EXHIBIT 10.61




                               AMENDMENT AGREEMENT

     This  Amendment  Agreement  by and  between The Neptune  Society,  Inc.,  a
Florida  corporation  ("Neptune"),  CapEx, L.P., a Delaware limited  partnership
("CapEx"),  Bow  River  Capital  Fund,  LP and Bow  River  Capital  Fund II,  LP
(together the "Bow River  Entities",  the  purchasers of D.H.  Blair  Investment
Banking Corp.'s, a New York corporation ("DHB"), securities which are referenced
below) is effective the 18th day of February, 2004.

                              EXPLANATORY STATEMENT

     A. Neptune,  CapEx and DHB entered into that certain Debenture Purchase and
Amendment  Agreement  between  Neptune,  CapEx, and DHB dated July 31, 2003 (the
"Debenture  Agreement"),  pursuant  to which  Neptune  issued (i) an Amended and
Restated  Debenture No. 1 dated July 31, 2003 payable to the order of CapEx (the
"CapEx  Debenture") and a Warrant to Purchase  1,000,000  Shares of Common Stock
(the "CapEx  Warrant"),  and (ii) an Amended and Restated  Debenture No. 2 dated
July 31,  2003  payable  to the order of DHB and a Warrant to  Purchase  666,667
Shares of Common  Stock both of which  were  subsequently  purchased  by the Bow
River Entities under a Securities  Purchase  Agreement with an effective date of
January 30, 2004  (hereinafter  referred to as the Bow River Entities  Debenture
and the Bow River Entities Warrant, respectively).

     B. The parties wish to amend the CapEx Debenture and the Bow River Entities
Debenture as set forth below.

                                    AGREEMENT

     IN CONSIDERATION of the presents and other good and valuable consideration,
the receipt and sufficiency of which are hereby  acknowledged,  Neptune,  CapEx,
and DHB agree as follows:

     1. On or before  February 25, 2004,  Neptune  shall tender to CapEx (on its
behalf and for the benefit of the Bow River Entities) the sum of One Million One
Hundred  Sixty  Thousand  Dollars  ($1,160,000.00)  by  wire  transfer  to  such
financial  account  as  specified  by  CapEx in  writing  (the  "Payment"),  for
pre-payment of principal in the amount of One Million Eighty-five  Thousand Four
Hundred  Forty and 40/100  Dollars  ($1,085,440.40)  of the CapEx  Debenture and
Seventy-four  Thousand,  Five Hundred Fifty Nine and 60/100  ($74,559.60) of the
Bow River Entities Debenture.

     2. If and ONLY IF the Payment is  tendered  to CapEx on or before  February
25, 2004, then:

          (a)  Neptune  shall be deemed to have paid and  satisfied  in full the
July 31, 2004  periodic  lump payment in the amount of $750,000,  as required by
Section 2.2 of the CapEx Debenture and the Bow River Entities Debenture;

          (b)  Neptune  shall be deemed to have paid and  satisfied  in full the
excess cash flow payments, as required by Section 2.3 of the CapEx Debenture and
the Bow River  Entities  Debenture,  for each quarter of calendar year 2004, and
CapEx and the Bow River Entities  shall not require any  additional  excess cash
flow payments for the year 2004.

    3. Section 2.4(c) of the CapEx Debenture and Section 2.4(c) of the Bow River
Entities Debenture are hereby deleted in their entirety and each replaced with
the following:



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<PAGE>

          (c) third,  pro rata to CapEx and the Bow River Entities (based on the
outstanding  balances of their respective Amended and Restated Debentures) until
the Amended and Restated Debentures have been paid in full.

     4.  Section  2.4(d) of the CapEx  Debenture  and Section  2.4(d) of the Bow
River Entities Debenture are hereby deleted in their entirety.

     5. In all other respects, the Debenture Agreement,  the CapEx Debenture and
the Bow River Entities Debenture are hereby ratified and confirmed.

     6.  Each of CapEx and the Bow  River  Entities  will  deliver  an  estoppel
certificate  affirming the principal  balance of their respective  debentures in
substantially the forms attached hereto as Exhibit A and B, respectively.

     This Amendment Agreement may be executed in one or more counterparts,  each
of which shall constitute an original and all of which shall together constitute
one instrument.  Any counterpart may be executed and delivered through facsimile
transmission.

     IN WITNESS WHEREOF,  the undersigned have executed this Amendment effective
as of the date first above written regardless of the actual date of signing.

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


COMPANY:

THE NEPTUNE SOCIETY, INC.

