EXHIBIT 10.54




                             THE NEPTUNE SOCIETY, INC.           Debenture No. 1
                              A Florida Corporation

                         AMENDED AND RESTATED DEBENTURE


THE SECURITIES  REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933 (THE "ACT") OR  APPLICABLE  STATE  SECURITIES  LAWS (THE
"STATE  ACTS"),  AND  SHALL  NOT BE SOLD,  PLEDGED,  HYPOTHECATED,  DONATED,  OR
OTHERWISE  TRANSFERRED  (WHETHER OR NOT FOR  CONSIDERATION) BY THE HOLDER EXCEPT
UPON THE ISSUANCE TO THE  CORPORATION  OF A FAVORABLE  OPINION OF ITS COUNSEL OR
SUBMISSION TO THE  CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE  SATISFACTORY TO
COUNSEL FOR THE  CORPORATION,  TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE
IN VIOLATION OF THE ACT AND THE STATE ACTS.

                                  July 31, 2003

US$5,029,344

     THE NEPTUNE SOCIETY,  INC., a Florida corporation (the  "Corporation"),  is
indebted  and, for value  received,  promises to pay to or to the order of CapEx
L.P., a Delaware limited  partnership  (together with any successor  thereto and
any other person who becomes a holder of this  Amended and  Restated  Debenture,
"CapEx"),  on July 31, 2007 (the "Due Date") (unless this  Debenture  shall have
been repaid sooner or the amount owing hereunder accelerated upon the occurrence
of  a  Default  Event  as  hereinafter  provided),  upon  presentation  of  this
Debenture,  Five Million  Twenty-Nine  Thousand Three Hundred Forty Four Dollars
($5,029,344)  (the  "Principal  Amount")  and to pay  interest on the  Principal
Amount at the rate of thirteen per cent (13%) per annum as provided herein. This
Amended and Restated  Debenture  restates and  supercedes  in its entirety  that
Debenture  No. 1 payable  to the order of CapEx  dated  December  24,  1999,  as
amended.

     The Corporation has issued this Amended and Restated  Debenture pursuant to
and subject to the terms and  conditions  of a Debenture  Purchase and Amendment
Agreement  dated as of July 31,  2003,  among the  Corporation,  CapEx  L.P.,  a
Delaware  limited  partnership  ("CapEx"),  and D. H. Blair  Investment  Banking
Corp., a New York corporation ("DHB") (the "Purchase and Amendment  Agreement").
The Purchase and Amendment  Agreement  provides for, among other items,  (a) the
amendment of the terms of that certain  Debenture  Purchase  Agreement among the
Corporation,  CapEx and DHB dated  November  24, 1999 (the  "Debenture  Purchase
Agreement")  and that certain  Debenture and Warrant  Amendment  Agreement dated
effective  December 31, 2001, among the Corporation,  CapEx, and DHB (the "First
Amendment  Agreement");  (b) the  additional  cash  advance of One Million  Five
Hundred  Thousand  Dollars  (US$1,500,000)  by  CapEx  to the  Corporation  (the
"Additional  Advance");   (c)  the  cancellation  of  that  certain  Convertible
Debenture  No. 1 issued by the  Corporation  to CapEx in the  initial  principal
amount of Three Million Dollars (US$3,000,000) (the "Original CapEx Debenture");
(d) the cancellation of that certain  Convertible  Debenture No. 2 issued by the
Corporation to



<PAGE>


DHB in the initial principal amount of Two Million Dollars  (US$2,000,000)  (the
"Original DHB Debenture");  (e) the issuance of this Debenture to CapEx; (f) the
issuance of a Debenture in the  principal  amount of Two Million  Three  Hundred
Fifty Two Thousand  Eight Hundred  Ninety Six Dollars to DHB  (US$2,352,896)(the
"DHB  Amended  and  Restated  Debenture");  (g) the  amendment  of that  certain
Security Agreement among the Corporation, CapEx and DHB dated December 24, 1999;
(h) the amendment of that certain  Security  Agreement  among Neptune Society of
America,  Inc., CapEx and DHB dated December 24, 1999; (i) the amendment of that
certain Security  Agreement among Neptune  Management Corp., CapEx and DHB dated
December 24, 1999; (j) the amendment of that certain  Security  Agreement  among
Heritage  Alternatives,  Inc.,  CapEx and DHB dated  December 24, 1999;  (k) the
amendment of those  certain two warrants  dated  December 24, 1999 and issued to
CapEx;  (l) the amendment of those certain two warrants  dated December 24, 1999
and issued to DHB;  and (m) the  execution  of the  Guaranty  Agreement  and the
Security  Agreement among Trident  Society,  Inc.,  CapEx and DHB dated July 31,
2003.  Pursuant  to  the  provisions  of  Section  8 of the  Debenture  Purchase
Agreement,  Section 8 of the First  Amendment  Agreement,  and  Section 9 of the
Purchase and Amendment  Agreement,  CapEx has been  appointed by each  purchaser
thereunder  of a Debenture  as its agent,  (in such  capacity,  "Agent") for the
purposes,  inter alia of  electing  to  exercise  the rights of CapEx under this
Debenture, and in connection therewith, the Corporation shall, in respect of all
of its obligations under this Debenture,  be entitled to rely upon the grant and
delegation of authority to Agent  provided for in such  agreements,  and to deal
with Agent without further inquiry, with respect to all such obligations owed by
it under this Debenture to CapEx (including  without  limitation all obligations
of the  Corporation  to make  payments  on  account  of  principal  or  interest
hereunder).

     The Corporation covenants, promises and agrees as follows:

1.   Interest

     1.1 Interest.  Subject to Section 1.2,  interest  which shall accrue on the
Principal Amount shall be payable as follows:

          (a) From August 1, 2003, until the Due Date, interest shall be paid at
the rate of thirteen  percent  (13%) per annum (such  portion of interest  being
hereinafter   sometimes  referred  to  as  "Interest")  in  arrears  in  monthly
installments  on the first day of each  month in each and  every  calendar  year
until the Principal  Amount and all accrued and unpaid  interest shall have been
paid in full as herein provided.

          (b) Any overdue  installment  of Interest  shall bear  interest at the
aforesaid rate of thirteen percent (13%),  compounded  monthly, on each interest
payment date,  until paid.  All accrued and unpaid  interest shall be payable on
the Due Date or such earlier date on which the Principal Amount shall become due
and payable as herein  provided.  All payments of principal or interest shall be
made to Agent at 518 Seventeenth Street, Suite 1700, Denver,  Colorado 80202, or
at such other place as may be designated by Agent.

