LOAN AGREEMENT

                                     Between

                            ZIONS FIRST NATIONAL BANK
                                     Lender

                                       and

                    SECURITY NATIONAL LIFE INSURANCE COMPANY
                                    Borrower

                          Effective Date: June 12, 2007



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23

                                 LOAN AGREEMENT

     This Loan  Agreement  is made and entered  into by and between  Zions First
National Bank and Security  National Life Insurance  Company as of June 12, 2007
(the "Effective Date").

     For good and valuable  consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1.       Definitions

1.1      Definitions

     Terms defined in the singular  shall have the same meaning when used in the
plural and vice versa. As used herein, the term:

     "Acknowledgment"  means a  written  statement,  substantially  in the  form
attached  hereto as  Exhibit  B,  executed  by the maker of an  Underlying  Note
acknowledging  that Borrower has  collaterally  assigned the Underlying  Note as
payable to the order of Lender and has further  collaterally  assigned to Lender
all  rights as  beneficiary  under the  Underlying  Deed of Trust  securing  the
Underlying  Note together with all right,  title and interest of Borrower in and
to all other documents, instruments and agreements executed and delivered by the
maker of the Underlying Note. In the  alternative,  Borrower may insert into any
Underlying  Notes  language  wherein  the  Maker  acknowledges  that the Note is
assignable,  such as "borrower  acknowledges that lender has the right to assign
an interest in this note to another lender."

     "Banking Business Day" means any day not a Saturday,  Sunday, legal holiday
in the State of Utah,  or day on which  national  banks in the State of Utah are
authorized to close.

     "Borrower" means Security National Life Insurance  Company,  including each
of its successors, and, if permitted, assigns.

     "Borrowing Base" means the aggregate of the following:

     (a) for Eligible Notes that are Underlying  Notes  encumbered by Underlying
Property that is Commercial  Property,  the lesser of seventy-five percent (75%)
of the  face  amount  of such  Eligible  Notes  or  sixty  percent  (60%) of the
appraised value of the Underlying Property.

     (b) for Eligible Notes that are Underlying  Notes  encumbered by Underlying
Property that is Residential Property,  Construction Property, or Land Property,
twenty percent (20%) of the face amount of such Eligible Notes, with the portion
of the Borrowing Base attributable to such Eligible Notes not exceeding,  in the
aggregate,  Two Million Dollars  ($2,000,000.00) . (Underlying  Property that is
Construction  Property  may be included  under this  subsection  (b) or the next
subsection (c).)

     (c) Underlying Notes encumbered by Underlying Property that is Construction
Property,  the lesser of one hundred  percent  (100%) of the  amounts  loaned by
Borrower on the Underlying  Note or eighty percent (80%) of the appraised  value
of the Underlying  Property.  The portion of the Borrowing Base  attributable to
Construction  Property  under  this  subsection  (c)  may  not  exceed,  in  the
aggregate, Ten Million Dollars ($10,000,000.00).

     (d) The maximum amount of any individual Eligible Note that may be added to
the  Borrowing   Base  is  limited  to  not  more  than  Five  Million   Dollars
($5,000,000.00).

     (e) No Eligible  Note that is more than Ninety (90) days past the  Eligible
Note's maturity date may be included within the Borrowing Base.

     "Borrowing Base Certificate" means a certificate  executed by Borrower,  as
set forth in Section 6.7 Financial Statements and Reports, in a form approved by
Lender  and  including  information  such as the exact name of the maker of each
Underlying Note,  including the maker's address; the date of the funding of each
Underlying  Note or advance based upon the Underlying  Note; the amount advanced
by Lender on each Underlying Note; the identity, values, and the amount advanced
by Lender on all Real Estate Owned; the Underlying  Notes collateral  value; and
the current Loan-to-Value ratio of the Loan.

     "Collateral" shall have the meaning set forth in Section 3.1 Collateral.

     "Collateral  Pool Report" means a report created by Borrower,  as set forth
in Section 6.7 Financial  Statements  and Reports,  in a form approved by Lender
and including the information set forth in section 6.7(e).

     "Commercial  Property"  means  Underlying  Property  upon  which  there are
existing  improvements  that are  designed  for and  suited  for  commercial  or
business use and for which  necessary or applicable  land use or zoning approval
has been obtained.

     "Construction  Property"  means  Underlying  Property  for  which the funds
derived from the Underlying Note would be used to construct new  improvements on
the Underlying Property.

     "Effective Date" shall mean the date the parties intend this Loan Agreement
to become binding and enforceable,  which is the date stated in the introductory
paragraph of this Loan Agreement.

     "Eligible  Note"  means an  Underlying  Note  described  on the most recent
Borrowing Base Certificate  delivered to Lender in accordance herewith and which
at all times meets the following requirements:

          a. The Underlying Note is secured by an Underlying Deed of Trust which
     is in form and  content  acceptable  to  Lender  in its  sole and  absolute
     discretion  and which is otherwise  sufficient  to create a first  priority
     lien in and to the  Underlying  Property  described  therein  in  favor  of
     Borrower, subject only to Permitted Encumbrance; however, Lender shall also
     accept an Underlying Note where the Underlying Deed of Trust is in a second
     priority  lien  position  so long as the  Borrower  also  holds  the  first
     priority lien position on the Underlying  Property,  and the  Loan-to-Value
     ratio from both liens is not more than 75%;

          b.  Borrower  has (i)  collaterally  assigned the  Underlying  Note as
     payable  to the order of  Lender,  which  endorsement  shall be in the form
     attached hereto as Exhibit C;

          c.  Borrower  has  collaterally  assigned  to  Lender  all  rights  as
     beneficiary or mortgagee  under the  Underlying  Deed of Trust securing the
     Underlying Note together with all right,  title and interest of Borrower in
     and to  all  other  documents,  instruments  and  agreements  executed  and
     delivered by the maker of the Underlying Note, which assignment shall be in
     the form attached hereto as Exhibit D;

          d. Borrower has delivered to Lender for all Underlying Notes where the
     Underlying  Deed  of  Trust  encumbers   either   Commercial   Property  or
     Construction  Property  for  which  100% of the  face  value  or 80% of the
     appraised  value has been  applied  to the  Borrowing  Base,  the  original
     Underlying  Note, the Assignment of the Underlying  Note, the Assignment of
     Deed  of  Trust,  and a copy of the  recorded  Underlying  Deed  of  Trust,
     provided  that Lender will not record an Assignment of Deed of Trust except
     in the case of an Event of  Default  pursuant  to  paragraph  7.1 or in the
     event that  Lender has  reasonable  cause to  believe  it is  justified  in
     receiving  notice of any possible  claims or issues  involving title to the
     Underlying  Property  and the  applicable  state  does  not  provide  for a
     "request for notice" or similar type document to be recorded;

          e.  The  loan  represented  by  the  Underlying  Note  must  meet  all
     applicable  provisions and requirements set forth in the Borrower's written
     loan policy for underwriting loans secured by Commercial, Residential, Land
     or Construction Loans;

          f. No  default  in  payment  or  performance  by the  maker  under the
     Underlying  Note, and no condition,  which with notice,  passage of time or
     both would  constitute  a default in  payment or  performance  by the maker
     under  the  Underlying  Note  has  occurred  and is  continuing  under  the
     Underlying  Note,  except that defaults are allowed under which Borrower in
     the ordinary  course of business has imposed a default  interest rate or an
     extension of time,  or other  classes or types of defaults for which Lender
     has consented to Borrower in writing;

          g.  For  an   Underlying   Note  whose  face  amount  is  Two  Hundred
     Fifty-Thousand  Dollars  ($250,000.00) or more, the Underlying Property has
     had  an  appraisal  performed  that  supports  the  value  assigned  to the
     Underlying Property, and, in the case of Commercial Property, the appraisal
     has been submitted to the Lender's  Appraisal  Review  Department  (who may
     review  the  appraisal  to  assure  compliance  with  requirements  of  the
     Financial  Institution  Reform  Recovery and  Enforcement Act and any other
     applicable  laws,  regulations,  or  standards).  Lender  may  periodically
     provide  Borrower with lists of appraisers from whom Lender will not accept
     appraisals,  and the appraisal may be rejected on the basis of the identity
     of the appraiser;  otherwise,  Lender may not reject any  appraisals  based
     solely upon the identity of the appraiser;

          h. For an  Underlying  Note whose face amount is less than Two Hundred
     Fifty-Thousand Dollars ($250,000.00),  the value assigned to the Underlying
     Property has been established by  documentation  that sets forth the square
     footage of any  improvements to the Underlying  Property and the acreage if
     the Underlying  Property is Land Property,  the  tax-assessed  value of the
     Underlying  Property;  and  either  (i) a sales  price  within the last six
     months of the Underlying  Property,  or (ii)  documentation of two sales of
     comparable properties;

          i. The Underlying  Property encumbered by the Underlying Deed of Trust
     accompanying   the  Underlying   Note  consists  of  Commercial   Property,
     Construction    Property,    Residential   Property,   or   Land   Property
     (specifically, no recreation property is allowed); and

          j. Each of the representations and warranties of Borrower set forth in
     Section 5.13 Underlying  Notes and Underlying Deeds of Trust, and Standards
     for Collateral  Examination hereof with respect to the Underlying Notes and
     the  Underlying  Deeds of Trust is true and  correct  as of the date of the
     most recent Borrowing Base Certificate.

