GUARANTEE AGREEMENT

Exhibit 10.9

GUARANTEE AGREEMENT

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.

WHEREAS:

A.  The Guarantor is a wholly owned subsidiary of the Debtor.

B.  As a condition precedent to the Secured Party entering into the Loan Agreement and advancing funds pursuant to the promissory note issued under the Loan Agreement (the “Note”), 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 Loan Agreement.

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 Loan Agreement and the Note, 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 Loan Agreement and the Note (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 Loan Agreement and the Note 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 Loan Agreement or the Note;

(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 Loan Agreement, the Note, any security documents entered into pursuant thereto, 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 Loan Agreement and the Note;

(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 Loan Agreement and the Note, notice of any other default, breach or nonperformance of any agreement, covenant or obligation of the Debtor under the Loan Agreement and the Note, notice and all demands whatsoever, with respect to the Loan Agreement and the Note 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.