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


HOLDERS:


CAPEX, L.P.                                 BOW RIVER CAPITAL FUND, LP AND
                                            BOW RIVER CAPITAL FUND II, LP

By:  RBP, LLC, its General Partner          By: Bow River Capital Partners, LLC,
                                                its General Partner

By:                                          By:
    ------------------------------                 -----------------------------
    Jackie M. Hawkey                               Bernard C. Darre
    Authorized Representative                      Manager



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<PAGE>


                                 ACKNOWLEDGEMENT

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

NEPTUNE SOCIETY OF AMERICA, INC.           NEPTUNE MANAGEMENT CORP.

By:                                        By:
    -------------------------------              -------------------------------
Print Name:                                Print Name:
            -----------------------                     ------------------------
Title:                                     Title:
            -----------------------                 ----------------------------


HERITAGE ALTERNATIVES, INC.

By:
    -------------------------------
Print Name:
            -----------------------
Title:
            -----------------------



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

                                           TRIDENT SOCIETY, INC.

                                           By:
                                                --------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
-----------------------                           ------------------------------




<PAGE>


                                    Exhibit A

                              ESTOPPEL CERTIFICATE
                                  (CapEx, L.P.)


     The undersigned,  holding an Amended and Restated Debenture in the original
principal  amount of  $5,029,344.00  dated July 31,  2003,  made by The  Neptune
Society,  Inc.,  a  Florida  corporation  ("Neptune  Society"),  payable  to the
Undersigned, does certify as follows:

                                   SECTION ONE

                           DESCRIPTION OF INSTRUMENTS

     1.   The  Undersigned  is the holder of that  certain  Amended and Restated
          Debenture in the original principal amount of $5,029,344.00 dated July
          31, 2003, made by Neptune  Society,  payable to the  Undersigned  (the
          "Debenture").

     2.   The Undersigned,  Neptune Society,  Bow River Capital Fund, LP and Bow
          River  Capital  Fund II, LP are parties  that that  certain  Amendment
          Agreement  dated  effective  as of February  18, 2004 (the  "Amendment
          Agreement").

                                   SECTION TWO

                                PRINCIPAL BALANCE

The undersigned  acknowledges  that the Neptune Society has made certain monthly
interest and  principal  payments  when due under the  Debenture and a principal
payment  in the  amount  of  $1,085,440.40  under  the  terms  of the  Amendment
Agreement,  and hereby  acknowledges that the principal balance of the Debenture
is $3,417,504.60 as of the date hereof.

                                  SECTION THREE

                              DEFENSES OR DEFAULTS

As of the date  hereof,  there are  currently  no  defenses  or  defaults to the
Debenture so far as the undersigned is concerned.

     The undersigned has executed this certificate on February ___, 2004.

                                   CapEx, L.P., a Delaware limited partnership


                                   By:
                                        ----------------------------------------
                                   Its:
                                        ---------------------------------------


<PAGE>


                                    Exhibit B

                              ESTOPPEL CERTIFICATE
         (Bow River Capital Fund, LP and Bow River Capital Fund II, LP)


     The undersigned,  holding an Amended and Restated Debenture in the original
principal  amount of  $2,352,896.00  dated July 31,  2003,  made by The  Neptune
Society, Inc., a Florida corporation ("Neptune Society"),  payable to D.H. Blair
Investment  Banking Corp.  and  transferred  to the  Undersigned,  do certify as
follows:

                                   SECTION ONE

                           DESCRIPTION OF INSTRUMENTS

     3.   The  Undersigned  are the holders of that certain Amended and Restated
          Debenture in the original principal amount of $2,352,896.00 dated July
          31, 2003, made by Neptune  Society,  payable to D.H. Blair  Investment
          Banking Corp. and transferred to the Undersigned (the "Debenture").

     4.   The Undersigned, Neptune Society and CapEx, L.P. are parties that that
          certain  Amendment  Agreement  dated effective as of February 18, 2004
          (the "Amendment Agreement").

                                   SECTION TWO

                                PRINCIPAL BALANCE

The  undersigned  acknowledge  that the Neptune Society has made certain monthly
interest  payments when due under the  Debenture and a principal  payment in the
amount of  $74,559.60  under the terms of the  Amendment  Agreement,  and hereby
acknowledge  that the principal  balance of the Debenture is $2,278,336.40 as of
the date hereof.

                                  SECTION THREE

                              DEFENSES OR DEFAULTS

As of the date  hereof,  there are  currently  no  defenses  or  defaults to the
Debenture so far as the undersigned are concerned.

     The undersigned have executed this certificate on February ___, 2004.

Bow River Capital Fund, LP               Bow River Capital Fund II, LP


By:                                      By:
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Its:                                     Its:
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