     "Environmental Condition" shall mean any condition involving or relating to
Hazardous Materials and/or the environment affecting the Real Property,  whether
or not yet  discovered,  which could or does result in any damage,  loss,  cost,
expense,  claim, demand, order, or liability to or against Borrower or Lender by
any  third  party  (including,   without  limitation,  any  government  entity),
including,  without  limitation,  any condition  resulting from the operation of
Borrower's  business  and/or  operations  in the  vicinity of the Real  Property
and/or any activity or operation  formerly  conducted by any person or entity on
or off the Real Property.

     "Environmental Health and Safety Law" shall mean any legal requirement that
requires or relates to:

          a.  advising  appropriate  authorities,  employees,  or the  public of
     intended or actual releases of Hazardous Materials, violations of discharge
     limits or other prohibitions,  and of the commencement of activities,  such
     as resource  extraction or construction,  that do or could have significant
     impact on the environment;

          b.  preventing  or  reducing  to  acceptable  levels  the  release  of
     Hazardous Materials;

          c. reducing the quantities,  preventing the release, or minimizing the
     hazardous  characteristics  of  wastes  or  Hazardous  Materials  that  are
     generated or are present in the environment;

          d. assuring that products are designed, formulated, packaged, and used
     so that  they do not  present  unreasonable  risks to human  health  or the
     environment when used or disposed of;

          e. protecting resources, species, or ecological amenities;

          f.  use,   generation,   storage,   transportation,   sale,  disposal,
     treatment,  or transfer of Hazardous Materials or other potentially harmful
     substances;

          g. cleaning up Hazardous Materials that have been released, preventing
     the  threat  of  release,  and/or  paying  the  costs  of such  clean up or
     prevention;

          h.  conducting  remedial  investigations,  feasibility  studies,  risk
     assessments,  and any other such study or  investigation as consistent with
     applicable  state or federal law to  characterize  or examine the actual or
     potential release or presence of Hazardous Materials in the environment; or

          i. making  responsible  parties pay for damages  done to the health of
     others or the environment or permitting  self-appointed  representatives of
     the public interest to recover for injuries done to public assets.

     "Event of  Default"  shall have the meaning set forth in Section 7.1 Events
of Default.

     "Hazardous  Materials" means (i) "hazardous  waste" as defined by the Solid
Waste Disposal Act, as amended by the Resource  Conservation and Recovery Act of
1976 (42 U.S.C. Section 6901 et. seq.), including any future amendments thereto,
and regulations  promulgated  thereunder,  and as the term may be defined by any
contemporary  state  counterpart  to such act;  (ii)  "hazardous  substance"  as
defined by the Comprehensive Environmental Response,  Compensation and Liability
Act of 1980 (42 U.S.C.  Section 9601 et. seq.),  including any future amendments
thereto, and regulations promulgated thereunder,  and as the term may be defined
by any  contemporary  state  counterpart  of  such  act;  (iii)  asbestos;  (iv)
polychlorinated  biphenyls;  (v)  underground  or above  ground  storage  tanks,
whether  empty or  filled  or  partially  filled  with any  substance;  (vi) any
substance the presence of which is or becomes prohibited by any federal,  state,
or local law,  ordinance,  rule, or  regulation;  and (vii) any substance  which
under any federal,  state, or local law, ordinance,  rule or regulation requires
special  handling  or  notification  in  its  collection,   storage,  treatment,
transportation, use or disposal.

     "Land   Property"  means   Underlying   Property  on  which  no  structural
improvements  exist   (specifically   excluding  such   infrastructure  such  as
utilities, parking areas, or adjacent roads).

     "Lender" means Zions First National Bank, its successors, and assigns.

     "Loan" means the loan to be made pursuant to Section 2 Loan Description, in
the maximum principal amount of the Loan Amount.

     "Loan  Agreement"  means  this  agreement,   together  with  any  exhibits,
amendments, addendums, and modifications.

     "Loan   Amount"   means  the  amount  of  up  to  Forty   million   dollars
($40,000,000.00),  to be disbursed  pursuant to the terms and conditions of this
Loan  Agreement,  plus any sum in  addition  thereto  advanced  by Lender in its
discretion in accordance with the Loan Documents.

     "Loan Availability  Amount" means the lesser of (i) the Loan Amount or (ii)
the Borrowing Base.

     "Loan  Documents"  means the Loan Agreement,  Promissory  Note,  Guarantee,
Security  Documents,   Acknowledgments,   all  other  agreements  and  documents
contemplated   by  any  of  the  aforesaid   documents,   and  all   amendments,
modifications,  addendums,  and  replacements,  whether  presently  existing  or
created in the future.

     "Loan-to-Value  Ratio"  means  the  ratio  of (i) the  face  amount  of the
Underlying Note (or, if the context requires,  the aggregate of debt encumbering
the Underlying Property) to (ii) the value of the Underlying Property.

     "Organizational Documents" means, in the case of Borrower as a corporation,
its Articles or Certificate of Incorporation and By-Laws.  For any other entity,
the  Organizational  Documents  shall consist of all  documents of  organization
filed in the entity's  state of creation,  any operating  agreements,  governing
articles, partnership agreements, a Trust Agreement or Declaration of Trust.

     "Permitted  Encumbrances" means, with respect to any particular  Underlying
Deed of Trust, (a) any matters other than monetary liens set forth in the policy
of title insurance issued to the beneficiary  under the Underlying Deed of Trust
insuring  such  beneficiary's  interest in the  Underlying  Property,  which are
acceptable to Lender as of the date of the related Underlying Note, (b) the lien
of current real  property  taxes and  assessments  not yet due and payable,  (c)
first priority liens as specifically allowed in this Agreement and (d) any other
lien or encumbrance that Lender shall expressly approve in its sole and absolute
discretion.

     "Promissory  Note"  means the  promissory  note to be  executed by Borrower
pursuant to Section 2.4 Promissory  Note in the form of Exhibit A hereto,  which
is  incorporated  herein by  reference,  and any and all  renewals,  extensions,
modifications, and replacements thereof.

     "Real Property" means any and all real property and  improvements  thereon,
owned or leased by Borrower or in which  Borrower has any other  interest of any
nature whatsoever.

     "Residential  Property"  means  Underlying  Property  that has an  existing
improvement designed for residential use and is zoned or otherwise designated by
the appropriate land use authority for residential use.

     "Security Documents" means all security agreements,  assignments,  pledges,
financing  statements,  deeds of trust,  mortgages,  and other  documents  which
create or evidence any security interest,  assignment, lien or other encumbrance
in  favor  of  Lender  to  secure  any  or all of  the  obligations  created  or
contemplated  by any of the Loan Documents,  and all amendments,  modifications,
addendums,  and  replacements,  whether  presently  existing  or  created in the
future.

     "Underlying  Deed of Trust" means a deed of trust or mortgage which creates
a lien in favor of Borrower in and to the Underlying  Property described therein
and which secures the related Underlying Note.

     "Underlying   Documents"  means  the  Underlying  Deed  of  Trust  and  the
Underlying Note

     "Underlying Note" means a promissory note originally issued or subsequently
assigned to Borrower,  which is executed and  delivered by an owner or purchaser
of  Underlying  Property to evidence the owner's or  purchaser's  obligation  to
repay a loan  made to such  purchaser  or  owner  and  which  is  secured  by an
Underlying Deed of Trust.

     "Underlying  Property" means the real property together with all buildings,
fixtures, and improvements thereon; all waters and water rights on, relating, or
appertaining  thereto;  all  easements,  licenses  and rights of way relating or
appertaining  thereto;  all rents,  issues,  royalties,  income and profits; all
awards made for taking by eminent  domain or any  proceeding or purchase in lieu
thereof; the proceeds of any insurance;  all tenements,  hereditaments,  rights,
privileges,  and appurtenances belonging or relating thereto or any improvements
thereon;  and  including any of the foregoing now existing or created or arising
in the future,  if any,  which are described in an Underlying  Deed of Trust and
which act as security for an Underlying Note.

2. Loan Description

2.1 Amount of Loan

     Upon  fulfillment  of all  conditions  precedent  set  forth  in this  Loan
Agreement,  and so long as no Event of Default  exists,  and no other breach has
occurred under the Loan Documents,  Lender agrees to loan Borrower up to, in the
aggregate, the Loan Availability Amount.

