0001134821-05-000005 Sample Contracts

SECURITY AGREEMENT
Security Agreement • February 8th, 2005 • Neptune Society Inc/Fl • Services-personal services • New York

THIS SECURITY AGREEMENT ("Agreement") is dated as of February 2, 2005 and is entered into by and between Brooklyn Holdings, LLC, a Nevus limited liability company (“Secured Party") and The Neptune Society, Inc., a Florida corporation (“Grantor”) pursuant to a Loan Agreement dated February 2, 2005 (the “Loan Agreement”) between Secured Party and Grantor.

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GUARANTEE AGREEMENT
Guarantee Agreement • February 8th, 2005 • Neptune Society Inc/Fl • Services-personal services

GUARANTEE AGREEMENT, dated as of February 2, 2005 (this “Guarantee Agreement”), by and between Neptune Society of America, Inc., a California corporation ("Guarantor"), and Brooklyn Holdings, LLC, a Nevus limited liability company (the “Secured Party”), pursuant to the terms of a Loan Agreement (the “Loan Agreement”) dated as of February 2, 2005, by and between The Neptune Society, Inc., a Florida corporation (the “Debtor”) and the Secured Party.

THE NEPTUNE SOCIETY, INC. LOAN AGREEMENT
Loan Agreement • February 8th, 2005 • Neptune Society Inc/Fl • Services-personal services • California

This Loan Agreement (this “Agreement”) is dated February 2, 2005 by and between The Neptune Society, Inc., a Florida corporation (the “Corporation”) and Brooklyn Holdings LLC, a Nevis limited liability company (“Lender”). The Corporation and Lender are collectively referred to herein as the “parties” and each a “party.”

SECURITY AGREEMENT
Security Agreement • February 8th, 2005 • Neptune Society Inc/Fl • Services-personal services • New York

THIS SECURITY AGREEMENT ("Agreement") is dated as of February 2, 2005 and is entered into by and between Brooklyn Holdings, LLC, a Nevus limited liability company (“Secured Party") and Neptune Management Corp., a California corporation (“Grantor”) pursuant to a Guarantee Agreement dated February 2, 2005 (the “Guarantee Agreement”) between Secured Party and Grantor.

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • February 8th, 2005 • Neptune Society Inc/Fl • Services-personal services • California

This Separation and Release Agreement (“Agreement”) is effective as of February 2, 2005, by and among Marco Markin, an individual (“Markin”); Karla Markin, an individual and spouse of Marco Markin; 570421 B.C. Ltd., a British Columbia corporation (“B.C. Limited”); and the following (which are collectively referred to herein as “Neptune Society” or the “Company”): The Neptune Society, Inc., a Florida corporation; Neptune Society of America, Inc., a California corporation; Neptune Management Corporation, a California corporation; Heritage Alternatives, Inc., a California corporation; and Trident Society, Inc., a California corporation. Markin, Karla Markin, B.C. Limited and Neptune Society are sometimes collectively referred to as the “Parties.”

AMENDMENT #1 EMPLOYMENT AGREEMENT – JERRY NORMAN
Employment Agreement • February 8th, 2005 • Neptune Society Inc/Fl • Services-personal services

WHEREAS, section one of the employment agreement between the Company and the Employee calls for the employee to resign as President and assume the title of Senior Executive Vice President in the event of Markin’s resignation and,

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