     1.2  Default  Interest.  In the event that a Default  Event (as  defined in
Section  7.1) shall occur,  and for so long as such  Default  Event shall remain
unremedied  and Agent  shall not have waived the same,  all amounts  owing under
this Amended and Restated Debenture, whether in



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<PAGE>

respect of the Principal  Amount,  Interest or otherwise,  shall bear additional
interest ("Default Interest") in addition to the interest  hereinbefore provided
for at the rate of two percent (2%) per month,  compounded  monthly (or, if such
Default Interest rate exceeds the maximum interest allowed by law, in which case
the rate of Default  Interest shall be adjusted to the maximum  permitted  under
applicable  law  during the period or periods  that the  Default  Interest  rate
otherwise  provided herein would exceed such rate), which Default Interest shall
be payable on each  interest  payment date on which  Interest  shall be payable,
with Default Interest accruing on any accrued and unpaid Interest.

2.   Payment of Principal and Interest.

     2.1 Monthly Payments. On the first Business Day of each month, beginning on
September 1, 2003,  the  Corporation  shall make  monthly  payments in an amount
equal to One Hundred  Twenty-Five  Thousand  Dollars  ($125,000.00)  (e.g.,  the
Corporation  shall make level  monthly  debt service  payments in the  aggregate
amount  of  $125,000.00  throughout  the  term  of  this  Amended  and  Restated
Debenture)(the  "Monthly Payments"),  payable as set forth in Section 2.4 below.
"Business  Day"  means any day except a  Saturday,  Sunday or other day on which
commercial banks in Denver, Colorado are authorized by law to close.

     2.2  Periodic  Lump Sum  Payments.  In addition to the payment set forth in
Section  2.1,  the  Corporation  shall  make the  following  aggregate  lump sum
payments on the following  dates (the  "Periodic Lump Sum Payments") and payable
as set forth in Section 2.4 below:

                  December 31, 2003         $250,000
                  July 31, 2004             $750,000
                  July 31, 2005             $700,000
                  July 31, 2006             $1,300,000
                  July 31, 2007             Full remaining balance due

     2.3 Excess Cash Flow  Payments.  In addition to the  payments  set forth in
Sections  2.1 and 2.2,  the  Corporation  shall  make an  additional  payment of
principal  within  forty-five  (45) days of the end of each fiscal quarter in an
amount equal to fifty  percent (50%) of the  Corporation's  Cash Increase in the
Period on its  Consolidated  Statement of Cash Flows,  calculated  in accordance
with generally accepted accounting  principles in the United States ("GAAP") and
as prepared for filing with the United States Securities and Exchange Commission
for that fiscal quarter (the "Excess Cash Flow Payments"),  payable as set forth
in Section 2.4 below.  The first Excess Cash Flow  Payment  shall be paid within
forty-five  (45) days of the fiscal  quarter  ending  September 30, 2003. In the
event that the Corporation  experiences a decrease in cash for a fiscal quarter,
the decrease will be offset  against cash  increases in  immediately  succeeding
quarters  until fully applied  before any further  Excess Cash Payments shall be
made. For example,  if the  Corporation  shows a Cash Increase for the Period of
$500,000 in quarter  one,  the  Corporation  would pay CapEx (or, as  applicable
pursuant to the  provisions  of Section  2.4,  the holder of the DHB Amended and
Restated  Debenture)  $250,000.  If in quarter  two,  the Cash  Increase for the
period is a negative $200,000, there is no Excess Cash Flow Payment due for that
quarter.  In quarter three, if there is a $500,000 Cash Increase for the Period,
the Cash  Increase  for the Period for purposes of this Excess Cash Flow Payment
would



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<PAGE>

be reduced by $200,000 to apply the decrease from the prior quarter.  Therefore,
the Excess  Cash Flow  Payment  would be fifty  percent  (50%) of  $300,000,  or
$150,000.

     2.4 Allocation of Payments. Notwithstanding anything to the contrary herein
or in the DHB Amended  Debenture,  the Corporation shall not be required to make
concurrent  payments pursuant to Sections 2.1, 2.2, and 2.3 of both this Amended
and Restated Debenture and the DHB Amended and Restated Debenture (collectively,
the "Amended and Restated Debentures"). Notwithstanding anything to the contrary
in the Amended and  Restated  Debentures,  all  payments to be made  pursuant to
Sections  2.1,  2.2,  and 2.3 of the Amended and  Restated  Debentures,  and all
prepayments made pursuant to Section 6.1 of both Amended and Restated Debentures
(the  "Principal  Pre-payments")  shall be made and applied to amounts due under
the Amended and Restated Debentures as follows and in the following order:

     (a)  first,  to CapEx and DHB in an amount  equal to the accrued and unpaid
          interest due under  Section 1 of this  Amended and Restated  Debenture
          and under  Section 1 of the DHB Amended and Restated  Debenture  (such
          payments  to be paid on a pro rata basis to CapEx and DHB based on the
          amount of outstanding principal due under the DHB Amended and Restated
          Debenture and under this Amended and Restated Debenture as of the date
          of the particular payment),

     (b)  second,  solely to CapEx (i) to reduce  the  principal  amount of this
          Amended  and  Restated  Debenture  and  (ii)  to pay all  accrued  and
          outstanding  Interest,  Default  Interest  and costs and  expenses  of
          collection  under  this  Amended  and  Restated  Debenture  until  the
          principal  balance of this  Amended and  Restated  Debenture  has been
          reduced   by  an   amount   equal   to   the   Additional   Investment
          (US$1,500,000),

     (c)  third,  solely to DHB (i) to reduce  the  principal  amount of the DHB
          Amended  and  Restated  Debenture  and  (ii)  to pay all  accrued  and
          outstanding  Interest,  Default  Interest  and costs and  expenses  of
          collection under the DHB Amended and Restated  Debenture until the DHB
          Amended and Restated Debenture has been paid in full, and

     (d)  fourth,  solely to CapEx (i) to reduce  the  principal  amount of this
          Amended  and  Restated  Debenture  and  (ii)  to pay all  accrued  and
          outstanding  Interest,  Default  Interest  and costs and  expenses  of
          collection  under  this  Amended  and  Restated  Debenture  until  the
          Principal  Amount and all of this Amended and Restated  Debenture  has
          been paid in full.

     All  payments  shall be applied  first to  satisfy  costs and  expenses  of
collection,  then default interest, then accrued interest, then principal.  Upon
full and  complete  satisfaction  of all  obligations  under  this  Amended  and
Restated  Debenture,  the Holder  shall  surrender  this  Amended  and  Restated
Debenture for cancellation.