2.2 Nature and Duration of Loan

     The Loan shall be a revolving  loan  payable in full upon the date and upon
the terms and conditions  provided in the Promissory  Note.  Lender and Borrower
intend the Loan to be in the nature of a line of credit under which Borrower may
repeatedly  draw funds on a  revolving  basis in  accordance  with the terms and
conditions of this Loan Agreement and the Promissory Note. The right of Borrower
to draw funds and the  obligation  of Lender to advance  funds  shall not accrue
until  all of  the  conditions  set  forth  in  Section  4  Conditions  to  Loan
Disbursements  have  been  fully  satisfied,   and  shall  terminate:  (i)  upon
occurrence of an Event of Default or (ii) upon maturity of the Promissory  Note,
unless the Promissory Note is renewed or extended by Lender,  in which case such
termination  shall occur upon the maturity of the final  renewal or extension of
the Promissory Note. Upon such termination,  any and all amounts owing to Lender
pursuant to the Promissory  Note and this Loan Agreement  shall thereupon be due
and payable in full.

2.3 Redetermination of Borrowing Base

     Lender  shall  redetermine  the  Borrowing  Base and the Loan  Availability
Amount at monthly  meetings  with  Borrower (or more often as Lender may agree).
Such meetings shall be scheduled to accommodate Lender's requirements as to time
and  place.   Lender  shall  redetermine  the  Borrowing  Base,  and  upon  such
redetermination, Borrower shall make any required payments to Lender pursuant to
Section 2.7  Prepayment  of Principal to reduce the  outstanding  balance of the
Loan to no more than the amounts  permitted  hereunder.  Lender  shall also make
available  as provided  herein all  advances  under the Loan as supported by the
redetermined Borrowing Base.

2.4 Promissory Note and Interest Rate

     The Loan shall be evidenced by the Promissory  Note.  The  Promissory  Note
shall be  executed  by  Borrower  on the form as  supplied  by Lender,  and such
Promissory Note shall be delivered to Lender upon execution and delivery of this
Loan Agreement.

     Interest shall accrue from the date of disbursement of the principal amount
or portion  thereof until paid,  both before and after  judgment,  in accordance
with the terms set forth herein.  The interest rate on the Promissory  Note will
be subject to change from time to time based on changes in an independent  index
which  is  the 1  year  LIBOR  rate.  Lender's  LIBOR  rate  is  to be  strictly
interpreted  and is not  intended to serve any purpose  other than  providing an
index to determine  the interest rate used herein.  Lender's  LIBOR rate may not
necessarily  be the  same as the  quoted  offered  side in the  Eurodollar  time
deposit  market by any  particular  institution  or  service  applicable  to any
interest  period.  As used herein,  Lender's LIBOR rate shall mean the rates per
annum  quoted by Lender as Lender's 1 year LIBOR rate based upon quotes from the
London  Interbank  Offered Rate from the British  Bankers  Association  Interest
Settlement  Rates, as quoted for U.S. Dollars by Bloomberg,  or other comparable
services selected by the Lender (the "Index").  The Index is not necessarily the
lowest rate  charged by Lender on its loans.  If the Index  becomes  unavailable
during the term of this loan,  Lender may  designate  a  substitute  index after
notifying Borrower. The interest rate change will not occur more often than each
year.  Borrower  understands  that Lender may make loans based on other rates as
well.  Borrower  understands  that Lender may make loans based on other rates as
well.  The interest rate to be applied to the unpaid  balance of the  Promissory
Note will be a rate of 1.64 percentage points (1.64%) over the Index.

2.5 Notice and Manner of Borrowing

     Borrower  shall be able to obtain  advances  under this Loan  Agreement  by
setting up with Lender a loan sweep account using Lender's  documentation (or in
any other manner agreed to by Lender).

2.6 Fees

          a. Commitment Fee. Upon execution and delivery of this Loan Agreement,
     Borrower  shall  pay  Lender  a loan fee  representing  fourteen-and-a-half
     hundreths  of  one  percent  (0.145%)  of the  Loan  Amount,  which  fee is
     Fifty-eight  Thousand Dollars  ($58,000.00),  with a credit of Twenty-three
     thousand Dollars for prior commitment fees paid on prior loans, which shall
     make the Commitment Fee due Thirty-five thousand Dollars ($35,000.00). This
     Commitment  Fee from  Borrower is due upon  entering  this Loan  Agreement,
     notwithstanding any other provision in this Loan Agreement, payment of this
     Commitment  Fee is a condition  precedent  to any  disbursements  under the
     Loan,  and Lender is under no  obligation  to make any  advances  until the
     Commitment  Fee is paid.  No portion of such fee shall be  refunded  in the
     event of early  termination  of this Loan  Agreement or any  termination or
     reduction  of the right of  Borrower  to request  advances  under this Loan
     Agreement. The Commitment Fee may be paid through an advance on the Loan.

          b.  Loan Fee.  Borrower  shall pay to Lender a fee for the Loan for so
     long as this  Loan  Agreement  is in  effect.  The loan fee shall be amount
     equal to one-quarter of one percent (0.25%) per annum of the unused portion
     of the Loan,  calculated on the average unused portion of the Loan for each
     calendar month. The loan fee shall be payable  quarterly,  in arrears,  and
     shall be due upon receipt of a statement therefor from Lender.

2.7 Prepayment of Principal and Curtailments

          a.  Discretionary.  Borrower  may  prepay  all or any  portion  of the
     principal amount of the Loan at any time without premium or penalty.

          b. Mandatory. In the event the aggregate outstanding principal balance
     of the Loan  exceeds  the Loan  Availability  Amount at any time,  Borrower
     shall, unless Lender shall otherwise consent in writing,  without notice or
     demand of any kind,  immediately  make such  repayments of the Loan or take
     such other actions as shall be necessary to eliminate such excess.

3. Security for Loan

3.1 Collateral

     The Loan,  Promissory  Note, and all obligations of Borrower under the Loan
Documents  shall be secured by such  collateral  as is provided in the  Security
Documents (the  "Collateral"),  which shall  include,  without  limitation,  the
following:

          a. The Underlying Notes.

          b. The Underlying Deeds of Trust.

     Lender  will not record the  Assignments  of Deeds of Trust,  except in the
event of default  pursuant  to  paragraph  7.1 or in the event  that  Lender has
reasonable  cause to believe it is justified in receiving notice of any possible
claims or issues  involving title to the Underlying  Property and the applicable
state does not provide for a "request for notice" or similar type document to be
recorded.

3.2 Release of Collateral

     Borrower may request the release of an Underlying Note,  whether or not the
same is deemed  at the time of such  release  to be an  Eligible  Note,  and the
release,  reassignment,  and/or  reconveyance of any related  Underlying Deed of
Trust from the lien and encumbrance of the Security Documents from time to time,
as  well  as the  physical  return  of any  such  Underlying  Note  and  related
Underlying  Deed of Trust.  Lender's  obligation  to  release  any such items of
Collateral is subject to the following:

          a. Qualified  Release.  Lender shall release any  Underlying  Note and
     Underlying Deed of Trust if each of the following  conditions precedent are
     satisfied:

               i.  Borrower  has  notified  Lender in writing  of the  requested
          release or has otherwise  noted the need for the Qualified  Release in
          the Borrowing Base Certificate;

               ii.  Borrower has been paid all amounts due under the  Underlying
          Documents; and

               iii.  Borrower agrees to make all payments  required  pursuant to
          Section 2.7(b) Prepayment of Principal - Mandatory after giving effect
          to such release.

          b.  Discretionary  Release.  Collateral  not  eligible  to be released
     pursuant to the  conditions  specified  in  subparagraph  (a) above will be
     released  upon such terms and  conditions  and for payment as determined by
     Lender in its sole and absolute discretion.

          c. Adjustment to Borrowing Base. Any Underlying Note released shall no
     longer  be  available  for  consideration  as  an  Eligible  Note  and,  if
     necessary,  the  Borrowing  Base  shall be  immediately  and  automatically
     redetermined to reflect such release.

          d. Prompt  Release.  Lender shall make available to Borrower  within 2
     business  days and upon  notice  from  Borrower  all  Underlying  Documents
     qualifying  for  release,  together  with all  releases,  assignments,  and
     reconveyances necessary to effectuate the release.

