EXHIBIT 10.33



                                    GUARANTY
                           (The Neptune Society, Inc.)

     THIS GUARANTY  ("Guaranty")  is made and entered into as of August 8, 2001,
by THE NEPTUNE SOCIETY,  INC., a Florida  corporation,  whose address is 3500 W.
Olive,  Suite 1430,  Burbank,  California  91505  ("Guarantor"),  to and for the
benefit of GREEN LEAF INVESTORS I, LLC, a California  limited  liability company
("Lender"), whose address is 4444 Lakeside Drive, Suite 340, Burbank, California
91505.

                                    Recitals

     A. WILHELM MORTUARY, INC., an Oregon corporation ("Borrower"),  has applied
to Lender for a loan in the maximum principal sum of  $1,575,000.00,  to be made
pursuant to a Loan Agreement of even date herewith  between  Borrower and Lender
(the "Loan  Agreement")  and to be evidenced by that certain  Promissory Note of
even date  herewith  made by  Borrower  and  payable to the order of Lender (the
"Note").  As used herein, the term "Loan Documents" shall have the meaning given
that term in the Loan Agreement.

     B. To induce  Lender to extend  the loan to  Borrower,  and as a  condition
precedent to the lending of funds thereunder, Lender has required that Guarantor
and Neptune Society of America, Inc. (collectively,  the "Guarantors") guarantee
the payment of principal,  interest and any other amounts payable under the Note
and other Loan Documents or any of them, and the  performance by Borrower of all
of the covenants on Borrower's part to be performed and observed pursuant to the
provisions thereof, as more particularly provided in this Guaranty.

     NOW, THEREFORE,  in consideration of Lender providing the loan to Borrower,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which is hereby acknowledged, Guarantor:

     1. Guaranty.  Unconditionally,  irrevocably  and  absolutely  guarantees to
Lender (a) Borrower's full and punctual payment (and not just the collection) of
all sums  payable  under the Note and other Loan  Documents  including,  without
limitation,  the  principal  of the  Note and all  interest,  late  charges  and
prepayment  premiums,  as and when the same  become due  thereunder,  whether at
maturity, in connection with a voluntary or involuntary prepayment of principal,
or otherwise,  and (b) Borrower's  full,  punctual and faithful  performance and
observance of all of Borrower's  duties and  obligations  pursuant to the terms,
covenants and conditions of the Loan Documents,  including,  without  limitation
Borrower's  indemnity and defense obligations (the obligations  described in (a)
and (b) together, the "Guaranteed Obligations").

     2. Absolute and Unconditional Obligation. Agrees that if for any reason any
duty,  agreement or obligation of Borrower  contained in the Note or in the Loan
Documents  shall not be  performed  or observed by  Borrower,  or if any amounts
payable under or in connection  with the Note or the Loan Documents shall not be
paid promptly when due and payable, Guarantor shall promptly perform or cause to
be performed each of such duties,  agreements and obligations and will forthwith
pay such  amounts to Lender,  whether or not (a) such  amounts  are  absolute or
contingent, liquidated or unliquidated, determined or undetermined, (b) Borrower
may be liable  jointly with others,  (c) recovery may be or hereafter may become
barred  by  any  statute  of   limitation,   or  may   otherwise  be  or  become
unenforceable,  (d)  there  exists  any  defense,  setoff or  counterclaim  that
Borrower or Guarantor may have or assert,  or (e) Lender or anyone on its behalf
shall have instituted any suit, action or proceeding,  or taken any other steps,
to enforce any rights  against  Borrower,  any other person or any collateral at
any time securing the Note, to compel any such



<PAGE>

performance or to collect all or part of any such amounts either pursuant to the
provisions of the Note or to rights accorded at law or in equity.

     3. Warranties and Representations.  Except as is otherwise disclosed in the
Disclosure Schedule attached to this Agreement,  Guarantor 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 any  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. Guarantor
is in good standing in the State of Florida.

