$9,000,000                                                December 24, 2002
                                                          Salt Lake City, Utah


                                 PROMISSORY NOTE


This  Promissory  Note is made  and  given  on the day  first  written  above by
SECURITY NATIONAL FINANCIAL  CORPORATION,  a Utah corporation  ("Borrower"),  as
maker,  to and for the  benefit  of  KEYBANK  NATIONAL  ASSOCIATION,  a national
banking  association,  and its  successors  and  assigns  ("Lender")  as  payee.
Borrower and Lender are parties to that certain "Loan and Security Agreement" of
even or recent dater herewith (the "Agreement")  pursuant to which Lender agreed
to make a loan to Borrower in the  original  principal  amount of  $9,000,000.00
(the "Loan") upon the terms and conditions  therein set forth.  This  Promissory
Note is  made in  connection  with  the  Agreement  and is the  Promissory  Note
referred to therein.  Capitalized  terms used in this  Promissory Note which are
not defined herein shall have the meanings given them in the Agreement.

     1. Promise to Pay  Principal  and Interest.  For value  received,  Borrower
promises to pay to Lender the principal  sum of NINE MILLION  DOLLARS AND NO/100
DOLLARS ($9,000,000.00),  together with interest on the unpaid principal balance
at a variable or floating rate equal to the sum of an index and a margin,  where
the index is Lender's  Prime Rate and the margin is a minus  twenty-eight  (-28)
basis points (i.e.,  -.28%) per annum, the sum of which is the "Effective Rate".
Changes to the  Effective  Rate will be made on the same day as changes occur to
Lender's  Prime Rate.  Lender need not give Borrower prior notice of any changes
in the Prime Rate.  Interest  will be  calculated on a basis of 360-day year and
charged for the actual number of days elapsed.  As used herein,  the term "Prime
Rate" means the interest rate  established  and  designated as such from time to
time by Lender.  Such rate is an index based on certain  factors  selected  from
time to time by Lender such as the prime or the base lending rates  announced by
other  financial  institutions.  The Prime  Rate  serves as the basis upon which
effective  rates of interest  are  calculated  for  variable-rate  loans made by
Lender which use that term as an index. Prime Rate does not necessarily mean the
lowest or best rate at which Lender may make a loan or otherwise extend credit.

     2.  Repayment.  Borrower  shall pay  accrued  interest  on the  outstanding
principal balance monthly  commencing on February 1, 2003, and continuing on the
first day of each month thereafter to and including July 1, 2003.  Commencing on
August 1,  2003,  and  continuing  on the first  day of each  month  thereafter,
Borrower  shall  make  monthly  payments  equal  to the  sum of (a)  $125,000.00
principal reduction,  and (b) accrued interest;  provided,  however, if Borrower
enters into an  interest  rate hedge or "swap"  agreement  with Lender or one of
Lender's  affiliates,  the monthly  payment of amount shall be adjusted based on
such swap agreement,  and Borrower and Lender shall attach a payment schedule as
an exhibit to this  Promissory  Note to reflect  such monthly  payment  amounts.
Notwithstanding  anything in the Agreement,  this Promissory  Note, or the other
Loan Documents to the contrary,  the entire unpaid principal balance of the Loan
and this Promissory  Note,  together with all accrued  interest and other unpaid
charges due to Lender pursuant to the Agreement,  this Promissory  Note, and the
other Loan Documents,  shall be due and payable on January 1, 2010. All payments
shall be made in lawful  currency  of the  United  States of  America at KeyBank
Tower,  Suite 2007, 50 South Main Street,  Salt Lake City,  Utah 84144,  or such
other place as the holder of the Promissory Note may designate. Payments falling
due on a day that is a Saturday,  Sunday, or other day on which commercial banks
in the State of Utah are  required  or  authorized  to be closed for the general
transaction  of banking  business shall be due on the next  succeeding  business
day;  provided,  however,  for  purposes of  determining  late  charges or other
matters that are determined or calculated  with respect to the date a payment is
due, all payments shall be considered to