4. Conditions to Loan Disbursements

4.1 Conditions to Loan Disbursements

     Lender's  obligation  to disburse any of the Loan is expressly  subject to,
and shall  not  arise  until all of the  conditions  set forth  below  have been
satisfied.  All of  the  documents  referred  to  below  must  be in a form  and
substance acceptable to Lender.

          a. Lender is allowed to perform an  examination  of the Collateral and
     the Borrowing Base,  including any analysis of Borrower's lending practices
     and  operations  (in  which  Lender  shall be able to exam  any  Underlying
     Documents  and other  documents as required by Lender in order to determine
     the initial  Borrowing  Base to Lender's  satisfaction),  and  Borrower has
     satisfied any of Lender's concerns. The Parties acknowledge that Lender has
     performed an initial Collateral  Examination prior to the execution of this
     Loan  Agreement,  and the  representations  and  warranties in section 5.13
     relating  thereto (and to any subsequent  Collateral  Examination)  must be
     correct.  Lender may perform subsequent  Collateral  Examinations as Lender
     determines at its discretion.

          b. Borrower shall have paid the Commitment Fee.

          c. Borrower has complied with its obligations to deliver to Lender the
     Borrowing Base  Certificate  and the Collateral  Pool Report and to present
     all required reporting under Section 6.7 Financial Statements and Reports.

          d.  The  Loan  must be used to pay  off  immediately  the  three-month
     Fifteen  Million  Dollar  ($15,000,000.00)  bridge  loan  that  Lender  has
     extended to Borrower, and no funds will be made available to Borrower under
     this Loan that would not allow the bridge  loan to be paid in full from the
     funds of this Loan.

          e. All of the Loan Documents and all other  documents  contemplated to
     be  delivered  to Lender  prior to  funding  have been fully  executed  and
     delivered to Lender.

          f.  All of the  documents  contemplated  by the Loan  Documents  which
     require  filing or recording  have been properly filed and recorded so that
     all of the liens and  security  interests  granted to Lender in  connection
     with the Loan  will be  properly  created  and  perfected  and will  have a
     priority acceptable to Lender.

          g. All other conditions  precedent  provided in or contemplated by the
     Loan Documents or any other agreement or document have been performed.

          h. As of the date of  disbursement  of all or any portion of the Loan,
     the  following  shall  be true and  correct:  (i) all  representations  and
     warranties  made by Borrower and  Guarantor in the Loan  Documents are true
     and  correct  as of the  date of such  disbursement;  and  (ii) no Event of
     Default has occurred  and no  conditions  exist and no event has  occurred,
     which,  with the  passage of time or the giving of notice,  or both,  would
     constitute an Event of Default,  except those  defaults,  such as instances
     where  the  Borrower  in  the  ordinary  course  of  business  has  granted
     extensions of time or imposed default rates of interest, as provided for in
     this Loan Agreement.

     All  conditions  precedent set forth in this Loan  Agreement and any of the
Loan Documents are for the sole benefit of Lender and may be waived unilaterally
by Lender.

4.2 No Default, Adverse Change, False or Misleading Statement

     Lender's  obligation to advance any funds at any time pursuant to this Loan
Agreement and the Promissory Note shall, at Lender's sole discretion,  terminate
upon the  occurrence  of any  Event of  Default  or upon the  occurrence  of any
material adverse change in Borrower's or any Guarantor's organization or affairs
or in any matter  concerning which an agreement,  covenant,  representation,  or
warranty has been made herein,  or upon the  determination by Lender that any of
Borrower's or any Guarantor's  representations made in any of the Loan Documents
were false or materially misleading when made.

5. Representations and Warranties

5.1 Organization and Qualification

     Borrower represents and warrants that it is a corporation duly incorporated
and existing in good standing  under the laws of the State of Utah,  and that it
is qualified and in good standing to do business in the State of Utah.

     Borrower  represents  and warrants that it is duly qualified to do business
in each jurisdiction where the conduct of its business requires qualification.

     Borrower  represents  and warrants that it has the full power and authority
to own its  properties  and to conduct  the  business in which it engages and to
enter into and perform its obligations under the Loan Documents.

     Borrower  represents  and  warrants  that it has  delivered  to  Lender  or
Lender's  counsel  accurate and  complete  copies of  Borrower's  Organizational
Documents which are operative and in effect as of the Effective Date.

5.2 Authorization

     Borrower  represents  and  warrants  that  the  execution,   delivery,  and
performance  by the  respective  entity  of the Loan  Documents  has  been  duly
authorized  by all  necessary  action  on the part of the  Borrower  and are not
inconsistent  with the  Borrower's  Organizational  Documents  or any  operating
agreement,  do not and will not  contravene  any  provision  of, or constitute a
default under, any indenture,  mortgage,  contract, or other instrument to which
the  Borrower is a party or by which it is bound,  and that upon  execution  and
delivery thereof,  the Loan Documents will constitute legal,  valid, and binding
agreements and obligations of the Borrower, enforceable in accordance with their
respective terms.

5.3 No Governmental Approval Necessary

     Borrower represents and warrants that no consent by, approval of, giving of
notice to,  registration  with, or taking of any other action with respect to or
by any  federal,  state,  or local  governmental  authority or  organization  is
required for the  Borrower's  execution,  delivery,  or  performance of the Loan
Documents.

5.4 Accuracy of Financial Statements

     Borrower  represents  and  warrants  that  all  of  its  audited  financial
statements  heretofore delivered to Lender have been prepared in accordance with
generally  accepted  accounting  principles  consistently  applied and fully and
fairly represent  Borrower's  financial condition as of the date thereof and the
results of Borrower's operations for the period or periods covered thereby.

     Borrower  represents  and  warrants  that  all of its  unaudited  financial
statements  heretofore  delivered  to Lender  fully  and  fairly  represent  the
Borrowing entity's financial condition as of the date thereof and the results of
the Borrowing entity's  operations for the period or periods covered thereby and
are consistent with other financial statements previously delivered to Lender.

     Borrower  represents  and warrants  that since the dates of the most recent
audited and unaudited financial  statements  delivered to Lender, there has been
no material adverse change in its financial condition.

     Borrower  represents  and  warrants  that  all of its pro  forma  financial
statements  heretofore delivered to Lender have been prepared  consistently with
the Borrower's  actual  financial  statements and fully and fairly represent the
Borrower's  anticipated  financial  condition and the anticipated results of the
Borrower's operation for the period or periods covered thereby.

5.5 No Pending or Threatened Litigation

     Borrower  represents  and warrants that except as Lender has been otherwise
advised in writing,  together with an analysis by Borrower's counsel,  there are
no  actions,   suits,  or  proceedings  pending  or,  to  Borrower's  knowledge,
threatened  against  or  affecting  the  Borrower  in any  court or  before  any
governmental  commission,  board, or authority  which, if adversely  determined,
would have a material  adverse  effect on the  Borrower's  financial  condition,
conduct of its business,  or ability to perform its  obligations  under the Loan
Documents.  Lender  has been  advised  in  writing  of  pending  litigation  and
proceedings  through delivery of Security National Financial  Corporation's Form
10-K for the year 2006.

5.6 Full and Accurate Disclosure

     Borrower  represents and warrants that this Loan  Agreement,  the financial
statements referred to herein, any loan application submitted to Lender, and all
other statements  furnished by Borrower to Lender in connection herewith contain
no untrue  statement of a material fact and omit no material  fact  necessary to
make the  statements  contained  therein  or  herein  not  misleading.  Borrower
represents  and warrants that it has not failed to disclose in writing to Lender
any fact that  materially  and adversely  affects,  or is  reasonably  likely to
materially and adversely affect,  Borrower's business,  operations,  properties,
prospects,  profits,  condition (financial or otherwise),  or ability to perform
its  obligations  under this Loan Agreement,  the Promissory  Note, the Security
Documents,  or  any  other  agreement,   document,  obligation,  or  transaction
contemplated by this Loan Agreement.

5.7 Compliance with ERISA

     Borrower  represents  and warrants  that  Borrower is in  compliance in all
material  respects with all  applicable  provisions  of the Employee  Retirement
Income  Security Act of 1974  ("ERISA"),  as amended,  and the  regulations  and
published interpretations thereunder. Neither a Reportable Event as set forth in
Section 4043 of ERISA or the regulations  thereunder  ("Reportable Event") nor a
prohibited  transaction  as set forth in Section 406 of ERISA or Section 4975 of
the Internal  Revenue Code of 1986,  as amended,  has occurred and is continuing
with respect to any employee benefit plan established,  maintained,  or to which
contributions  have been made by Borrower  or any trade or business  (whether or
not  incorporated)  which  together with  Borrower  would be treated as a single
employer under Section 4001 of ERISA ("ERISA Affiliate") for its employees which
is  covered  by Title I or Title IV of ERISA  ("Plan");  no  notice of intent to
terminate  a Plan  has been  filed  nor has any Plan  been  terminated  which is
subject to Title IV of ERISA; no  circumstances  exist that  constitute  grounds
under Section 4042 of ERISA entitling the Pension Benefit  Guaranty  Corporation
("PBGC")  to  institute  proceedings  to  terminate,  or  appoint a  trustee  to
administer a Plan,  nor has the PBGC  instituted any such  proceedings;  neither
Borrower nor any ERISA  Affiliate has  completely or partially  withdrawn  under
Section 4201 or 4204 of ERISA from any Plan  described in Section  4001(a)(3) of
ERISA which covers employees of Borrower or any ERISA Affiliate ("Multi-employer
Plan");   Borrower  and  each  ERISA  Affiliate  has  met  its  minimum  funding
requirements  under ERISA with  respect to all of its Plans and the present fair
market  value of all Plan  assets  equals or exceeds  the  present  value of all
vested benefits under or all claims reasonably anticipated against each Plan, as
determined on the most recent  valuation date of the Plan and in accordance with
the  provisions  of ERISA  and the  regulations  thereunder  and the  applicable
statements of the Financial  Accounting Standards Board ("FASB") for calculating
the  potential  liability  of  Borrower or any ERISA  Affiliate  under any Plan;
neither  Borrower nor any ERISA Affiliate has incurred any liability to the PBGC
(except payment of premiums, which is current) under ERISA.