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

          3.3 Other  Obligations.  Except  with  respect to the debt that is the
subject of the Forbearance  Agreement,  neither Borrower nor any Guarantor is in
material default under any instruments or obligations  relating to Borrower's or
any Guarantor's  business or assets. No party has asserted any material claim or
default relating to any of Borrower's or any Guarantor'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 or any Guarantor is a party or by which Borrower or any Guarantor
may be bound or  affected,  and do not and will not  violate or  contravene  any
material  laws to which  Borrower or any  Guarantor 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 and each Guarantor have 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 or each Guarantor
, 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 or each  Guarantor's
business,  finances or  operations.  Neither  Borrower nor any Guarantor has any
basis for additional  assessment  with regard to any such tax.  Borrower has not
and each  Guarantor  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 or each
Guarantor that has not been settled or resolved.

          3.5 Consents and Governmental Approvals.  The execution,  delivery and
performance by Borrower and each Guarantor 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 or any Guarantor .



                                       2
<PAGE>

          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  Guarantor'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
Guarantor'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 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  Guarantor,  there is no fact
concerning  Borrower or any of the Guarantors that Borrower or any Guarantor 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 or any Guarantor 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 or  Guarantor's
Financial  Statements  there has not  been,  with  respect  to  Borrower  or any
Guarantor:

               (a) Any material  adverse change in its financial  condition from
that shown on Borrower's or any Guarantor'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;



                                       3
<PAGE>

               (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
Guarantor'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 Guarantor'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.

          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. Neither Borrower nor any Guarantor has, 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 Guarantor.  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,  Guarantor  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
Guaranty, the Trust Deed, or any other Loan Document remains to be performed:

          4.1 Financial Statements. Borrower and each Guarantor 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 and each Guarantor , prepared by
Borrower and each Guarantor and certified by its manager(s) or officers.

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

          4.3 Compliance  With Laws.  Borrower and each  Guarantor  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 and each Guarantor,
except



                                       4
<PAGE>

that Borrower and each Guarantor  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.  Guarantor
shall  promptly  and fully  comply  with,  and  shall  cause  the  Borrower  and
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.  Guarantor shall pay, or shall ensure
that  the  following  are  paid,  before  they  become  delinquent:  all  taxes,
assessments  and  governmental  charges  or levies  imposed  upon  Guarantor  or
Borrower or upon the assets of Guarantor or 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.  Guarantor  shall  permit  and shall  cause
Borrower and each other 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 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 and each  Guarantor
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  Guarantor  and
Borrower,  such litigation  otherwise is material to obligations of Guarantor or
Borrower  hereunder.  Thereafter,  Guarantor  and  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. [subject to review]

          4.9  Misrepresentations.  Neither Borrower nor any Guarantor shall not
knowingly make to Lender,  and neither Borrower nor any Guarantor Borrower shall
not knowingly furnish to Lender any certificate or other document that contains,
any untrue  statement of a material  fact,  nor shall  Borrower or any Guarantor
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.  Guarantor and 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 and Guarantor are taking or propose to
take with respect thereto.



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<PAGE>

          4.11 Loan Costs and  Expenses.  Borrower  and  Guarantor  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  Guarantor  is
obligated  to  perform  under  this  Agreement,  or under any of the other  Loan
Documents,  Guarantor 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 Guaranty 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
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.  Guarantor  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 or any Guarantor  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 Guarantor,  or any
agent,  servant,  employee or  licensee of any of them,  of any of the terms and
provisions of this Agreement or any of the other Loan Documents.

Upon demand by Lender,  Guarantor 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  Guarantor;  provided,
however,  that Guarantor will be entitled to participate in such defense. In any
event,  Guarantor 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).



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<PAGE>

No compromise or settlement of any claims or proceedings  may be effected by the
Lender without the Guarantor'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 Guarantor,  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.  Guarantor  shall, and shall cause
Borrower and each other Guarantor, to:

               (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;

               (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.