     2.5 All payments shall be in lawful money of the United States of America.



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<PAGE>

3.   [Intentionally Deleted]

4.   First Right of Refusal

     4.1  First  Right  of  Refusal  Whenever  the  Board  of  Directors  of the
Corporation  shall  authorize the issuance of shares of Common Stock,  any other
securities of the Corporation entitled to participate with the Common Stock in a
distribution of the  Corporation's  remaining assets (after  distribution to all
holders of securities  entitled to such  distribution in priority to the holders
of Common Stock), or any rights,  options or warrants to purchase, or securities
of any type  whatsoever  (except  for stock  options to  employees,  officers or
directors of the  Corporation  or any of its  subsidiaries  pursuant to employee
stock  option  plans  approved  of by Agent not to exceed  10% of the issued and
outstanding  shares of Common Stock) that are, or may become,  convertible into,
or exchangeable for, securities of the type referred to in Section 4.1(a) or (b)
(hereinafter  collectively  referred  to as  "Equity  Securities"),  the  Equity
Securities  shall  first be offered  ratably to the  holders of the  Amended and
Restated  Debentures on the date of the  authorization by the Board of Directors
of such issuance (the "First  Rights").  CapEx and the holder of the DHB Amended
and  Restated  Debenture  (each,  a "First  Rightholder")  shall be  entitled to
exercise  First  Rights for that number of such Equity  Securities  equal to the
greater  of  (1)  their   aggregate   percentage   ownership   interest  in  the
Corporation's  issued and outstanding shares of Common Stock on the day prior to
the  issuance  ("Pro  Rata  Interest")  or (2)  their  aggregate  fully  diluted
percentage  ownership  of shares of the  Corporation's  Common  Stock on the day
prior  to  the  issuance  ("Fully  Diluted  Pro  Rata  Interest").   Each  First
Rightholder  shall be entitled to exercise the First Rights provided herein with
respect  to the  whole of such  Pro Rata  Interest  or  Fully  Diluted  Pro Rata
Interest,  as the  case  may  be,  or  with  respect  to  only  a part  thereof.
Immediately  after Closing (as defined in the  Debenture  Purchase and Amendment
Agreement),   CapEx's  and  DHB's  Fully  Diluted  Pro  Rata  Interest  will  be
14.94887931%  and  9.36121885%,  respectively,  based on 5,773,205  total shares
issued and  outstanding  and 11,024,793  total fully diluted shares  immediately
prior to the Closing of the  transactions  contemplated  by this  Agreement,  as
reflected  in  Exhibit J to the  Purchase  and  Amendment  Agreement.  The Fully
Diluted  Pro Rata  Interest  held by each of CapEx and DHB  shall be  determined
based on the ratio calculated as follows:

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

     4.2 Consideration for Equity  Securities.  The First Rights provided for in
this Section 4.2 shall entitle Holder to subscribe for,  purchase,  or otherwise
acquire any Equity  Securities  to be offered for sale, at a price or prices not
less  favorable  than the price or prices at which such  Equity  Securities  are
proposed  to be  offered  for  sale  to  others  (net  of any  expenses  of,  or
compensation  for,  underwriting  or  purchase  of  such  Equity  Securities  by
underwriters or



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<PAGE>


dealers). In the event that the Corporation proposes to offer for sale to others
any Equity  Securities for a  consideration  other than cash,  such First Rights
shall be exercisable by a First  Rightholder  for cash, in an amount which shall
equal the Fair Market Value of any  consideration  other than cash determined in
accordance with Section 8.1. The holders of the Amended and Restated  Debentures
may elect to apply  outstanding  Interest  due under the  Amended  and  Restated
Debentures  towards  the  payment of the  purchase  price from such  equity upon
exercise of first right to  participate,  or may elect to  participate by paying
cash.  CapEx  shall  notify  the  Corporation  in  writing  of its  election  to
participate, and the means by which it elects to participate,  within 10 days of
being  notified  of the  Corporation's  plans to offer an equity  financing,  in
accordance with Section 4.4 below.

     4.3 Issuance Notice.  The Corporation shall, on the 10th business day after
the date of authorization of the issuance of any Equity Securities,  give notice
to Agent (the "Issuance  Notice") of such  authorization,  which Issuance Notice
shall  specify the number of shares of Equity  Securities  to be issued,  a full
description of such class of Equity Securities and the offering price thereof.

     4.4 Acceptance or Decline of Offer.  The First Rights  granted  pursuant to
this  Section  4.4 with  respect  to any Equity  Securities  to be issued by the
Corporation shall be exercised by the First Rightholder by the giving of written
notice by Agent of such  exercise  within 10 business days after receipt by such
Holder of the  Issuance  Notice (the "First  Rights  Period").  In the event any
First Rightholder fails or declines to purchase his/her  proportionate  share of
the  Equity  Securities  so  offered  (a  "Declining  Rightholder"),  the Equity
Securities not purchased by the Declining Rightholders shall be offered to those
First Rightholders who shall have duly exercised their First Rights with respect
to that issue (the "Accepting  Rightholders").  Each Accepting Rightholder shall
be entitled to purchase the Equity  Securities  not  purchased by the  Declining
Rightholders  (the "Reoffered  Securities")  in the proportion  which the Equity
Percentage  of the  Accepting  Rightholder  bears to the aggregate of the Equity
Percentages  of  all  Accepting  Rightholders;   provided,  however,  that  each
Accepting  Rightholder  shall be entitled to exercise  his/her  First  Rights to
purchase   Reoffered   Securities  only  with  respect  to  the  whole  of  such
proportionate  share thereof and not with respect to only a part thereof. On the
10th  business  day  after  the  expiration  of the  First  Rights  Period,  the
Corporation  shall give notice (the "Reoffer  Notice") to Agent of the amount of
Reoffered Securities available for purchase.

     4.5 Acceptance or Decline of Reoffered Securities. The First Rights granted
with  respect to the  Reoffered  Securities  shall be exercised by the giving of
notice by Agent on behalf of an Accepting  Rightholder of such exercise within 5
business  days after  receipt by the Agent of the Reoffer  Notice.  In the event
that  any  Accepting   Rightholder  fails  or  declines  to  purchase  his/  her
proportionate  share  of  such  Reoffered  Securities,   then  such  unpurchased
Reoffered   Securities   shall  continue  to  be  offered  in  the  same  manner
proportionately  to those Accepting  Rightholders on whose behalf Agent properly
exercised  their  rights to purchase  the  Reoffered  Securities  most  recently
offered to them,  until such time as all of the Equity  Securities  to be issued
have been purchased or all Accepting  Rightholders shall have failed or declined
to purchase any of the Reoffered  Securities  most recently  offered to them, at
which time the First Rights  granted by this Section 4 shall have been exhausted
with respect to that particular issue of Securities.