     Borrower,  each ERISA  Affiliate  and each group health plan (as defined in
ERISA Section 733) sponsored by Borrower and each ERISA  Affiliate,  or in which
Borrower or any ERISA Affiliate is a participating  employer,  are in compliance
with,  have  satisfied  and continue to satisfy (to the extent  applicable)  all
requirements  for  continuation  of group health coverage under Section 4980B of
the  Internal  Revenue  Code  and  Sections  601 et seq.  of  ERISA,  and are in
compliance  with, have satisfied and continue to satisfy Part 7 of ERISA and all
corresponding  and  similar  state  laws  relating  to  portability,  access and
renewability of group health benefits and other requirements included in Part 7.

5.8 Compliance with USA Patriot Act

     Borrower  represents  and  warrants  that  it is not  subject  to any  law,
regulation, or list of any government agency (including, without limitation, the
U.S.  Office of Foreign Asset Control list) that prohibits or limits Lender from
making  any  advance  or  extension  of credit  to  Borrower  or from  otherwise
conducting business with Borrower.

5.9 Compliance with All Other Applicable Law

     Borrower  represents  and warrants that it has complied with all applicable
statutes,  rules,  regulations,  orders,  and  restrictions  of any  domestic or
foreign government, or any instrumentality or agency thereof having jurisdiction
over the conduct of  Borrower's  business or the  ownership  of its  properties,
which may have a  material  impact  or effect  upon the  conduct  of  Borrower's
business or the  ownership  of its  properties,  including,  but not limited to,
compliance by Borrower,  with respect to the origination of each Underlying Note
and associated loan and transaction,  with the Federal  Truth-in-Lending Act and
any state  counterpart  or similar  law; the Equal  Credit  Opportunity  Act and
Federal Reserve Board  Regulation B; the Fair Credit  Reporting Act; the Federal
Trade  Commission Act; the FTC Credit  Practices Trade  Regulation Rule; the FTC
Trade  Regulation  Rule  Concerning the  Preservation  of Consumers'  Claims and
Defenses; the Real Estate Settlement Procedures Act and any state counterpart or
similar law; state  adaptations of, or analogies to, any title or chapter of the
Federal  Consumer Credit  Protection Act; state laws  proscribing  unfair and/or
deceptive acts or practices;  state laws  regulating  consumer sales  practices;
state  co-signer  laws,  and any  other  applicable  consumer  credit,  consumer
protection and insurance  laws,  rules and  regulations.  To the extent that the
loan evidenced by an Underlying  Note was serviced by Borrower prior to the date
hereof,  it was  serviced  by Borrower in  compliance  with all such  applicable
consumer credit, consumer protection, debt collection, insurance and other laws,
rules and regulations.

5.10 Environmental Representations and Warranties

     Borrower  represents  and  warrants  that no  Hazardous  Materials  are now
located  on,  in, or under  the Real  Property,  nor is there any  Environmental
Condition  on, in, or under the Real  Property  and  neither  Borrower  nor,  to
Borrower's knowledge, after due inquiry and investigation,  any other person has
ever caused or  permitted  any  Hazardous  Materials to be placed,  held,  used,
stored,  released,  generated,  located or  disposed of on, in or under the Real
Property, or any part thereof, nor caused or allowed an Environmental  Condition
to exist on, in or under the Real  Property,  except in the  ordinary  course of
Borrower's  business  under  conditions  that  are  generally  recognized  to be
appropriate  and  safe and that are in  strict  compliance  with all  applicable
Environmental  Health and Safety Laws.  Borrower further represents and warrants
that no  investigation,  administrative  order,  consent  order  and  agreement,
litigation  or  settlement  with  respect  to  Hazardous   Materials  and/or  an
Environmental  Condition is proposed,  threatened,  anticipated  or in existence
with respect to the Real Property.

5.11 Operation of Business

     Borrower  represents  and warrants  that  Borrower  possesses all licenses,
permits, franchises, patents, copyrights, trademarks, and trade names, or rights
thereto, to conduct its business substantially as now conducted and as presently
proposed to be  conducted,  and Borrower is not in violation of any valid rights
of others with respect to any of the foregoing. The foregoing shall include, but
not be  limited  to, a  representation  and  warranty  by  Borrower  that it has
obtained, and at all relevant times has possessed and maintained,  all necessary
licenses and/or approvals (including,  as applicable,  finance company licenses)
in all  jurisdictions in which the ownership or lease of property or the conduct
of Borrower's  business  (including  the extension of credit or  origination  of
loans to third parties) requires such licenses and/or approvals.

5.12 Payment of Taxes

     Borrower  represents  and warrants  that Borrower has filed all tax returns
(federal,  state,  and  local)  required  to be filed  and has  paid all  taxes,
assessments,  and  governmental  charges  and  levies,  including  interest  and
penalties,  on Borrower's assets,  business and income, except such as are being
contested in good faith by proper  proceedings and as to which adequate reserves
are maintained.

5.13 Underlying  Notes,  Underlying Deeds of Trust, and Standards for Collateral
Examination

     Borrower  represents and warrants to Lender that for those Underlying Notes
and Underlying  Deeds of Trust, if any,  presented for the initial or subsequent
Collateral Examinations,  or in the Borrowing Base Certificate or the Collateral
Pool Report, the following will be true:

          a. Schedule of Underlying  Notes and  Underlying  Deeds of Trust.  The
     information  concerning  each  Underlying  Note and each Underlying Deed of
     Trust set forth in any list or schedule of Underlying  Notes and Underlying
     Deeds of Trust provided to Lender for the Collateral Examination, Borrowing
     Base Certificate,  or Collateral Pool Report will be true and correct as of
     the date presented.  The information  concerning the payment history of any
     Underlying  Note provided to Lender by Borrower will be true and correct in
     all material respects.

          b. Enforceability.
          The  Underlying  Documents are genuine and represent the legal,  valid
     and binding  obligation  of the relevant  maker of an  Underlying  Note and
     trustor  of  an  Underlying  Deed  of  Trust  (as  applicable,  "Obligor"),
     enforceable  against such Obligor in accordance  with their terms except as
     such  enforcement  may be limited  by  fraudulent  conveyance,  moratorium,
     bankruptcy, insolvency,  reorganization or other similar laws affecting the
     enforcement of creditors' rights generally and by general equity principles
     (regardless  of whether such  enforcement  is considered in a proceeding in
     equity  or at law).  Lender  may  review  any of the  forms  of  Underlying
     Documents  employed  by  Borrower  and  may,  at  its  discretion,  require
     reasonable  revisions or adjustments to such forms, or, in the alternative,
     require an opinion by legal counsel  suitable to Lender that such forms are
     enforceable,  in compliance with applicable laws,  requirements,  and other
     regulations,  and will work for the  purposes  of this Loan  Agreement.  No
     Underlying   Document  has  been  satisfied,   subordinated,   assigned  or
     rescinded, in whole or in part, or altered, waived, canceled or modified in
     any material  respect that is not reflected in a writing also  presented to
     Lender with such Document, nor, to Borrower's knowledge.

          c. No Encumbrances; Liens.

               i.  Each of the  Underlying  Documents  is free and  clear of all
          encumbrances, except for Permitted Encumbrances.  Borrower is the sole
          owner of the  right to  receive  all  principal,  interest,  and other
          amounts  required to be paid to the holder under each Underlying Note.
          Borrower is the sole owner and  beneficiary of each Underlying Deed of
          Trust.  Borrower  has the full  right  and  authority,  subject  to no
          interest or  participation  of, or agreement with, any third party, to
          sell,  transfer and assign the Underlying  Documents  pursuant to this
          Loan Agreement.

               ii. The security interest granted by the relevant Obligor in each
          Underlying  Property is and shall  remain,  as of the date  hereof,  a
          valid,  perfected security interest.  No broker or other individual or
          entity is entitled to any unpaid commission or other compensation with
          respect to any Underlying Document.