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<PAGE>

     5.  Primary  Nature of  Guaranty.  Agrees that the  liability  of Guarantor
hereunder is present, absolute,  unconditional,  continuing, primary, direct and
independent  of the  obligations  of  Borrower.  Lender shall not be required to
pursue or exhaust  any other  remedies  before  invoking  the  benefits  of this
Guaranty,  including,  without  limitation,  recourse to property covered by the
Loan  Documents,  by foreclosure or otherwise.  Nothing herein  contained  shall
prevent  Lender,  however,  from  suing on the Note with or  without  making the
Guarantor  a party to the suit,  from  foreclosing  the Loan  Documents  or from
exercising any other rights thereunder,  and if such suit,  foreclosure or other
remedy is availed of, only the net proceeds  therefrom,  after  deduction of all
charges and  expenses of every kind and nature  whatsoever,  shall be applied in
reduction  of the amount due on the Note and in the other  Loan  Documents,  and
Lender shall not be required to institute  or prosecute  proceedings  to recover
any deficiency as a condition of payment hereunder or enforcement hereof. At any
sale of the collateral covered by the Loan Documents,  whether by foreclosure or
otherwise,  Lender  may at its  discretion  purchase  all or any  part  of  such
collateral so sold or offered for sale for its own account and may apply against
the amount bid  therefor  an equal  amount out of the balance due it pursuant to
the terms of the Loan Documents.

     6.  Continuing  Nature of Guaranty.  Agrees that the liability of Guarantor
shall remain and continue in full force and effect notwithstanding:

          6.1 the nonliability of Borrower or any other guarantor for any reason
whatsoever for the payment and performance of the Guaranteed  Obligations or any
part thereof;

          6.2  any  fluctuation  that  may  occur  in the  aggregate  amount  of
Guaranteed   Obligations,   including  periodic  reductions  in  the  amount  of
indebtedness to zero dollars ($0.00);

          6.3 the voluntary or involuntary liquidation, dissolution, sale of all
or substantially all of the property described in the Loan Documents, marshaling
of assets and liabilities,  receivership, insolvency, bankruptcy, assignment for
the  benefit  of  creditors,   reorganization,   arrangement,   composition   or
readjustment  of, or any  similar  proceeding  affecting  Borrower or any of its
assets;

          6.4 the release of Borrower or any other guarantor from the observance
of any of the agreements,  covenants,  terms or conditions contained in the Note
and/or Loan Documents by operation of law or otherwise; or

          6.5 any defenses or rights of set-off or counter  claims that Borrower
may have or assert.

     7.  Certain  Rights of Lender.  Agrees that Lender may at any time and from
time to time,  with or without  consideration,  without  prejudice  to any claim
against  Guarantor  hereunder,   without  in  any  way  changing,  releasing  or
discharging Guarantor from its liabilities and obligations hereunder and without
notice to or the consent of Guarantor:

          7.1 exchange, substitute,  release, realize on or surrender all or any
part of the security that Lender may at any time hold;

          7.2 sell all or any part of the  security  and  become  the  purchaser
thereof at any such sale;



                                       8
<PAGE>

          7.3  settle or  compromise  with the  Borrower,  or any  other  person
primarily or secondarily liable with the Borrower, the Guaranteed Obligations or
any renewal or extension thereof;

          7.4 renew,  rearrange  or extend the time,  manner,  place or terms of
payment  and  performance  of  the  Guaranteed  Obligations  or any  renewal  or
extension thereof;

          7.5  supplement,  change,  amend,  substitute,  modify  or  alter  the
Guaranteed Obligations, the Note or the Loan Documents;

          7.6 waive or consent to any default in, or departure  from, the terms,
covenants and conditions of the Note or Loan Documents, or otherwise forebear or
exercise indulgence with respect thereto; and

          7.7 take other guarantees,  collateral or security with respect to the
Guaranteed Obligations.

     8. Waivers by Guarantor. Waives:

          8.1 any right to require  Lender to (i) proceed  against the Borrower,
(ii) proceed against,  exhaust or participate in any security held by Lender for
the payment and performance of the Guaranteed  Obligations,  or (iii) pursue any
other remedy that Lender has or to which it may be entitled;

          8.2 any right of  subrogation,  reimbursement  or  participation  that
Guarantor  has or to  which  Guarantor  may be  entitled,  and  any  right  that
Guarantor has or to which Guarantor may be entitled in and to the benefit of any
security  that  Lender may at any time hold in  connection  with the  Guaranteed
Obligations,  until the Guaranteed  Obligations  have been paid and performed in
full to Lender; provided, however, that to the extent that a waiver of rights of
subrogation,  reimbursement  and  contribution are found by a court of competent
jurisdiction  to be void or voidable for any reason,  Guarantor  agrees that its
rights of subrogation and  reimbursement  against  Borrower or the collateral or
security,  and Guarantor's  right of contribution  against another  guarantor or
pledgor,  shall be junior and  subordinate to Lender's rights against such other
guarantor or pledgor;

