EXHIBIT 10.71  









GUARANTEE AGREEMENT  



        GUARANTEE
AGREEMENT, dated as of June 18, 2004 (this “Guarantee Agreement”), by and
between Neptune Management Corp., a California corporation (“Guarantor”), and
Brooklyn Holdings LLC, a Nevis limited liability company (the “Secured Party”),
pursuant to the terms of a Debenture Purchase Agreement (the “Debenture Purchase
Agreement”) dated as of June 18, 2004, by and between The Neptune Society, Inc., a
Florida corporation (the “Debtor”) and the Secured Party. 




      WHEREAS:



        A.                 The
Guarantor is a wholly owned subsidiary of Neptune Society of America, Inc.,           a
California corporation, which is in turn a wholly owned subsidiary of the
          Debtor.  



        B.                 As
a condition precedent to the purchase by the Secured Party of the           Debtor’s
convertible debenture (the “Debenture”) sold pursuant to           the
Debenture Purchase Agreement, the Guarantor is required to execute and           deliver
this Guarantee.  



        C.                 The
Guarantor has duly authorized the execution, delivery, and performance of           this
Guarantee.  



        D.                 It
is in the best interests of the Guarantor to execute this Guarantee, inasmuch
          as the Guarantor will derive substantial direct and indirect benefits from the
          sale of the Debenture.  



        NOW,
THEREFORE, in consideration of the premises and other good and valuable consideration,
receipt of which is hereby acknowledged, Guarantor does hereby covenant and agree as
follows:  



	1.  	  	Guarantor
hereby absolutely, unconditionally, and continually guarantees to the
               Secured Party, under and pursuant to the terms of the Debenture Purchase
               Agreement, the due and punctual payment in full, in lawful money of the
United                States, of all payments of principal and interest, and payments of
any and all                sums which may at any time be or become due and payable under
the Debenture (all                of such payments being hereinafter collectively
referred to as the                “Obligations”), at their stated due dates or
when otherwise due                (whether by acceleration or otherwise), and the full,
punctual, and faithful                performance of all other agreements, covenants and
obligations contained in the                Debenture or incorporated therein by
reference; provided, however,                that the Guarantor shall be
liable under this Guarantee for the maximum amount                of such liability that
can be hereby incurred without rendering this Guarantee,                as it relates to
the Guarantor, voidable under applicable law relating to                fraudulent
conveyance or fraudulent transfer, and not for any greater amount.                This
Guarantee constitutes a guarantee of payment when due and not of
               collection, and the Guarantor specifically agrees that it shall not be
necessary                or required that the Secured Party exercise any right, assert
any claim or                demand, or enforce  






















	  	
any
remedy whatsoever against the Debtor (or any other person) before or as a condition to the
obligations of the Guarantor hereunder. 






	2. 	  	The
liability of the Guarantor under this Guarantee shall be absolute,
          unconditional, and irrevocable irrespective of:  







                
(a)    any
lack of validity, legality, or enforceability of the Debenture Purchase
          Agreement or any of the Debenture;  




                
(b)    the
failure of the Secured Party  



     	(i) 	  	
          to assert any claim or demand or to enforce any right or remedy against the
          Debtor or any other person (including any other guarantor) under the provisions
          of the Debenture, any security documents or otherwise, or 



          



     	(ii) 	  	
          to exercise any right or remedy against any other guarantor of, or collateral
          securing, any of the Obligations; 



          



     
                
(c)    any change in the time, manner or place of payment of, or in any other term of,
          all or any of the Obligations, or any other extension, compromise, or renewal of
          any Obligation; 



     
                
(d)    any reduction, limitation, impairment, or termination of the Obligations for any
          reason, including any claim of waiver, release, surrender, alteration, or
          compromise, and shall not be subject to (and the Guarantor hereby waives any
          right to or claim of) any defense or setoff, counterclaim, recoupment or
          termination whatsoever by reason of the invalidity, illegality, nongenuineness,
          irregularity, compromise, unenforceability of, or any other event or occurrence
          affecting, the Obligations or otherwise; 



     
                
(e)    any amendment to, rescission, waiver, or other modification of, or any consent
          to departure from, any of the terms of the Debenture; 



     
                
(f)    any exchange, release, or non-perfection of any collateral, or any amendment to
          or waiver or release of, or consent to departure from, any other Guarantee, held
          by the Secured Party securing any of the Obligations; or 



     
                
(g)    any other circumstance which might otherwise constitute a defense available to,
          or a legal or equitable discharge of, the Debtor, any surety, or any guarantor. 