          d. Condemnation;
               Casualty  Loss. To Borrower's  knowledge,  there is no pending or
          threatened  condemnation  proceeding or similar proceedings  affecting
          any Underlying  Property or any part of any Underlying  Property which
          could  have a  material  adverse  effect  upon  such  interest  in the
          Underlying  Property.  To  Borrower's  knowledge,  there  has  been no
          uninsured  destruction  or  loss  of  any  Underlying  Property.  Each
          Underlying Property which contains any improvements thereon is insured
          by a fire and extended perils insurance  policy, in an amount not less
          than  the  replacement  cost and the  amount  necessary  to avoid  the
          operation  of  any  co-insurance   provisions  with  respect  to  such
          Underlying   Property;   each   Underlying   Property  is  covered  by
          comprehensive   general  liability   insurance  in  amounts  generally
          required  by  institutional  lenders  for  similar  properties;   each
          Underlying Property is also covered by flood insurance if necessary if
          located in a flood zone; to Borrower's knowledge, all premiums on such
          insurance policies required to be paid as of the date hereof have been
          paid;  such insurance  policies  require at least ten (10) days' prior
          written notice to Borrower of termination or cancellation, and no such
          notice has been  received by Borrower  with respect to any  Underlying
          Properties;  such insurance names the beneficiary under the Underlying
          Deeds  of  Trust as a named or  additional  insured  under a  standard
          mortgage endorsement;  each related Underlying Note or Underlying Deed
          of Trust obligates  Obligor  thereunder to maintain all such insurance
          and,  at such  Obligor's  failure to do so,  authorizes  the lender or
          beneficiary thereunder,  as applicable,  to maintain such insurance at
          Obligor's  cost and expense and to seek  reimbursement  therefor  from
          such Obligor.

               e. Guarantees.
               No notice to or  consent  of any  guarantor  under any  guarantee
          related to the  Underlying  Documents  is required to  consummate  the
          transactions  contemplated  herein or,  except as may be  required  by
          applicable law, to proceed against the Underlying Property or any such
          guarantor in an event of default under the Underlying Documents.

               f. Underlying Documents.
               Before or at any  disbursement  under the  Loan,  Borrower  shall
          deliver to Lender the  original or copies of the  original  Underlying
          Documents  assigned to Lender,  as required  by this  Agreement.  Each
          Underlying  Note that is delivered  to Lender is the only  original of
          such  Underlying  Note (or if a copy is delivered to Lender,  there is
          only one  original  that is  retained  by  Borrower).  The  Underlying
          Documents are the only documents executed by Borrower and Obligor with
          respect  to  the  Underlying  Property  covered  thereby.  The  entire
          agreement  between  Borrower  and each  Obligor  is  contained  in the
          Underlying  Documents and any  additional  documents  executed by such
          Obligor  and made  available  to Lender  and there are no  warranties,
          agreements or options  related thereto that are not set forth therein.
          Other than such documents, there are no agreements with respect to the
          Underlying Property between Borrower and any Obligor.

g.         No Defenses. No Obligor has asserted in writing to Borrower nor, to
           Borrower's knowledge, does any Obligor have any basis to assert, any
           defense, right of rescission, counterclaim or set off to its
           obligations under any Underlying Document.

               h. Security Interests.

                    i.   Borrower  has taken all  actions and  precautions  with
                         respect to the  Underlying  Notes secured by Underlying
                         Property that a reasonably prudent lender would take to
                         protect and  preserve the  security  interest  therein,
                         including   filing  for  record  with  all  appropriate
                         governmental entities in all jurisdictions in which the
                         related  Underlying  Deed of  Trust is  required  to be
                         filed  and  recorded  to  create a valid,  binding  and
                         enforceable  lien on the related  Underlying  Property,
                         and  each  Underlying  Deed of Trust  creates  a valid,
                         binding and enforceable lien in the related  Underlying
                         Property  (except as such enforcement may be limited by
                         fraudulent    conveyance,    moratorium,    bankruptcy,
                         insolvency,   reorganization   or  other  similar  laws
                         affecting  the   enforcement   of   creditors'   rights
                         generally   and  by   general   principles   of  equity
                         (regardless   of   whether   such   enforceability   is
                         considered in a proceeding in equity or at law).

                    ii.  No  Underlying  Note is  cross-collateralized  with any
                         other loan or  extension  of credit that is not also an
                         Underlying Note

                    iii. Each  Underlying  Note  is  a  whole  loan  and  not  a
                         participation    certificate    or   subject   to   any
                         participation interest except as Lender may consent.

          i. Taxes.  To Borrower's  knowledge,  there are no  delinquent  taxes,
     ground rents,  water or sewer  charges,  assessments  or other  outstanding
     charges payable to a governmental entity affecting any Underlying Property.

          j. Environmental Laws.
          To Borrower's knowledge,  neither the current condition nor use of any
     Underlying  Property violates any  Environmental  Health and Safety Laws or
     could  reasonably  be  expected  to result in the owner or  occupant of the
     Underlying  Property  incurring  material liability under any Environmental
     Health and Safety Laws.  To  Borrower's  knowledge,  no material  amount of
     Hazardous Materials have been disposed of or identified on, under or at any
     Underlying Property.  To Borrower's  knowledge,  there is no remediation in
     progress on any Underlying Property nor is there any pending or in-progress
     remediation disclosed or identified in any environmental report or analysis
     performed in connection with any Underlying Property or necessary to comply
     with any Environmental Health and Safety Laws.

     k. Underlying Documents.

          i.   To Borrower's knowledge, no Obligor under any Underlying Document
               is involved in  bankruptcy or other  similar  proceeding,  and no
               bankruptcy,  insolvency or other similar proceeding is pending or
               contemplated by or against any Obligor.

          ii.  Each Underlying Document arose out of and constitutes a bona fide
               business  transaction  entered  into in the  ordinary  course  of
               Borrower's business.

          iii. All  principal,  interest  and any other  amounts  due under each
               Underlying Note are payable in United States dollars in regularly
               scheduled installments as set forth in the Underlying Note.

          l. Use of Underlying Property.

          i.   To Borrower's  knowledge,  with respect to each Underlying  Note,
               the related Underlying Property is being used for the purpose set
               forth in the related loan  application or loan commitment or such
               other  documentation  as Borrower may have required in connection
               with the origination of the Underlying Note.

          ii.  To Borrower's knowledge, and in reliance on any applicable policy
               of title insurance,  survey and other  certificates,  instruments
               and reports issued by governmental officials or other independent
               third  parties  relating  to the  Underlying  Property  and  such
               Obligor:

                    (1)  the related Underlying  Property is in compliance with,
                         and is  used  and  occupied  in  accordance  with,  all
                         material   contractual   obligations   and  restrictive
                         covenants applicable to such Underlying  Property,  and
                         in material compliance with all applicable laws;

                    (2)  Obligor is in possession  of, and in  compliance  with,
                         all  material   licenses,   permits,   franchises   and
                         certificates  and  other  governmental   authorizations
                         (including   but  not   limited  to   certificates   of
                         occupancy)  necessary or required by applicable law for
                         the use, occupancy, development,  construction, repair,
                         or improvement  of such  Underlying  Property,  and the
                         Underlying   Property   is  lawfully   occupied   under
                         applicable law; and all such material licenses, permits
                         and other  authorizations  are valid and in full  force
                         and effect; and

                    (3)  no improvement located on the Underlying Property is in
                         violation of any applicable zoning law or regulation.

          iii. Borrower  has not  received  notification  from any  governmental
               entity that the Underlying Property is in non-compliance with any
               laws or  regulations,  or is being  used,  operated  or  occupied
               unlawfully.

m. Title Insurance.

          i.   Borrower  has,  with  respect  to each  Underlying  Deed of Trust
               presented  in  the  Collateral  Examination,   a  Borrowing  Base
               Certificate, or a Collateral Pool Report, a valid and enforceable
               ALTA (or state equivalent  where ALTA is not available)  lender's
               policy of title  insurance  which (a) has been issued by and is a
               binding  obligation of a title insurer in the jurisdiction  where
               the related  Underlying  Property is located in  connection  with
               such  Underlying  Deed of Trust in an  amount  not less  than the
               original  principal  amount  secured by such  Underlying  Deed of
               Trust,  (b) is  presently  in full  force  and  effect,  (c) with
               respect  to which  all  premiums  have  been paid in full and (d)
               insures  Borrower,  and its successors and assigns (as limited by
               applicable  law),  that the  Underlying  Deed of  Trust  relating
               thereto  is a  valid  lien  on the  related  Underlying  Property
               therein  described  and that the related  Underlying  Property is
               otherwise  free and clear of all  encumbrances  and liens  having
               priority over the lien of the Underlying  Deed of Trust,  subject
               only to Permitted  Encumbrances  (each such policy is referred to
               in this Section 5.13 as a "Title Policy").