          8.3 notice of the acceptance of this Guaranty and presentment, demand,
protest and notice of protest, nonpayment, default or dishonor of the Guaranteed
Obligations or any renewal or extension thereof; and

          8.4 diligence on the part of Lender in the  collection of the monetary
sums included in the Guaranteed  Obligations,  notice of intention to accelerate
the  maturity  of any of the  Guaranteed  Obligations,  notice of the failure of
Borrower to pay or perform all or any of the Guaranteed  Obligations in a timely
manner and  diligence on the part of Lender in  preserving  the liability of any
person on any of the Guaranteed Obligations.

     9. No Waiver  by  Lender or Other  Release  of  Guarantor.  Agrees  that no
failure,  omission  or delay on the part of  Lender  in  exercising  any  rights
hereunder or in taking any action to collect or enforce  payment or  performance
of the Guaranteed  Obligations or in enforcing  observance or performance of any
agreement,  covenant,  term or condition  to be performed or observed  under the
Note or Loan  Documents,  either against the Borrower or any other person liable
therefore,  shall  operate  as a  waiver  of any  such  right  or in any  manner
prejudice  the  rights  of  Lender  against  Guarantor.   Without  limiting  the
generality of the  foregoing,  Guarantor's  obligations  hereunder  shall not be
affected  by  (a)  any  defect  in the  genuineness,  validity,  regularity,  or
enforceability  of the  Note or the  indebtedness  evidenced  thereby,  the Loan
Documents or other related  instrument,  document,  obligation,  transaction  or
matter (the



                                       9
<PAGE>

"Related  Matters"),  (b) any action,  delay or failure to take action by Lender
under or with respect to the Note,  the Loan  Documents or any Related  Matters,
(c) the occurrence of any event of default under the Note or Loan Documents, (d)
any sale or other  disposition  of all or  substantially  all of the  assets  of
Borrower or any merger, consolidation or amalgamation to which Borrower may be a
party,  whether with or without Lender's consent, (e) any assignment or transfer
in whole or in part of the Note,  whether with or without  notice to  Guarantor,
(f) any future dealings between Borrower and Lender  (including  future loans or
extensions of credit,  secured or unsecured),  (g) the  bankruptcy,  insolvency,
reorganization  or other  debtor's  relief  afforded  Borrower  pursuant  to the
present  or future  provisions  of the  Bankruptcy  Code or any  other  state or
federal  statute  or by the  decision  of any  court,  or (h) any other  matter,
whether similar or dissimilar to the foregoing.

     10.   Subordination.   Guarantor   subordinates   all  present  and  future
indebtedness owing by Borrower to Guarantor to the obligations at any time owing
by Borrower  to Lender  under the Note and the other Loan  Documents.  Guarantor
assigns all such indebtedness to Lender as security for this Guaranty,  the Note
and the  other  Loan  Documents.  Guarantor  agrees  to make no  claim  for such
indebtedness until all obligations of Borrower under the Note and the other Loan
Documents have been fully and indefeasibly discharged.  Guarantor further agrees
not to assign all or any part of such indebtedness  unless Lender is given prior
notice  and such  assignment  is  expressly  made  subject  to the terms of this
Guaranty.   If  Lender  so  requests,   (a)  all  instruments   evidencing  such
indebtedness  shall be duly endorsed and  delivered to Lender,  (b) all security
for such indebtedness  shall be duly assigned and delivered to Lender,  (c) such
indebtedness  shall be enforced,  collected and held by Guarantor as trustee for
Lender  and  shall be paid over to Lender  on  account  of the Loan but  without
reducing or affecting in any manner the  liability of Guarantor  under the other
provisions of this Guaranty,  and (d) Guarantor  shall execute,  file and record
such  documents  and  instruments  and take such  other  action as Lender  deems
necessary or appropriate to perfect, preserve and enforce Lender's rights in and
to such indebtedness and any security therefor.  If Guarantor fails to take such
action, Lender, as attorney-in-fact for Guarantor, is hereby authorized to do so
in the name of  Guarantor.  The  foregoing  power of attorney is coupled with an
interest and cannot be revoked.

