Vice President of Finance Employment Agreement

THIS AGREEMENT made to have effect the 1st of February, 2003.


BETWEEN:


THE NEPTUNE SOCIETY, INC. a Florida corporation having its offices at 4312
Woodman Avenue, Third Floor, Sherman Oaks, CA 91423;


(the "Company")


AND:


MATTHEW J. HOOGENDOORN, an individual having his residence at 4522 Woodman
Avenue, # C217, Sherman Oaks, CA 91423-5592


(the "Employee")


WHEREAS, the Company wishes to obtain the services of the Employee, and the Employee is willing to provide his service to the Company upon the terms and conditions set forth in this Agreement.


NOW THEREFORE, in consideration of the premises and mutual covenants and agreements herein set forth, the parties hereto mutually covenant and agree as follows:


CONTRACT FOR SERVICES - ---------------------


1. The Company hereby engages the Employee to act as the Senior Vice President of Finance of the Company. The Employee shall perform all duties incident to such position of Senior Vice President of Finance and other duties as may reasonably be required from time to time by the C.E.O., C.O.O. or President of the Company.


2. The Employee shall provide the services at the time and in the manner set forth herein. The Employee shall perform his duties out of the Sherman Oaks, California office of the Company, but the Company may, at its discretion, direct that the duties be provided on occasion in other locations. The Employee shall perform his duties as long as a suitable work permit is in effect from the appropriate governing authorities.


EXTENT OF SERVICE - -----------------


3. The Employee shall, during the term of this contract, devote at least 90% of his attention during normal working hours to the business of the Company, but may continue as a director or Employee to any other company, firm, or individual that is not in competition with the Company so long as his association with such company, firm or individual does not interfere with his attention to the Company's business.


FEES AND EXPENSES - -----------------


4.1 In consideration of the Employee providing his services as Senior Vice President of Finance, the Company shall pay to the Employee, a fee, plus applicable taxes (if any), of US $146,000 annually. Such compensation is to be paid monthly. Upon signing this Agreement, the Company shall issue the Employee 30,000 shares of the Company's Common Stock as a signing bonus.


The Company shall provide directly to the Employee, at no cost, vehicle parking at the office site and medical or health benefits.. The Employee will be directly responsible for all necessary travel, auto and any other expenses incurred by the Employee in connection with the provision of the services hereunder, however, expenses required to be paid by the Company for specifically required Company work, the Employee shall furnish statements and receipts as a requirement for reimbursement.


(a) Automobiles. The Company shall provide the Employee with a monthly automobile allowance of no less than $1,000.


(b) Business and Travel allowance. The Company shall provide the Employee with a monthly business and travel allowance of no less than $1,000. The Company shall promptly reimburse the Employee for all business, travel and entertainment expenses.


4.2 In addition, there will be a bonus paid on an annual basis of no less than 25% of the annual salary issued to the Employee. The total bonus amount is to be paid to the Employee by check or with the issuance of common stock of the Company; such payment to be determined annually by the Board of Directors.


4.3 In addition, the Company agrees to grant to the Employee, subject to the
Company's stock option plan, 50,000 stock options with an exercise price of
$0.70 U.S. per share. These options become exercisable at any time
commencing after February 1, 2004. Any of these options that are exercised
will be replaced by the Company during the term of this Agreement at an
exercise price of 10% below the current market value at the time of grant.


4.4 It is agreed that for the first seven months of this Agreement, the Employee will be under an exclusive service contract to Hoogendoorn & Company CA and that the Company will pay, as directed by Hoogendoorn & Company CA, the fee as described in section 4.1 for this period. During the seven month period, Hoogendoorn & Company CA will be responsible for the payment of all withholdings for Federal, State and Provincial income tax, Employment Insurance and Pension Plans that may be required. Hoogendoorn & Company CA shall indemnify and hold harmless the Company and each of its officers and Directors from any liability in respect thereof


VACATION - --------


5. Under this Agreement the Employee is entitled to four weeks vacation per year.


CONFIDENTIAL INFORMATION - ------------------------


6. The Employee shall well and faithfully provide the service to the Company, and use his best efforts to promote the interest thereof and shall not disclose (either during the term of this Agreement or at any time thereafter) the private


affairs of the Company or any trade secret of the Company, to any persons other than the Management of the Compan ...