          ii.  To  Borrower's  knowledge,  there is no reason Lender will not be
               able to obtain an  endorsement  of the Title Policies in Lender's
               name.  Any  additional  costs and premiums  associated  with such
               endorsements shall be at Lender's expense.

     n. Review and  Delivery of  Underlying  Documents.  Borrower  will  provide
Lender,  if requested,  the  opportunity  to review all of Borrower's  books and
records relating to each Underlying Document, including, without limitation, all
files,  payment histories,  credit reports and other  documentation  relating to
each  Underlying  Document.  Borrower  will provide to Lender copies of any such
documentation requested by Lender, including, without limitation, correspondence
to or from any Obligor relating to any Underlying Document.

     o. Litigation. There is no action, suit, legal or arbitration proceeding or
administrative  proceeding or investigation pending to which Borrower is a party
or,  to  Borrower's  knowledge,  threatened  against  Borrower  relating  to  or
affecting any Underlying Document, Obligor or Underlying Property. To Borrower's
knowledge,  there  is no  action,  suit,  legal  or  arbitration  proceeding  or
administrative  proceeding or  investigation  pending or threatened  against any
person other than  Borrower  relating to or affecting any  Underlying  Document,
Obligor or Underlying Property.

     p. Compliance With Laws.

          i.   Each  Underlying  Document  has been  originated  and serviced in
               compliance with all applicable laws and regulations. Borrower has
               not  received  any  written  notice  of  violation  of any law or
               regulation  relating to any of the  Underlying  Documents  or the
               ownership or operation thereof.

          ii.  Borrower is not subject to any judgment, writ, decree, injunction
               or  order  of any  federal,  foreign,  state  or  local  court or
               governmental  entity  relating  to the  acquisition,  collection,
               administration  or  enforcement  of any  Underlying  Note  or the
               foreclosure,   acquisition   or  disposition  of  any  Underlying
               Property  or,  in  each  case,  any  transactions  or  activities
               incidental thereto.

     q. No Change.

          i.   Since the date of origination of each Underlying  Note,  Borrower
               has  administered  and  serviced  each  Underlying  Note  in  the
               ordinary course of its business,  consistent with past practices,
               and has not (i) amended,  modified or waived any provision of, or
               extended,  renewed,   supplemented,   reduced,  subordinated,  or
               terminated  the term of, or  anticipated  the  payments  under or
               accepted the surrender of, any Underlying  Note,  except that the
               Parties  acknowledge  and  recognize  that  Borrower  will  issue
               extensions of time for up to 12 months in the ordinary  course of
               business  and will also  impose  default  rates of  interests  as
               responses to some defaults, (ii) disposed of any Underlying Note,
               (iii)  commenced or initiated  any lawsuit,  action or proceeding
               with  respect to any  Underlying  Note except in the ordinary and
               usual course of business or (iv) taken  possession  of, or caused
               any other person to take  possession of, any Underlying  Property
               or other  collateral  securing a related  Underlying  Note, other
               than insurance proceeds, except for those properties that qualify
               as Real Estate Owned.

          ii.  Since the date of origination of each Underlying  Note,  Borrower
               has not through its action or inaction  created any  encumbrances
               on any Underlying Property.

     r. Confirmation of Representations  and Warranties.  Borrower's delivery of
each  Borrowing Base  Certificate  under this Loan  Agreement  shall  constitute
Borrower's  confirmation  that each of the  representations  and warranties made
pursuant  to this  Section  5.13  are  true  and  correct  with  respect  to the
Underlying  Notes  described in such Borrowing  Base  Certificate as of the date
thereof.

6. Borrower's Covenants

     Borrower makes the following agreements and covenants, which shall continue
so long as this Loan  Agreement is in effect and so long as Borrower is indebted
to Lender for obligations arising out of, identified in, or contemplated by this
Loan Agreement.

6.1 Use of Proceeds

     Borrower  shall  use the  proceeds  of the  Loan  solely  for the  purposes
identified to Lender in applying for the Loan.

     Borrower shall not, directly or indirectly,  use any of the proceeds of the
Loan for the purpose of  purchasing  or  carrying  any margin  stock  within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System,
or to extend  credit to any person or entity for the  purpose of  purchasing  or
carrying  any  such  margin  stock  or for any  purpose  which  violates,  or is
inconsistent  with,  Regulation X of said Board of  Governors,  or for any other
purpose not  permitted by Section 7 of the  Securities  Exchange Act of 1934, as
amended,  or by any of the rules and  regulations  respecting  the  extension of
credit promulgated thereunder.

6.2 Continued Compliance with ERISA

     Borrower  covenants  that, with respect to all Plans (as defined in Section
5.7  Compliance  with ERISA)  which  Borrower or any ERISA  Affiliate  currently
maintains  or to which  Borrower  or any  ERISA  Affiliate  is a  sponsoring  or
participating employer,  fiduciary,  party in interest or disqualified person or
which  Borrower or any ERISA  Affiliate may hereafter  adopt,  Borrower and each
ERISA Affiliate  shall continue to comply with all applicable  provisions of the
Internal Revenue Code and ERISA and with all representations made in Section 5.7
Compliance  with ERISA,  including,  without  limitation,  conformance  with all
notice and reporting  requirements,  funding standards,  prohibited  transaction
rules,  multi-employer plan rules,  necessary reserve  requirements,  and health
care continuation, coverage and portability requirements.

6.3 Compliance with USA Patriot Act

     Borrower  shall  (a) not be or  become  subject  at any  time  to any  law,
regulation, or list of any government agency (including, without limitation, the
U.S.  Office of Foreign Asset Control list) that prohibits or limits Lender from
making  any  advance  or  extension  of credit  to  Borrower  or from  otherwise
conducting  business  with  Borrower,  and (b)  provide  documentary  and  other
evidence of  Borrower's  identity as may be  requested  by Lender at any time to
enable Lender to verify Borrower's identity or to comply with any applicable law
or regulation, including, without limitation, Section 326 of the USA Patriot Act
of 2001, 31 U.S.C. Section 5318.

6.4 Continued Compliance with Applicable Law

     Borrower  shall  conduct its  business  in a lawful  manner and in material
compliance  with all  applicable  federal,  state,  and local laws,  ordinances,
rules, regulations, and orders; shall maintain in good standing all licenses and
organizational or other qualifications  reasonably necessary to its business and
existence;  and shall not engage in any  business not  authorized  by and not in
accordance with its Organizational Documents and other governing documents.

6.5 Amendment or Change of Organizational Documents

     In the  event of an  alteration  of  Borrower's  Organizational  Documents,
Borrower  shall provide to Lender,  within a reasonable  time after the same has
been adopted by Borrower, the revised Organizational Documents.

6.6 Payment of Taxes and Obligations

     Borrower  shall  pay  when due all  taxes,  assessments,  and  governmental
charges and levies on Borrower's assets,  business, and income, and all material
obligations of Borrower of whatever  nature,  except such as are being contested
in good  faith by  proper  proceedings  and as to which  adequate  reserves  are
maintained.

6.7 Financial Statements and Reports

     Borrower shall provide Lender with such financial statements and reports as
Lender may reasonably request. Audited financial statements and reports shall be
prepared in accordance with generally accepted  accounting  principles (GAAP) or
in accordance with statutory  accounting  principles  (SAP) as designated (or if
not  designated,  as Lender shall require,  and if Lender has not designated the
requirement,  as is  appropriate  to the  context)  and shall  fully and  fairly
represent  Borrower's financial condition as of the date thereof and the results
of Borrower's  operations for the period or periods covered  thereby.  Unaudited
financial  statements  and reports shall fully and fairly  represent  Borrower's
financial  condition  as of the  date  thereof  and the  results  of  Borrower's
operations  for the period or periods  covered  thereby and shall be  consistent
with other  financial  statements  previously  delivered to Lender and compliant
with GAAP or SAP as designated by Lender.