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<PAGE>

     4.6  Termination  of First Right.  The First Rights  granted to CapEx under
this Section 4 shall  terminate  immediately  upon the repayment of this Amended
and Restated Debenture. However, to avoid any confusion, the parties acknowledge
that those First  Rights  granted to DHB under  Section ___ of the  Purchase and
Amendment  Agreement shall continue,  as set forth in the Purchase and Amendment
Agreement,  until the later of (a) July 31,  2008,  or (b) the date this Amended
and Restated Debenture is paid in full.

5.   Covenants of the Corporation

     The Corporation hereby covenants and agrees with Holder that so long as any
of the Principal Amount or any Interest or Default Interest remains unpaid:

     5.1 To Pay Indebtedness. The Corporation will well, duly and punctually pay
or cause to be paid to Holder all  indebtedness  due  hereunder at the dates and
places,  in the currencies and in the manner  mentioned  herein.  On the date of
this  Amended and  Restated  Debenture,  the  Corporation  shall pay in full all
principal, interest and other amounts outstanding under the Weintraub Obligation
(as defined in the Purchase and Amendment Agreement).

     5.2 To Maintain  Existence.  The  Corporation  will, and will cause each of
Neptune Society of America, Inc., a California  corporation,  Neptune Management
Corp.,  a California  corporation,  Neptune  Pre-Need  Plan,  Inc., a California
corporation,   Heritage  Alternatives,   Inc.,  and  Trident  Society,  Inc.,  a
California  corporation  (collectively,  the  "Subsidiaries")  to,  at all times
maintain its corporate existence.

     5.3 To Carry on Its Business.  The Corporation will, and will cause each of
the Subsidiaries to, carry on its business in a proper and efficient manner, and
will keep or cause to be kept  proper  books of account  and make or cause to be
made therein true and faithful entries of all material dealings and transactions
in  relation  to its  business  and  will  make  available  or  cause to be made
available such books of account for inspection by Holder and its representatives
during normal business hours.

     5.4 To Pay  Taxes.  The  Corporation  will,  and  will  cause  each  of the
Subsidiaries to, pay or cause to be paid all taxes,  rates,  government fees and
dues  levied,  assessed  or imposed  upon it and upon its  property  or any part
thereof,  as and when the same become due and payable,  save and except when and
so  long  as  the  validity  of any  such  taxes,  rates,  fees,  dues,  levies,
assessments or imposts is in good faith by proper legal proceedings contested by
it in which  event it shall  satisfy  Agent and if  requested  by Agent  furnish
security satisfactory to Agent that such contestation will involve no forfeiture
of any of its property and to duly observe and conform to all valid and material
requirements of any governmental  authority  relative to any of its property and
all covenants,  terms and  conditions  upon or under which such property is held
provided, however, that nothing herein contained shall require it to observe any
such  requirements  so long  as it  shall,  in good  faith,  be  contesting  its
obligation to observe such requirements.

     5.5 Not to Amend Articles or By-Laws.  The Corporation  shall not, and will
cause each of the  Subsidiaries  not to,  subsequent to the date of this Amended
and Restated Debenture,  without Agent's prior written consent, amend or restate
its articles of incorporation nor amend,



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<PAGE>


repeal,  replace or restate  any of its  by-laws or any  unanimous  shareholders
agreement relating to it.

     5.6 To Perform  Obligations and to Renew.  The  Corporation  will, and will
cause each of the  Subsidiaries  to,  from time to time  punctually  observe and
perform all material obligations and pay and discharge all amounts payable under
or by virtue of, and  defend,  and ensure the  enforceability  of any  exclusive
rights to, any patent, trademark, lease, license, concession, franchise or right
held by it so long as the same is of commercial value to it and during such time
will  not  suffer  or  permit  any  default  for  which  any of the  same may be
terminated  so that  its  interest  therein  may at all  times be  preserved  as
unimpaired;  provided  however that nothing herein  contained  shall require the
Corporation  or any  Subsidiary to make any such payments so long as it shall in
good faith contest its liability therefor.

     5.7 Not to Sell Assets, Issue Options,  Mergers, Etc. The Corporation shall
not, and will cause each of the Subsidiaries  not to,  subsequent to the date of
this Amended and Restated Debenture:

          (a)  sell, lease or otherwise  transfer the undertaking,  property and
               assets of any of its operating  divisions or  subsidiaries  as an
               entirety  or   substantially  as  an  entirety  in  one  or  more
               transactions,  or,  sell,  lease  or  otherwise  dispose  of  its
               undertaking,  property and assets as an entirety or substantially
               as an entirety or of its  controlling  interest in any subsidiary
               of the Corporation or any Subsidiary in one or more transactions;

          (b)  [Intentionally Deleted]

          (c)  in the case of each  Subsidiary,  issue  shares  of any  class of
               stock to any person other than the sole shareholder of all issued
               and outstanding stock prior thereto; or

          (d)  amalgamate  or merge  with any other  corporation  or effect  any
               corporate reorganization;

without the prior written consent of Agent.

     5.8  To  Repair.   The  Corporation  will,  and  will  cause  each  of  the
Subsidiaries  to, at all  times,  repair  and keep in repair  and good order and
condition,  or cause to be so  repaired  and kept in repair  and good  order and
condition, all buildings,  erections,  machinery, plant and equipment used in or
in connection  with its business which are necessary for efficient  operation up
to a modern standard of usage,  and renew and replace or cause to be renewed and
replaced  all  and  any  of  the  same  which  may  become  worn,   dilapidated,
unserviceable,  inconvenient, obsolete or destroyed, even by a fortuitous event,
fire or other cause,  and which are necessary for efficient  operation,  and, at
all  reasonable  times  during  normal  business  hours  allow Agent or its duly
authorized agent access to its premises in order to view the state and condition
of the same.



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<PAGE>

     5.9 To Insure.

          (a) Property Cover.  The Corporation  will, and will cause each of the
Subsidiaries to, insure at its own expense the assets of the Corporation or such
Subsidiary  at all  times  during  the term  hereof  to an  amount  equal to the
replacement  value thereof with a company or companies that are nationally known
or are approved by Agent, against loss or damage by fire, lightning,  explosion,
windstorm,  aircraft or vehicles or other insurable hazards which are now or may
hereafter  from time to time be insured  against by the terms of a standard fire
extended  coverage  insurance  or  additional  perils  supplemental  contract of
insurance including, if applicable, boiler and pressure vessel insurance against
loss or damage to property of a class or kind similar to the property and assets
of  the  Corporation.  The  Corporation  shall,  and  will  cause  each  of  the
Subsidiaries  to, also  maintain  such other  insurance  policies as Agent shall
reasonably  require in connection with the Corporation and the  Subsidiaries and
their business including,  without restriction,  business interruption insurance
and liability insurance.

