and shall at all times  remain,  solely that of a
borrower  and  a  lender,   and  Lender  neither   undertakes  nor  assumes  any
responsibility  or duty to Borrower  or to any third  party with  respect to the
Collateral or any  improvements  thereon,  except as expressly  provided in this
Agreement and the other Loan Documents.

          8.9 Lender's  Agents.  Lender may  designate  an agent or  independent
contractor  to exercise any of Lender's  rights under this  Agreement and any of
the other Loan  Documents.  Any reference to Lender in any of the Loan Documents
shall  include for such purposes  Lender's  agents,  employees  and  independent
contractors.

          8.10  Waiver  of Right to Jury  Trial.  EACH  PARTY TO THIS  AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,  ACTION
OR CAUSE OF ACTION  (a)  ARISING  UNDER THE LOAN  DOCUMENTS,  INCLUDING  WITHOUT
LIMITATION  ANY  PRESENT  OR  FUTURE  MODIFICATION  THEREOF  OR (b)  IN ANY  WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR
ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH,  OR THE TRANSACTIONS  RELATED HERETO OR THERETO,  IN EACH CASE WHETHER
SUCH  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION IS NOW  EXISTING  OR  HEREAFTER
ARISING,  AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE;  AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN  EVIDENCE OF THE
CONSENT OF THE PARTIES TO THE WAIVER OF ANY RIGHT THEY MIGHT  OTHERWISE  HAVE TO
TRIAL BY JURY.

          8.11 Severability. If any provision or obligation under this Agreement
or the  other  Loan  Documents  shall  be  determined  by a court  of  competent
jurisdiction to be invalid,  illegal or  unenforceable,  that provision shall be
deemed  severed  from  the  Loan  Documents  and  the  validity,   legality  and
enforceability  of the remaining  provisions or obligations shall remain in full
force and effect as though the invalid,  illegal or unenforceable  provision had
never been a part of the Loan Documents,  provided, however, that if the rate of
interest or any other  amount  payable  under the Note or this  Agreement or any
other Loan Document, or the right of collectibility  therefore,  are declared to
be or become invalid,  illegal or  unenforceable,  Lender's  obligations to make
advances under the Loan Documents shall not be enforceable by Borrower.

          8.12 Statutory Notice. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND
COMMITMENTS  MADE BY A LENDER AFTER OCTOBER 3, 1989  CONCERNING  LOANS AND OTHER
CREDIT  EXTENSIONS WHICH ARE NOT FOR PERSONAL,  FAMILY OR HOUSEHOLD  PURPOSES OR
SECURED  SOLELY  BY  THE  BORROWER'S  RESIDENCE  MUST  BE  IN  WRITING,  EXPRESS
CONSIDERATION  AND  BE  SIGNED  BY  THE  LENDER  TO  BE  ENFORCEABLE.   BORROWER
ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT.



                                       16
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Loan Agreement on
and as of the day and year first above written.


LENDER:                            GREEN LEAF INVESTORS I, LLC
                                   a California limited liability company

                                   By:  The Apogee Management Company, Inc.,
                                        a California corporation, Manager


                                        By: [Illegible]

                                        Its: [Illegible]


BORROWER:                          WILHELM MORTUARY, INC.,
                                   an Oregon corporation


                                        By: [Illegible]

                                        Its: [Illegible]





                                       17
<PAGE>



                               Disclosure Schedule