PROMISSORY NOTE


     DATED this 29th day of December, 2005.

     For valuable consideration, the sufficiency and receipt of which are hereby
acknowledged,  MEMORIAL  INSURANCE  COMPANY OF AMERICA,  an  Arkansas  domiciled
insurance company (the "Maker"), hereby promises to pay to the order of SECURITY
NATIONAL  LIFE  INSURANCE  COMPANY,  a Utah  domiciled  insurance  company  (the
"Payee"),  at 5300 South 360 West, Suite 250, Salt Lake City, Utah 84123, or, at
the Payee's  option,  at such other place as may be  designated  in writing from
time to time by the Payee, the sum of Thirty Million Ninety-one Thousand Dollars
($30,091,000),  together with interest thereon as hereinafter  provided, in cash
or in assets of the Company to be  transferred to the Payee as determined by the
Payee in its sole discretion to be acceptable as payment on the Note.

     Interest on the loan shall be charged on the unpaid  principal  of the loan
at a rate equal to six  percent  (6%) per annum,  computed on the basis of a 365
day year until the loan shall have been paid in full.

     Principal and accrued interest shall be due and payable on or before thirty
(30) days from the date of Note.

     The Maker may prepay all or any  portion  of the  principal  balance of the
Note at any time,  and from time to time,  without  penalty.  All payments  made
under this Note shall be applied  first  toward  the  reduction  of accrued  and
unpaid interest and then toward the reduction of the unpaid principal hereof.

     This Note is secured by a Security Agreement of even date herewith executed
by the Maker.

     The Maker  shall be in default  under this Note if the Maker shall (a) fail
to make payment due hereunder when the same shall be due and payable, (b) file a
petition seeking to be adjudged bankrupt,  (c) make a general assignment for the
benefit of creditors,  (d) suffer the appointment of a receiver, (e) be found to
have  made  any  misrepresentation  to  the  Payee,  whether  or  not  any  such
misrepresentation  resulted in the making of this Note,  (f) fail to comply with
any other agreement  related to or contemplated in connection with the execution
of this Note, or (g) become insolvent, and, in the Payee's sole discretion,  any
such occurrence of default shall not be cured within ten (10) days thereof.




     Upon  default  hereunder,  at the option of the Payee,  the Payee will,  in
addition to the remedies set forth herein, be entitled to exercise all legal and
equitable  remedies  available  to the  holder  of a full  recourse  obligation,
including  seeking payment from all of the assets of the Maker. No agreement has
been made,  or will be made,  which  limits  the  Payee's  right to proceed  for
payment against any or all of the Maker's assets.  Upon default  hereunder,  the
Maker  immediately  shall  pay the  Payee,  on  demand,  any  and  all  expenses
reasonably  incurred in relation hereto,  including  reasonable  attorney's fees
incurred or paid by the Payee in protecting or enforcing its rights hereunder.

     This Note, in whole or in part,  may be extended from time to time with the
written consent of the Payee,  without in any manner  affecting the liability of
the Maker. Any consent of the Payee hereunder (written or otherwise), acceptance
of any payment due and payable under this Note other than in accordance with the
terms and provisions  hereof, or any failure of the Payee to exercise any rights
under this Note or to specifically enforce the terms and provisions hereof shall
not be deemed or  constitute  a waiver of any  rights or  remedies  to which the
Payee is entitled to under this Note or otherwise.

     If any  covenant or other  provision  of the Note is invalid,  illegal,  or
incapable of being enforced,  by reason of any rule of law or public policy, all
other  covenants and  provisions of the Note shall  nevertheless  remain in full
force and effect,  and no covenant or provision  shall be deemed  dependent upon
any other covenant or provision.

     This  Note  has  been  executed  as of the  date  first  above  written  in
conformity  with, and shall be construed  under and governed by, the laws of the
State of Arkansas.

                             MAKER:

                             MEMORIAL INSURANCE COMPANY OF AMERICA


                             By: /s/ Larry N. Perrin
                                 -------------------
                             Its:  Treasurer
                                   ---------
ATTEST:

 /s/ Bryan W. Duke
Its: Attorney

                             SECURITY NATIONAL LIFE INSURANCE COMPANY



                             By: /s/ Scott M. Quist
                                 ------------------
                             Its:  President
                                   ---------
ATTEST:

 /s/ Stephen M. Sill
Its: Chief Financial Officer