          (b)  Renewal  Receipt.  The  Corporation  shall,  15 days prior to the
expiry of any insurance policy required hereby, deliver or cause to be delivered
to Agent a renewal  receipt,  binder or new policy,  or otherwise  satisfy Agent
that such insurance has been renewed.

     5.10 Compliance With Laws. The  Corporation  shall,  and will cause each of
the  Subsidiaries  to,  carry on its  business in material  compliance  with all
applicable laws, regulations,  by-laws and orders including, without limitation,
all laws relating to environment  protection,  the  maintenance  and disposal of
hazardous materials and wastes, land use and occupational safety and health. The
Corporation  shall  give  notice to Agent of any  notice  received  by it or any
Subsidiary  of any  material  violation  of such laws,  regulations,  by-laws or
orders  of  any  impending  or  threatened   investigations  or  proceedings  in
connection therewith or of any material  proceedings  commenced or threatened by
any other person in connection with environmental, health or safety matters.

     5.11 To Grant Security. To secure payment of its indebtedness,  liabilities
and obligations  under this Amended and Restated  Debenture (a) the Subsidiaries
have each delivered their guarantee agreements  ("Guarantees") to Agent; and (b)
the Corporation and the  Subsidiaries  have each executed and delivered to Agent
concurrently with this Amended and Restated Debenture  security  agreements (the
"Security  Agreements")  granting  to Agent a  security  interest  in all of the
Corporation's  and each  such  Subsidiary's  property  now  owned  or  hereafter
acquired.  At any and all times the Corporation will, and will cause each of the
Subsidiaries  to, at its expense,  do, execute,  acknowledge and deliver or will
cause to be done,  executed,  acknowledged  and  delivered  all and  every  such
further  mortgages,  security  agreements  or other  instruments,  transfers and
assurances  as Agent  shall  reasonably  require,  for the  purpose of giving to
Agent,  and preserving in favor of Agent, a valid mortgage or security  interest
of  the  nature  specified  in  the  Security   Agreements,   upon  all  of  the
Corporation's and the Subsidiaries' real and personal  property.  In particular,
without  restriction,   the  Corporation  will,  and  will  cause  each  of  the
Subsidiaries  to, upon request by Agent,  deliver a mortgage on any and all real
property  hereafter  acquired by the Corporation or any Subsidiary and, upon the
acquisition by the Corporation or such Subsidiary of any real property,  subject
only to  encumbrances  approved  of in writing  by Agent and other  encumbrances
permitted by Section 5.12. The Corporation shall not, and will cause each of the
Subsidiaries not to, at any time have its chief executive



                                       9
<PAGE>

office or assets (other than  inventory and mobile  equipment  used to transport
inventory)  having an aggregate  recorded book value to it in excess of $250,000
located in  jurisdictions  in which the Agent has not been given  prior  written
notice and the opportunity to first record or register the Security Agreement or
other  security  in  favor of Agent in all  appropriate  public  offices  at the
Corporation's expense.

     5.12 Not to Permit Encumbrances.  The Corporation shall not, and will cause
each of the  Subsidiaries  not to,  create  or  permit  to  exist  any  security
interest,  mortgage,  charge, pledge, lien or other encumbrance upon its assets,
subsequent to the date of this Amended and Restated Debenture, provided that the
foregoing shall not apply to prevent, and there shall be permitted:

          (a)  [Intentionally Deleted]

          (b)  (i) liens for  current  property  taxes not yet due and  payable,
               (ii) liens imposed by law and incurred in the ordinary  course of
               business for obligations  not yet due to carriers,  warehousemen,
               laborers,  materialmen  and the like,  (iii)  liens in respect of
               pledges or deposits  under workers'  compensation  laws, and (iv)
               liens  voluntarily  created in the  ordinary  course of business,
               which liens under this Section  5.12(b)(iv)  aggregate  less than
               $50,000,  provided that the Corporation  shall cause such lien(s)
               to be  removed  from its  assets  within  sixty  (60) days of the
               Corporation's receipt of written notice of such lien(s);

          (c)  Purchase Money Mortgages (as hereinafter  defined) existing as of
               the date hereof or entered into after the date hereof under which
               the Corporation or a Subsidiary is the primary obligor,  provided
               such Purchase Money  Mortgages do not in the aggregate  secure an
               amount in excess of $350,000. For the purposes hereof,  "Purchase
               Money  Mortgage"  means any mortgage,  security  interest,  title
               retention,  lien or other encumbrance on property given,  assumed
               or  arising  by  operation  of law to  secure  payment  of, or to
               provide the  obligor  with funds to pay the whole or any part of,
               the  consideration  for the acquisition of such property (and for
               such  purposes any capital or operating  lease shall be deemed to
               be a Purchase  Money  Mortgage in the amount of the  aggregate of
               all  remaining  lease  payments  required to be made  thereunder,
               other than under  extensions  exercisable only by the Corporation
               or the  Subsidiary  party  thereto),  or to secure  any  renewal,
               extension   or  refunding   of  such   encumbrance   and  of  the
               indebtedness  represented thereby upon the same property provided
               that the indebtedness  secured thereby and the security  therefor
               are not increased thereby.

     5.13 Not to Incur Indebtedness for Borrowed Money;  Non-Equity  Securities.
The  Corporation  shall not,  and will cause  each of the  Subsidiaries  not to,
incur,  guarantee or otherwise become liable in respect of, any indebtedness for
borrowed money (including without limitation Purchase Money Mortgages), or issue
any class of shares or other securities other than Equity Securities, subsequent
to the date  hereof  without  the prior  written  consent  of Agent,  except for
Purchase Money Mortgages in accordance with Section 5.12.



                                       10
<PAGE>


     5.14 To Pay  Expenses.  The  Corporation  shall pay all costs,  charges and
expenses  (including legal fees not to exceed $17,000 and  disbursements)  of or
incurred  by Agent and  Holder in  connection  with this  Amended  and  Restated
Debenture,  the Security  Agreements and any other security documents  delivered
after the date hereof to Agent,  and all ancillary  documents or the enforcement
hereof and of such security.