	3.  	  	Guarantor
hereby waives diligence, presentment, demand of payment, filing of                claims
with a court in the event of merger or bankruptcy of the Debtor, any                right
to require a proceeding first against the Debtor or any other person,
               protest, notice of default in the payment of any sum payable by Debtor
under the                Debenture, notice of any other default, breach or nonperformance
of any                agreement, covenant or obligation of the Debtor under  
























	  	
the
Debenture, notice and all demands whatsoever, with respect to the Debenture or any
indebtedness evidenced thereby.  






	4.  	  	Guarantor
hereby expressly waives notice from the Secured Party of its                acceptance of
and reliance on this Guarantee. Guarantor agrees to pay all costs,
               expenses, and fees, including all attorneys’ fees and expenses, which
may                be incurred by the Secured Party in enforcing or attempting to enforce
this                Guarantee following any default on the part of Guarantor hereunder,
whether the                same shall be enforced by suit or otherwise.  






	5.  	  	Until
such time as this Guarantee shall have been discontinued and all debts and
               liabilities of the Debtor to the Secured Party shall have been paid in
full and                all obligations of the Guarantor hereunder shall have been
performed in full, no                payment made by or for the account of the Guarantor
pursuant to this Guarantee                shall entitle the Guarantor by subrogation or
otherwise to any payment by the                Debtor or from or out of any property of
the Debtor and the undersigned shall                not exercise any right or remedy
against the Debtor or any property of the                Debtor by reason of any
performance by the Guarantor of this Guarantee.  






	6.  	  	The
Guarantor hereby represents and warrants to the Secured Party as follows:  






     
                
(a)    the Guarantor is a corporation duly incorporated and validly existing under the
          laws of the State of California and has all requisite power and authority to
          conduct its business, to own its properties, and to execute and deliver and
          perform all of its obligations under this Guarantee Agreement; 



     
                
(b)    the execution, delivery and performance of this Guarantee Agreement have been
          duly authorized by all necessary corporate action of the Guarantor and do not
          and will not (i) violate any provision of its charter or by-laws or (ii) violate
          any material provision of any law or regulation that would make this Guarantee
          Agreement invalid or unenforceable; 



     
                
(c)    this Guaranty Agreement constitutes the valid and binding obligation of the
          Guarantor enforceable in accordance with its terms, except as enforcement may be
          limited by bankruptcy, insolvency or any other similar laws relating to the
          enforcement of the rights of creditors generally to the extent such laws apply
          to the Guarantor and except that equitable remedies may be granted only in the
          discretion of a court of competent jurisdiction; and 



     
                
(d)    the execution and delivery of this Guarantee Agreement to the Secured Party will
          substantially directly and indirectly benefit Guarantor. 



	7.  	  	No
amendment, release or modification of the provisions of this Guarantee shall
               be established by conduct, custom or course of dealing, but solely by an
               instrument in writing duly executed by the Secured Party and Guarantor. No
delay                or omission by the Secured Party to exercise any right under this
Guarantee                shall impair any such right, nor shall it be construed to be a
waiver thereof.  






















	8.  	  	The
obligations of Guarantor under this Guarantee shall not be altered, limited,
               or affected by any proceeding, voluntary or involuntary, involving the
               bankruptcy, insolvency, receivership, reorganization, liquidation, or
               arrangement of Debtor or by any defense which Debtor may have by reason of
the                order, decree, or decision of any court or administrative body
resulting from                any such proceeding. Guarantor agrees that any interest on
Obligations which                accrues after the commencement of any such proceeding
(or which would have                accrued had such proceedings not been commenced)
shall be included in the                Obligations.  