     11. Bankruptcy of Borrower.  In any bankruptcy or other proceeding in which
the filing of claims is required by law,  Guarantor  shall file all claims which
Guarantor may have against Borrower  relating to any indebtedness of Borrower to
Guarantor  and shall  assign to Lender all rights of  Guarantor  thereunder.  If
Guarantor  does not  file  any  such  claim,  Lender,  as  attorney-in-fact  for
Guarantor,  is  hereby  authorized  to do so in the  name of  Guarantor  or,  in
Lender's  discretion,  to assign  the claim to a nominee  and to cause  proof of
claim to be  filed  in the name of  Lender's  nominee.  The  foregoing  power of
attorney  is  coupled  with an  interest  and cannot be  revoked.  Lender or its
nominee shall have the right, in its reasonable discretion,  to accept or reject
any plan proposed in such  proceeding and to take any other action which a party
filing a claim is entitle to do. In all such cases,  whether in  administration,
bankruptcy  or  otherwise,  the person or persons  authorized  to pay such claim
shall pay to Lender the amount  payable  on such claim and,  to the full  extent
necessary  for  that  purpose,   Guarantor  hereby  assigns  to  Lender  all  of
Guarantor's  rights to any such payments or  distributions;  provided,  however,
Guarantor's  obligations  hereunder shall not be satisfied  except to the extent
that Lender  receives  cash by reason of any such  payment or  distribution.  If
Lender  receives  anything  hereunder other than cash, the same shall be held as
collateral  for  amounts due under this  Guaranty.  If all or any portion of the
obligations  guaranteed  hereunder are paid or  performed,  the  obligations  of
Guarantor  hereunder shall continue and shall remain in full force and effect in
the event  that all or any part of such  payment  or  performance  is avoided or
recovered  directly  or  indirectly  from  Lender  as a  preference,  fraudulent
transfer  or  otherwise  under  the  Bankruptcy  Code  or  other  similar  laws,
irrespective  of (a) any notice of revocation  given by Guarantor  prior to such
avoidance  or  recovery,  or (b)  full  payment  and  performance  of all of the
indebtedness and obligations evidenced and secured by the Loan Documents.



                                       10
<PAGE>

     12.  Attorneys'  Fees.  Agrees  to pay all costs of  collection,  including
reasonable  attorneys'  fees and all costs of suit, if (a) the unpaid  principal
sum of the Note, or payment of any amount due thereunder,  is not paid when due,
(b) it  becomes  necessary  to protect  the  security  for the Note,  (c) Lender
forecloses  on the property  covered by the Loan  Documents,  (d) Lender is made
party to any litigation  because of the existence of the indebtedness  evidenced
by the Note (including any action or proceeding in a U.S.  Bankruptcy Court), or
(e) Lender is  required to place this  Guaranty in the hands of an attorney  for
enforcement.  Guarantor  shall  reimburse  Lender for all  expenses  incurred in
connection with any of the foregoing, including reasonable attorney's fees, even
though no suit or action is filed hereon,  on the Note or on the Loan Documents.
If a suit or action is filed,  however,  the amount of attorneys'  fees shall be
fixed by the court or courts in which the suit or action,  including  any appeal
thereof, is tried, heard or decided.

     13.  Financial  Statements.  Agrees if the Note is in default to furnish to
Lender,  promptly  upon request and annually  thereafter  (not later than ninety
(90) days after the close of  Guarantor's  fiscal year),  Guarantor's  financial
statements  as at the end of the most recent  fiscal  year,  signed and dated by
Guarantor and detailing the income, assets and liabilities of Guarantor, in form
and substance satisfactory to Lender, all in reasonable detail.