     5.15 Key Man  Insurance.  The  Corporation  will use its  best  efforts  to
maintain the 10-year minimum,  level premium, term life insurance on the life of
Marco Markin, the Chief Executive Officer (the "Chief Executive Officer") of the
Corporation, in the amount of at least $7,500,000,  naming Agent as beneficiary,
and will pay all premiums  thereunder  during the term thereof.  In the event of
the Chief Executive Officer's death while any portion of the Principal Amount or
any interest remains  outstanding  hereunder or under the other debenture issued
by the Corporation,  pursuant to the Debenture Purchase  Agreement,  as amended,
the proceeds of such life insurance shall be deposited into a collateral account
with a financial  institution  acceptable  to the Agent,  which account (and all
rights  therein and proceeds  thereof)  shall be assigned by the  Corporation to
Agent  as  additional  collateral  security  for the  Corporation's  obligations
hereunder,  and shall be released to the Corporation  only upon the repayment in
full of the Principal Amount and all other amounts outstanding hereunder. At any
time and from time to time prior to the Chief  Executive  Officer's  death where
the Principal  Amount and the principal  amount owing under the other  debenture
issued by the  Corporation  pursuant to the Debenture  Purchase  Agreement  (the
"Total  Debenture  Purchase  Amount") is less than  $7,500,000,  the Corporation
shall be entitled, by notice given to the Agent, but not required, to reduce the
amount of such insurance (or replace such insurance policy with a like policy in
such less  amount),  provided  that the new amount of insurance is not less than
the  Total  Debenture  Principal  Amount  at that  time.  Upon  satisfaction  by
repayment of the Total  Debenture  Principal  Amount and all other  indebtedness
owing under the Amended and Restated  Debentures,  the Agent shall do all things
necessary  to  assign  the  benefit  of  such  life  insurance   policy  to  the
Corporation.  It is hereby  expressly  acknowledged by the Agent,  CapEx and DHB
that the proceeds of such life insurance  policy or policies shall be payable to
Agent  solely as  additional  collateral  security  for the  obligations  of the
Corporation  under the Amended and Restated  Debentures  and the  Security,  and
under no  circumstances  shall Agent or the holders of the Amended and  Restated
Debentures  be  entitled  to any  portion  of such  proceeds  in  excess of such
obligations, but shall be required to remit such excess to the Corporation after
full satisfaction of such obligations forthwith upon request.

     5.16 [Intentionally Deleted].

     5.17 Reporting Requirements.  The Corporation shall provide and deliver the
following financial statements and other reports to Agent:

          (a) Balance Sheet, Income Statement,  and Cash Flow Statement.  Within
forty-five (45) days after the last day of each fiscal quarter of Corporation, a
copy of Corporation's  consolidated  balance sheet,  income statement,  and cash
flow statement prepared by Corporation as of the end of and for such quarter and
certified  by the Chief  Financial  Officer  of the  Corporation  to be true and
correct and to accurately reflect the financial condition of the Corporation and
to  have  been  prepared  in  accordance  with  generally  accepted   accounting
principles that are consistent with those  previously  applied in  Corporation's
most recent financial



                                       11
<PAGE>


statement.  In  order  for  the  financial  statements  to be  complete  and  in
compliance  with the  requirements  of this Section  5.17,  the Chief  Financial
Officer  must  attach to such  financial  statements  a  certification  that the
Corporation  is in compliance  with the covenants  contained in this Amended and
Restated  Debenture,  specifically  including the covenants contained in Section
5.18.

          (b) Financial Statements. Upon preparation, but in any event within 90
days after the last day of each fiscal year of the  Corporation,  the  financial
statements of the  Corporation as of the end of and for such fiscal year setting
forth in comparative form the correspondence figures of the financial statements
showing the balance sheet,  the income  statement and the source and application
of funds statement as of the end of the preceding fiscal year, all in reasonable
detail and  certified  by a firm of  independent  certified  public  accountants
acceptable to Holder.

          (c) Additional Information. Such further information as may reasonably
be  necessary  or as Holder may  reasonably  request to  determine  whether  the
Corporation is complying with its obligations  under this  Agreement,  the Notes
and the security  documents,  or to  determine  the  financial  condition of the
Corporation.

     5.18 Financial Covenant.  The Corporation and its Subsidiaries shall at all
times maintain (on a  consolidated  basis) the following  Fixed Charge  Coverage
Ratios for the following periods:

                                                             Fixed Charge
                   Period                                   Coverage Ratio
                   ------                                   --------------

       Each of the Three Month Periods Ended                 1.10:1.0
       December 31, 2003 through June 30, 2006

       Three Month Period Ended September 30, 2006
                                                              0.95:1.0
       Three Month Period Ended December 31, 2006
                                                              0.95:1.0
       Three Month Period Ended March 31, 2007
                                                              1.10:1.0

Provided,  however,  that CapEx shall allow  non-compliance with the above Fixed
Charge Coverage Ratios for any given quarter, so long as the Corporation and its
Subsidiaries  are in compliance  with the above Fixed Charge  Coverage Ratios in
the subsequent quarter.

          (a)  "Cash  Flow"  means  with  respect  to the  Corporation  and  its
Subsidiaries,  for any  quarter,  the sum of (i) GAAP  EBITDA  (earnings  before
interest,  taxes,  depreciation  and  amortization)  for the  quarter,  (ii) net
deferred pre-need revenue,  and (iii)  stock-based  compensation,  less (iv) net
deferred charges related to pre-need contracts,  (v) capital expenditures,  (vi)
any taxes paid, and (vii) permitted distributions.



                                       12
<PAGE>

          (b)  "Fixed  Charges"  means the sum of,  for the  quarter,  excluding
Excess  Cash Flow  Payments:  (i) all  principal  payments,  (ii) cash  interest
payments,   (iii)  capitalized  lease  payments  and  (iv)  payments  under  the
settlement agreement with Rodney Bagley.

          (c) "Fixed Charge Coverage  Ratio" means, as calculated  based on data
in the Corporation's  financial statements prepared in accordance with GAAP, for
the full fiscal  quarter  ending on or prior to the date of  determination,  the
ratio of Cash Flow of the  Corporation  for such period to the Fixed  Charges of
the  Corporation  for such  period.  The  Fixed  Charge  Coverage  Ratio and net
pre-need  revenue and related  sales costs are to be  accounted  for in the same
manner as  detailed  in the  Bridging  Schedule  to Net  Income  (Loss)  for the
year-GAAP Basis submitted to the holders of the Amended and Restated  Debentures
and  attached  hereto as Exhibit A. The first  test  shall be  calculated  as of
December  31,  2003 for the  trailing  six  months.  The  second  test  shall be
calculated  as of March 31,  2004 for the  trailing  nine  months.  Tests  shall
thereafter  occur as of the end of each quarter for a trailing  period of twelve
months (the intention is to include quarterly performance beginning July 1, 2003
and increase the trailing calculation to a four-quarter trailing formula). Tests
including  the first twelve  months shall exclude the final payment to Weintraub
made  at the  Closing  of the  transactions  contemplated  in the  Purchase  and
Amendment Agreement dated July 31, 2003.

