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,