     14. Deeds of Trust on Real  Property.  In the event that all or any part of
the Guaranteed Obligations is at any time secured by a deed of trust or deeds of
trust  encumbering  interests in real property in which Guarantor may or may not
have an interest,  Guarantor authorizes Lender, at Lender's sole option, without
notice or demand and without affecting the liability of Guarantor hereunder,  to
foreclose  any or all of such deeds of trust by  judicial or  nonjudicial  sale.
Guarantor  expressly waives any defense to the recovery by Lender from Guarantor
of any deficiency after a nonjudicial  sale,  including  without  limitation any
defense  arising as a result of any  election of remedies by Lender which limits
or destroys  Guarantor's  subrogation  rights or  Guarantor's  rights to proceed
against Borrower for reimbursement (including without limitation any election by
Lender to exercise its rights under the power of sale in any mortgage or deed of
trust  and any  consequential  loss by  Guarantor  of the right to  recover  any
deficiency from  Borrower).  Guarantor  waives all suretyship  defenses it would
otherwise have under Oregon law or the laws of any other state. Guarantor waives
any right to receive notice of any judicial or  nonjudicial  sale or foreclosure
of any real property,  and the failure of Guarantor to receive such notice shall
not impair or affect Guarantor's liability hereunder.

     15. Multiple Guarantors. Agrees that, if there is more than one Guarantor:

          15.1 The obligations,  covenants,  warranties and  representations  of
each Guarantor shall be joint and several;

          15.2 The granting of a written release of liability  hereunder of less
than all of the  Guarantors  shall be effective  with  respect to the  liability
hereunder of only those specifically so released, but shall in no way affect the
liability hereunder of any Guarantor not so released; and

          15.3 Each  Guarantor  waives  any right to  require  Lender to proceed
against any other Guarantor.

     Any prior or  subsequent  guaranty  to Lender  shall not be deemed to be in
lieu of or to supersede or terminate  this Guaranty but shall be construed as an
additional  or  supplementary   guaranty  unless  otherwise  expressly  provided
therein.

     16.  General. Agrees that:



                                       11
<PAGE>

          16.1  Governing Law. This Guaranty 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 Guaranty
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
Guaranty,  and  hereby  waive any  objection  to venue in any such court and any
claim that such forum is an inconvenient forum.

          16.2  Successors  and Assigns.  If  Guarantor  is a natural  person or
persons,  this  Guaranty  shall not be  discharged or in any way affected by the
death of Guarantor  (or any one of them if  Guarantor  consists of more than one
natural  person).  This Guaranty  shall be binding upon Guarantor and the heirs,
successors  and legal  representatives  of  Guarantor,  and  shall  inure to the
benefit  of  Lender  and its  successors,  assigns  and  legal  representatives.
Guarantor may not assign its rights or delegate its duties under this Guarantee.
Lender's  transfer  or  assignment  of the Note shall  operate as a transfer  or
assignment  to the  transferee  or assignee of this  Guaranty and all rights and
privileges  hereunder.  All  references  herein  to  Lender  shall  include  any
subsequent owner and/or holder of the Note or any interest therein.

          16.3 Cumulative Remedies. Lender's rights, remedies and recourse under
the Note,  the Loan  Documents or this Guaranty are separate and  cumulative and
may be pursued separately,  successively or concurrently,  are non-exclusive and
the exercise of any one or more of them shall in no way limit or  prejudice  any
other  legal or  equitable  right,  remedy or  recourse  to which  Lender may be
entitled.

          16.4 Gender and Number. Whenever the context so requires the masculine
gender shall include the feminine  and/or  neuter and the singular  number shall
include the plural and conversely in each case.

          16.5  Modifications.  No provision hereof shall be modified or limited
by course of conduct, usage of trade, by the law merchant or in any other manner
except by a written agreement expressly referring hereto and to the provision so
modified or limited and signed by Guarantor and Lender.

          16.6 Severability. In case any one or more of the provisions contained
in this  Guaranty  shall  for any  reason  be held  to be  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall  not  affect  any  other  provision  hereof,  and this  Guaranty  shall be
construed as if such invalid,  illegal or unenforceable provision had never been
contained herein.

          16.7 Notices.  Notices to Guarantor  under this  Guaranty  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 Guarantor at
the following facsimile name and address:

                            The Neptune Society, Inc.
                            3500 W. Olive, Suite 1430
                            Burbank, California 91505
                            Phone: (818) 953-9995
                            Facsimile (818) 953-9844
                            Attn: David Schroeder



                                       12
<PAGE>

     IN WITNESS WHEREOF,  Guarantor has executed this Guaranty as of the day and
year first above written.




GUARANTOR:                             THE NEPTUNE SOCIETY, INC., a Florida
                                         corporation


                                       By:  [Illegible]

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




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