     5.19 [Intentionally Deleted]

     5.20 Agent Entitled to Perform Covenants. If the Corporation shall fails to
perform any covenant on its part herein contained, Agent may, in its discretion,
perform  any such  covenant  capable of being  performed  by it and, if any such
covenant  requires the payment or expenditure of money,  Agent may make payments
or expenditures  with its own funds, or with money borrowed by or advanced to it
for such  purposes,  but shall be under no  obligation so to do; and all sums so
expended or advanced  shall be at once payable by the  Corporation on demand and
shall bear interest at the annual rate of fifteen  percent (15%) until paid, and
shall  be  payable  out of any  funds  coming  into the  possession  of Agent in
priority to the other indebtedness hereunder, but no such performance or payment
shall be deemed to relieve the Corporation from any default  hereunder nor shall
the right of Agent under this  subsection  impose any  obligation  upon Agent to
perform any covenant of the Corporation.

     5.21 [Intentionally Deleted]

     5.22 [Intentionally Deleted]

     5.23  Approval of  Agreements.  The  Corporation  agrees  that,  until this
Amended and Restated  Debenture is paid in full,  the  Corporation  will not (a)
amend or renew any  existing  employment  or  independent  contractor  agreement
arrangement  that  provides  that the employee or  contractor  shall  receive in
excess of $75,000 in cash or equity  interests more than any amount to which the
employee or contractor is entitled under a contract  arrangement in effect as of
July 31, 2003, or (b) enter into any new  employment or  independent  contractor
agreement  arrangement  under which an employee or  contractor  may be paid more
than $200,000 per year in cash or equity interests or under which an employee or
contractor  may  receive  more than  $100,000 in cash or equity  interests  upon
termination of the agreement or  arrangement,  without the prior written consent
of CapEx.



                                       13
<PAGE>

     5.24 Board Meetings.  The Corporation agrees to give Agent notice of and to
allow  Agent's  representative  to attend  all  meetings  (including  telephonic
meetings)  and all  adjournments  of meetings of the Board of Directors  and any
committee  thereof  (including   committees  comprised  of  both  directors  and
non-directors).  Such representative  shall sign a confidentiality  agreement as
may  reasonably be required by the  Corporation to comply with  applicable  law,
including but not limited to Regulation FD as  promulgated  by the SEC, and such
representative  shall have no voting  rights at any such  meeting,  but shall be
entitled to participate fully in all discussions that take place thereat.

6.   Redemption and Prepayment

     6.1 Generally.  The Corporation  shall have the right to prepay any portion
of  the  Principal  Amount  at  any  time  without  penalty,   except  that  the
Corporation's  right to prepay this Amended and Restated  Debenture  and the DHB
Amended and Restated Debenture shall be subject to the repayment  provisions set
forth in Section 2.4 of this Amended and Restated Debenture.  Except as provided
in this Article 6 and in Section 7.1,  Holder shall have no right to require any
portion of the Principal Amount to be prepaid.

     6.2 [Intentionally Deleted]

     6.3 [Intentionally Deleted]

     6.4 [Intentionally Deleted]

     6.5 [Intentionally Deleted]

     6.6 [Intentionally Deleted]

     6.7 [Intentionally Deleted]

     6.8 [Intentionally Deleted]

7.   Default

     7.1 Default Events.  The entire unpaid balance of the Principal  Amount and
all  Interest  and  Default  Interest  accrued  and unpaid on this  Amended  and
Restated  Debenture  shall, at the election of Agent, be and become  immediately
due and  payable,  and the  Security  Agreement  and any and all other  security
documents  held  by  Agent  shall  become  immediately  enforceable,   upon  the
occurrence  of any of the  following  events,  subsequent  to the  date  of this
Amended and Restated Debenture (a "Default Event"):

          (a)  the  non-payment  by the  Corporation  when due of principal  and
               interest or of any other  payment as provided in this Amended and
               Restated Debenture or with respect to any other indebtedness owed
               by the Corporation;



                                       14
<PAGE>

          (b)  default by the  Corporation  in the  performance of or compliance
               with  any  term  or  any  provision  of  the  Debenture  Purchase
               Agreement,  the First  Amendment  Agreement,  or the Purchase and
               Amendment Agreement;

          (c)  default by the  Corporation  in the  performance of or compliance
               with any term or provision of this Amended and Restated Debenture
               or  the  Security  Agreement  (specifically  including,  but  not
               limited  to,  full  compliance   with  the  covenant   concerning
               financial  reporting and  certification set forth in Section 5.17
               above),  where such  default is not remedied  within  thirty (30)
               days after Agent gives Corporation written notice thereof;

          (d)  the occurrence of a breach by Mr. Marco Markin of his obligations
               under  Section 7 of the Right of First  Refusal  Agreement  dated
               December 24, 1999 between him, the Corporation, CapEx and DHB;

          (e)  the  occurrence  of a material  breach  (excluding  death) by Mr.
               Marco Markin under his employment  agreement with the Corporation
               (as such agreement is constituted on the date entered into and as
               the same may be  amended  with the  written  consent of Agent and
               without consideration thereof of any waiver by the Corporation);

          (f)  Mr.  Marco Markin  ceasing to hold the office of Chief  Executive
               Officer of the  Corporation  (except  in the case of his  death),
               unless,  prior to his  termination,  the Corporation has obtained
               the  consent  of CapEx  and the  holder  of the DHB  Amended  and
               Restated  Debenture  (which  consent  may be given or withheld at
               their sole discretion) to hire a new Chief Executive Officer;

          (g)  the  Corporation  (i) applies for or consents to the  appointment
               of, or if there shall be a taking of  possession  by, a receiver,
               custodian,  trustee or liquidator  for the  Corporation or any of
               its property;  (ii) becomes  generally unable to pay its debts as
               they become due; (iii) makes a general assignment for the benefit
               of creditors or becomes  insolvent;  (iv) files or is served with
               any petition for relief under the Bankruptcy  Code or any similar
               federal or state statute; (v) has any judgment entered against it
               in excess of  $250,000 in any one  instance  or in the  aggregate
               during any  consecutive  12-month period or has any attachment or
               levy made to or  against  any of its  property  or  assets;  (vi)
               defaults  with  respect  to  any  evidence  of   indebtedness  or
               liability for borrowed money, or any such indebtedness  shall not
               be paid as and when due and  payable;  or (vii) has  assessed  or
               imposed  against  it, or if there  shall  exist,  any  general or
               specific  lien for any  federal,  state or local taxes or charges
               against any of its property or assets; or

          (h)  any failure by the  Corporation  to issue and  deliver  shares of
               Common Stock as provided  herein upon  exercise of a warrant held
               by CapEx or DHB.



