SECURITY AGREEMENT

                               SECURITY AGREEMENT


     THIS SECURITY AGREEMENT (the "Security Agreement") is made and entered into
effective   this 29th day of December,   2005, by and between   MEMORIAL   INSURANCE
COMPANY OF AMERICA, an Arkansas domiciled insurance company (the "Debtor"),   and
SECURITY   NATIONAL LIFE INSURANCE   COMPANY,   a Utah domiciled   insurance company
(the "Secured Party").

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1.    Security   Interest.   Subject to the terms and   provisions   of this Security
     Agreement,   the Debtor grants to the Secured Party a security interest (the
     "Security Interest") in the following collateral (the "Collateral"): All of
     the Debtor's   right,   title and   interest in, and to the proceeds   received
     from,   all of the assets owned by the Debtor,   as of the effective   date of
     this Agreement,   as listed and described in Schedule "A", which is attached
     hereto and by this reference made a part hereof.

2.    Obligation.   This   Security   Agreement   and the Security   Interest   granted
     hereby secure payment by the Debtor of its obligations   (the   "Obligation")
     under that certain   promissory note, of even date herewith,   payable to the
     Secured Party in the principal amount of Thirty Million Ninety-one Thousand
     Dollars ($30,091,000) (the "Note").

3.    Debtor's   Warranties   and   Covenants.   The   Debtor   hereby   represents   and
     warrants as follows:

     a.    Financing   Statements.    No   financing   statement   or   other   security
          agreement covering the Collateral or any proceeds thereof exists or is
          on file in any public office.

     b.    Ownership   of   Collateral.   The   Debtor is the   absolute   owner of the
          Collateral and has the right to pledge,   sell,   assign or transfer the
           same.   The Debtor shall defend the   Collateral   against all claims and
          demands of all persons at any time   claiming   the same or any interest
          therein adverse to the Secured Party.

     c.    No Material Adverse Change.   There has been no material adverse change
          in the   business,   business   prospects or   financial   condition of the
          Debtor that has not been fully disclosed to Secured Party.

     d.    Maintenance.   The Debtor shall keep the Collateral free from liens and
          other   security   interests and shall not create or suffer to exist any
          lien   or   security   interest   in   the   Collateral.   The   Debtor   shall
          immediately pay all costs necessary (including   reasonable   attorney's
           fees) to obtain,   preserve,   defend and enforce the Security Interest,
          collect the Note, and preserve, defend and collect the Collateral.

4.    Rights   and   Powers   of   Secured   Party.   The   Secured   Party   may,   in its
     discretion,   upon the occurrence of an event of default under this Security
     Agreement,   including,   without   limitation,   any breach of any covenant or
     warranty   hereunder   or any event of   default   under the Note (an "Event of
     Default").

     a.    Require   the   Debtor   to give   title,   possession   or   control   of the
          Collateral to the Secured Party;

     b.    Sell the   Collateral   and use   cash   proceeds   of sale or other   funds
          generated by the Collateral to reduce any part of the Obligation;

     c.    Take any   action the   Secured   Party is   permitted   to take under this
          Security   Agreement to preserve and enforce this   Security   Agreement,
          and maintain and preserve the   Collateral,   all without   notice to the
           Debtor; and

     d.    Add costs   incurred   in   connection   with each of the   forgoing to the
          Obligation   (b