	9.  	  	In
the event that (a) the Guarantor shall file a petition to take advantage of
               any insolvency statute; (b) the Guarantor shall commence or suffer to
exist a                proceeding for the appointment of a receiver, trustee, liquidator
or conservator                of itself or of the whole or substantially all of its
property; (c) the                Guarantor shall file a petition or answer seeking
reorganization or arrangement                or similar relief under the Federal
bankruptcy laws or any other applicable law                or statute of the United
States of America or any state or similar law of any                other country; (d) a
court of competent jurisdiction shall enter an order,                judgment or decree
appointing a custodian, receiver, trustee, liquidator or                conservator of
the Guarantor or of the whole or substantially all of its                properties, or
approve a petition filed against the Guarantor seeking                reorganization or
arrangement or similar relief under the Federal bankruptcy                laws or any
other applicable law or statute of the United States of America or                any
state or similar law of any other country, or if, under the provisions of
               any other law for the relief or aid of debtors, a court of competent
               jurisdiction shall assume custody or control of the Guarantor or of the
whole or                substantially all of its properties and such order, judgment,
decree, approval                or assumption remains unstayed or undismissed for a
period of sixty (60)                consecutive days; (e) there is commenced against the
Guarantor any proceeding or                petition seeking reorganization, arrangement
or similar relief under the Federal                bankruptcy laws or any other
applicable law or statute of the United States of                America or any state,
which proceeding or petition remains unstayed or                undismissed for a period
of sixty (60) consecutive days; (f) there shall occur                and be continuing a
Default Event under the Debenture; (g) any default shall                occur in the
payment of amounts due hereunder; or (h) any other default in                compliance
with the terms hereof shall occur which remains uncured or unwaived                for a
period of thirty (30) days after the earlier of the date notice of such
               default is received by an officer of the Guarantor or the date an officer
of the                Guarantor otherwise has knowledge of such default (each of the
foregoing an                “Event of Default”), then and without notice
thereof or demand                therefor, so long as such Event of Default shall be
continuing, the Obligations                shall immediately become due and payable.  






	10.  	  	This
Guarantee shall be binding upon the Guarantor, its successors, transferees,
               and assigns, and shall inure to the benefit of the Secured Party and its
               successors, transferees and assigns.  




























	11.  	  	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 Guarantor at: 






	  	
Neptune Management Corp.

4312 Woodman Avenue, Third Floor

Sherman Oaks, CA 91423

facsimile (818) 953-9844

Attention:  Marco Markin 






	  	
with a copy to: 






	  	
Dorsey & Whitney, LLP

1420 Fifth Avenue, Suite 3400

Seattle, WA  98101

facsimile :  (206) 903-8820

Attention:  Kenneth Sam 






	  	
to Secured Party, at: 






	  	
Brooklyn Holdings LLC

P.O. Box 556

Charlestown, Nevis 







	  	
with a copy to: 






	  	
Swidler Berlin Shereff Friedman, LLP

The Chrysler Building 

405 Lexington Avenue

New York, NY 10174

facsimile:(212) 891-9598

Attention: Morris Orens
 







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

























	12.  	  	No
failure on the part of the Secured Party to exercise, and no delay in
               exercising, any right hereunder shall operate as a waiver thereof; nor
shall any                single or partial exercise of any right hereunder preclude any
other or further                exercise thereof or the exercise of any other right. The
remedies herein                provided are cumulative and not exclusive of any remedies
provided by law.  






	13.  	  	Any
provision of this Guarantee which is prohibited or unenforceable in any
               jurisdiction shall, as to such provision and such jurisdiction, be
ineffective                to the extent of such prohibition or unenforceability without
invalidating the                remaining provisions of this Guarantee or affecting the
validity or                enforceability of such provision in any other jurisdiction.  






	14.  	  	This
Guarantee shall be governed by and shall be construed and enforced in
               accordance with the laws of the State of California, without regard to its
               conflict of laws principle.  










[Signature Page Follows] 





















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








THE NEPTUNE SOCIETY, INC. 







By:  
            
            
            
            

         Name:    Marco Markin

         Title:  Chief Executive Officer  




BROOKLYN HOLDINGS LLC:



By:  
            
            
            
            

         Name:    

         Title:  










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