                                       15
<PAGE>

     7.2 Payment of Prior Ranking Indebtedness. Upon the occurrence of a Default
Event, in addition to (and not in substitution  for,  exclusive of nor dependent
on) any other remedies  contained herein,  in the Security  Agreements or in any
existing or future  security  document  granted by the Corporation or any of the
Subsidiaries to Agent, and to all other remedies existing at law or in equity or
by statute,  Agent shall be permitted to make  payments to parties  having prior
charges or encumbrances on properties  owned by the Corporation or on properties
on which the Corporation may hold charges or  encumbrances,  and the full amount
of such  payments  shall be due and payable  upon demand by Agent,  and shall be
added to and  shall  form  part of the  Principal  Amount  of this  Amended  and
Restated   Debenture,   on  which  interest  shall  accrue  and  be  payable  as
hereinbefore provided, and in respect of which the Security shall secure the due
and prompt repayment thereof.

     7.3 Remedies Cumulative. Each right, power or remedy of Agent, on behalf of
Holder, upon the occurrence of any Default Event as provided for in this Amended
and Restated  Debenture  or now or hereafter  existing at law or in equity or by
statute shall be  cumulative  and  concurrent  and shall be in addition to every
other right, power or remedy provided for in this Amended and Restated Debenture
or now or hereafter existing at law or in equity or by statute, and the exercise
or beginning of the  exercise by the holder or  transferee  hereof of any one or
more of such rights,  powers or remedies shall not preclude the  simultaneous or
later  exercise by Agent,  on behalf of CapEx,  of any or all such other rights,
powers or remedies.

8.   General

     8.1 Fair Market  Value.  The term Fair Market Value as used in this Amended
and  Restated  Debenture  with  respect to assets or  property  received  by the
Corporation  or any other person shall be the fair market  value,  regardless of
any prior accounting treatment,  of such assets or property,  determined in good
faith by agreement of Agent and the Board of  Directors of the  Corporation.  If
Agent and the Board of Directors shall be unable to agree as to such fair market
value,  the fair market value shall be determined by the  independent  certified
public  accountant at that time retained by the  Corporation  to audit its books
and records, and a determination by such independent certified public accountant
shall be  final,  conclusive  and  binding  or,  if  there  be none,  or if such
accountant shall refuse or be unable to make such a determination  then the sole
issue of fair  market  value  shall  be  submitted  to and  settled  by  binding
arbitration  under and pursuant to the Colorado Uniform  Arbitration Act and the
rules and regulations of the American Arbitration Association,  and the decision
or award of the arbitrator or arbitrators  in such  arbitration  shall be final,
conclusive and binding and a final judgment may be entered  thereon by any court
of competent jurisdiction.

     8.2 Failure to Act and Waiver. No failure or delay by Holder to insist upon
the strict  performance of any term of this Amended and Restated Debenture or to
exercise any right,  power or remedy  consequent upon a default  hereunder shall
constitute  a waiver of any such term or of any such breach,  or preclude  Agent
from  exercising any such right,  power or remedy at any later time or times. By
accepting  payment  after the due date of any amount  payable under this Amended
and Restated  Debenture,  Agent shall not be deemed to waive the right either to
require  payment when due of all other  amounts  payable  under this Amended and
Restated  Debenture,  or to declare a default for failure to effect such payment
of any such other amount.



                                       16
<PAGE>

     The  failure  of Agent to give  notice  of any  failure  or  breach  of the
Corporation  under this Amended and Restated  Debenture  shall not  constitute a
waiver of any right or remedy in respect of such continuing failure or breach or
any subsequent failure or breach.

     8.3 Consent to  Jurisdiction.  The  Corporation  hereby agrees and consents
that any action,  suit or  proceeding  arising out of this  Amended and Restated
Debenture  may be brought  in any  appropriate  court in the State of  Colorado,
including the United States  District Court for the District of Colorado,  or in
any other court having  jurisdiction  over the subject  matter,  all at the sole
election  of Agent,  and by the  issuance  and  execution  of this  Amended  and
Restated Debenture the Corporation  irrevocably  consents to the jurisdiction of
each such court.

     8.4 Transfer.  This Amended and Restated  Debenture may only be transferred
in accordance  with the  provisions  of Section 10.4 of the  Debenture  Purchase
Agreement and the requirements set out in the legend on the first page hereof.

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

          to the Corporation at:

                 The Neptune Society Inc.
                 4312 Woodman Avenue, 3rd Floor
                 Sherman Oaks, California 91423
                 Telecopier No. (818) 953-9844
                 Attention:  Marco Markin, Chief Executive Officer

          with a copy to:

                 Dorsey & Whitney LLP
                 1420 Fifth Avenue, Suite 3400
                 Seattle, Washington
                 Telecopier No. (206) 903-8820
                 Attention:  Randal R. Jones, Esq.

          to Agent, on behalf of Holder at:

                  c/o CapEx, L.P.
                  518 17th Street, Suite 1700
                  Denver, CO 80202
                  Telecopier No. (303) 869-4644
                  Telephone No. (303) 869-4700
                  Attention:  Evan Zucker, Managing Partner



                                       17
<PAGE>

          with a copy to:

                  Moye Giles LLP
                  1225 Seventeenth Street, 29th Floor
                  Denver, Colorado 80202-5529
                  Telecopier No. (303) 292-4510
                  Telephone No. (303) 292-2900
                  Attention:  Edward D. White III, Esq.

or at such other address as the  Corporation  or Agent may designate by ten (10)
days advance written notice to the other parties hereto.

     8.6 Governing Law. This Amended and Restated Debenture shall be governed by
and construed and enforced in accordance  with the laws of the State of Colorado
without regard to conflicts of law principles, or, where applicable, the laws of
the United States.

     IN WITNESS  WHEREOF,  the  Corporation has caused this Amended and Restated
Debenture to be duly executed under its corporate seal.



ATTEST:                               THE NEPTUNE SOCIETY, INC.

                                      By:
-----------------------------              ------------------------------------
____________________, Secretary            Marco Markin, Chief Executive Officer





ACKNOWLEDGED:

HOLDERS:


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



By:  RBP, LLC, its General Partner

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






                                       18
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                                    EXHIBIT A


         BRIDGING SCHEDULE TO NET INCOME (LOSS) FOR THE YEAR--GAAP BASIS

















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