<PAGE>


be due on the originally-scheduled payment date. All payments received by Lender
under  the  Promissory  Note or  otherwise  on  account  of the  obligations  or
indebtedness  evidenced  hereby,  shall be  applied in the  following  priority:
First, to the payment of late charges;  Second,  to the payment of any costs and
expenses  incurred by Lender under the  Promissory  Note for which  Borrower has
agreed to pay or reimburse  Lender;  Third, to the payment of accrued  interest;
and Fourth, to the payment of principal.  Notwithstanding,  the foregoing,  upon
the occurrence of an Event of Default,  as hereinafter  defined,  Lender may, in
its sole  discretion,  alter the priority of payments among the  above-described
categories.

     3. Late Charges. If any payment is not paid within ten (10) days after it's
scheduled  payment  date,  Borrower  agrees  to pay a late  charge  equal to the
greater of $50 or five percent (5%) of the amount of the delinquent payment. The
late  charge is  intended  to cover,  in part,  the extra  expense  of Lender in
handling  such  delinquent  payment  and its loss  opportunity  costs.  Borrower
acknowledges  that it  would be  impractical  for the  Borrower  and  Lender  to
determine  the exact  amount  of  damages  Lender  will  incur if a  payment  is
delinquent,  and that the amount set forth in this  Paragraph  3 is a good faith
estimate  of, and shall be  presumed  to be, the amount of damages  that will be
sustained by Lender as a result of a delinquent payment. Acceptance by Lender of
any late  charge  shall not be  construed  as a waiver any other right or remedy
Lender may have with respect to a delinquent payment

     4. Default  Interest  Rate.  Upon the occurrence of an Event of Default and
during the  continuance  thereof,  the margin used to compute the Effective Rate
shall, at Lender's sole option and without prior notice to Borrower, immediately
increase by an additional  four hundred (400) basis points (i.e.,  4%) and shall
continue at such rate, both before and after  judgment,  until the Loan has been
repaid in full and all of  Borrower's  other  obligations  to Lender  under this
Promissory  Note,  the  Agreement,  and the other Loan Documents have been fully
paid and discharged.

     5.  Collateral.  The  obligations  and  liabilities  of Borrower under this
Promissory Note are secured by Collateral described in the Agreement.

     6. Events of Default; Remedies. The occurrence of an Event of Default under
the Agreement shall  constitute a default under this  Promissory  Note. Upon the
occurrence  of an Event of  Default,  Lender  shall  have all of the  rights and
remedies set forth in the Agreement.  Without limiting the foregoing, Lender may
accelerate the entire unpaid principal balance of this Promissory Note, together
with accrued  interest  thereon,  and declare the same to be immediately due and
payable  without  presentment,  demand,  protest,  or other  notice of any kind.
Without waiving any right or remedy  available to it, Lender may proceed against
Borrower,  Guarantor,  or  any  Collateral  simultaneously  or in any  order  it
chooses.  To the fullest extent permitted by law,  Borrower waives any rights to
presentment,  demand,  protest,  or  notice of any kind in  connection  with the
Agreement,  this  Promissory  Note, or the other Loan  Documents.  No failure or
delay on the part of  Lender  in  exercising  any  right,  power,  or  privilege
hereunder will preclude any other or further exercise thereof or the exercise of
any other right, power, or privilege.

     7.Governing   Law.  This  Promissory  Note  is  deemed  to  be  negotiated,
delivered,  and to be performed in Salt Lake City,  Utah,  and shall be governed
and construed in accordance with the laws of the State of Utah.

     8.  Conflicts  with  Loan  Agreement.   In  the  event  of  a  conflict  or
inconsistency  between any term or provision  contained in this  Promissory Note
and any term or provision  contained in the Agreement,  the terms and provisions
of this Promissory Note shall have priority over the terms and provisions of the
Agreement.


                                SECURITY NATIONL FINANCIAL
                                CORPORATION, a Utah corporation




                                By: s/s Scott M. Quist
                                    President