     Until requested  otherwise by Lender,  Borrower shall provide the following
financial statements and reports to Lender:

          a. Annual audited financial statements with an unqualified opinion for
     each fiscal year of Borrower from an independent  accounting  firm and in a
     form acceptable to Lender and compliant with SAP, to be delivered to Lender
     within one hundred sixty (160) days of the end of the fiscal year. Borrower
     shall  also  submit to Lender  copies of any  management  letters  or other
     reports submitted to Borrower by independent  certified public  accountants
     in connection with examination of the financial statements of Borrower made
     by such accountants.

          b. Quarterly financial  statements for each fiscal quarter prepared by
     Borrower,  statements  to be  compliant  with both  GAAP and SAP,  in forms
     acceptable  to Lender,  to be delivered to Lender within sixty (60) days of
     the end of the quarter.  The quarterly financial statements shall include a
     certification by the chief financial  officer or chief executive officer of
     Borrower that the quarterly financial statements fully and fairly represent
     Borrower's  financial  condition  as of the date thereof and the results of
     operations  for the period covered  thereby and are  consistent  with other
     financial statements previously delivered to Lender.

          c.  Within  fifteen  (15)  days  of the end of  each  fiscal  quarter,
     Borrower  shall  submit  to  Lender  a  compliance  certificate  in a  form
     acceptable to Lender  certifying  that  Borrower is in compliance  with all
     terms and conditions of this Loan Agreement,  including compliance with the
     financial  covenants  provided in Section  6.14  Financial  Covenants.  The
     compliance  certificate shall include the data and calculations  supporting
     all financial covenants,  whether in compliance or not, and shall be signed
     by the chief executive officer or chief financial officer of Borrower.

          d.  Borrower  shall  submit  to  Lender  on a  monthly  basis (or more
     frequently if requested by Lender)  within  fifteen (15) days of the end of
     each month a Borrowing Base Certificate in a form provided by or acceptable
     to Lender  demonstrating  that the  outstanding  balance  on the Loan is in
     compliance  with the terms and  conditions  of this  Loan  Agreement.  Such
     Borrowing Base Certificate must contain at a minimum the following  details
     for each loan in the  Borrowing  Base  where  the  Underlying  Property  is
     Commercial Property::

          i.   The exact name and address of the maker of each Underlying Note;

          ii.  The funding date of the Underlying Note;

          iii. The original face amount of the  Underlying  Note and the current
               outstanding  amount under the loan  represented by the Underlying
               Note;

          iv.  The  Loan-to-Value   ratio  of  each  loan  in  relation  to  the
               Underlying Property;

          v.   The maturity date of the Underlying Note; and

          vi.  Any delinquency or charge-off information on the Underlying Note.

     The  Borrowing  Base  Certificate  shall also  contain  for all  Underlying
Property  that is also  Commercial  Property a  description  both by  individual
property  and in  the  aggregate  of  the  collateral  value  of the  Underlying
Property;  the amount entered into the  Collateral  Pool, and an aging status of
the Underlying Notes.

     Where  the  Underlying  Property  is  Residential,  Construction,  or  Land
Property,  the Borrowing Base Certificate must contain at a minimum a summary of
outstanding  principal  balance  of  the  Underlying  Notes,  a  summary  of the
Loan-to-Value  ratios of all  Underlying  Notes to the  value of the  Underlying
Property,  and a  summary  of  delinquency  and  charge-off  information  on the
Underlying Notes.

          e.  Borrower  shall  submit to Lender  on a  quarterly  basis (or more
     frequently if requested by Lender)  within  fifteen days of the end of each
     quarter a Collateral  Pool Report in a form  provided by or  acceptable  to
     Lender  demonstrating  that  the  outstanding  balance  on the  Loan  is in
     compliance  with the terms and  conditions  of this  Loan  Agreement.  Such
     Collateral Pool Report shall contain at a minimum the following:

          i.   The exact name and address of the maker of each Underlying Note;

          ii.  The funding date of the Underlying Note;

          iii. The original face amount of the  Underlying  Note and the current
               outstanding  amount under the loan  represented by the Underlying
               Note;

          iv.  The  Loan-to-Value   ratio  of  each  loan  in  relation  to  the
               Underlying Property;

          v.   The maturity date of the Underlying Note; and

          vi.  Any delinquency or charge-off information on the Underlying Note.

     The Collateral Pool Report shall also contain for all Underlying Property a
description  both by individual  property and in the aggregate of the collateral
value  of  the  Underlying  Property  (using  appraised  values  for  Commercial
Property) and an aging status of the Underlying Notes.

6.8 Depository Relationship

     Borrower  shall  use its best  efforts  to move at least  one of its (or an
affiliate's)  significant  depository  bank  accounts to Lender within 12 months
from the date of this Loan  Agreement,  so long as Lender is able to provide the
services required by Borrower for any such accounts.

6.9 Insurance

     Borrower shall  maintain  insurance  with  financially  sound and reputable
insurance  companies or  associations in such amounts and covering such risks as
are usually carried by companies  engaged in the same or a similar  business and
similarly  situated,  which  insurance may provide for reasonable  deductibility
from coverage thereof.

6.10 Inspection

     Borrower shall at any  reasonable  time and from time to time permit Lender
or any representative of Lender to examine and make copies of and abstracts from
the records and books of account  of, and visit and inspect the  properties  and
assets of,  Borrower,  and to discuss the  affairs,  finances,  and  accounts of
Borrower  with any of  Borrower's  officers and  directors  and with  Borrower's
independent accountants.

6.11 Operation of Business

     Borrower  shall  maintain  all  licenses,  permits,  franchises,   patents,
copyrights,  trademarks,  and trade  names,  or  rights  thereto,  necessary  or
advisable  to conduct  its  business  and  Borrower  shall not violate any valid
rights of others with respect to any of the  foregoing.  Borrower shall continue
to engage in a business of the same general type as now conducted.

6.12 Maintenance of Records and Properties

     Borrower shall keep adequate records and books of account in which complete
entries will be made in accordance with generally accepted accounting principles
consistently  applied,   reflecting  all  financial  transactions  of  Borrower.
Borrower shall maintain,  keep and preserve all of its properties  (tangible and
intangible)  necessary  or useful in the proper  conduct of its business in good
working order and condition, ordinary wear and tear excepted.

6.13 Notice of Claims

     Borrower shall promptly  notify Lender in writing of all actions,  suits or
proceedings  filed or threatened  against or affecting  Borrower in any court or
before any  governmental  commission,  board,  or authority  which, if adversely
determined,  would  have a  material  adverse  effect  on  Borrower's  financial
condition,  conduct of its business, or ability to perform its obligations under
the Loan Documents.

6.14 Environmental Covenants

     Borrower covenants that it will:

          a. Not permit the presence,  use, disposal,  storage or release of any
     Hazardous  Materials  on,  in,  or under the Real  Property,  except in the
     ordinary course of Borrower's  business under conditions that are generally
     recognized  to be  appropriate  and safe and that are in strict  compliance
     with all applicable Environmental Health and Safety Laws.

          b. Not permit any substance,  activity or Environmental  Condition on,
     in,  under or  affecting  the Real  Property  which is in  violation of any
     Environmental Health and Safety Laws.

          c. Comply with the provisions of all  Environmental  Health and Safety
     Laws.

          d. Notify Lender immediately of any discharge of Hazardous  Materials,
     Environmental Condition, or environmental complaint or notice received from
     any governmental agency or any other party.

          e. Upon any discharge of Hazardous Materials or upon the occurrence of
     any  Environmental  Condition,  immediately  contain and remove the same in
     strict compliance with all Environmental  Health and Safety Laws,  promptly
     pay any fine or penalty assessed in connection  therewith,  and immediately
     notify Lender of such events.

          f. Permit Lender to inspect the Real Property for Hazardous  Materials
     and Environmental  Conditions, to conduct tests thereon, and to inspect all
     books, correspondence, and records pertaining thereto.

          g. Immediately advise Lender of any additional,  supplemental, new, or
     other  information  concerning  any  Hazardous  Materials or  Environmental
     Conditions relating to the Real Property.

6.15 Financial Covenants

     Except as otherwise  provided herein,  each of the accounting terms used in
this Section 6.14 Financial Covenants shall have the meanings used in accordance
with generally  accepted  accounting  principles  consistent  with those used in
preparation of the financial statements of Borrower submitted to Lender.

          a.  Risk-Based  Capital  Ratio.  Borrower  shall maintain a Risk-Based
     Capital  Ratio  greater than or equal to 300% based upon and in  accordance
     with  current  period  NAIC  guidelines.   The  Risk-Based   Capital  Ratio
     calculation,  with  accompanying  detail,  will be prepared by Borrower and
     provided to Lender with Borrower's annual financial statements.

          b. Net  Income.  Net Income as measured  annually  will be One Million
     Dollars ($1,000,000.00) measured on a GAAP basis.

6.16 Mergers, Consolidations, and Purchase and Sale of Assets

     Borrower shall not wind up,  liquidate,  or dissolve itself; or reorganize,
merge,  or  consolidate  with or into any other  entity  without  the consent of
Lender,  which shall not be  unreasonably  withheld;  or convey,  sell,  assign,
transfer, lease, or otherwise dispose of (whether in one transaction or a series
of transactions)  all or  substantially  all of its assets (whether now owned or
hereafter acquired) to any person or entity.

6.17 No Forgiveness of Amounts Owing or Release of Liens

     Borrower shall not,  without  Lender's prior written  consent,  forgive any
amounts owing to Borrower under any Underlying  Note or release,  in whole or in
part,  the lien and  encumbrance  of any  Underlying  Deed of  Trust;  provided,
however, that (i) the lien and encumbrance of an Underlying Deed of Trust may be
released upon satisfaction of the conditions set forth in Section 3.2 Release of
Collateral;  and (ii)  Borrower  may also in the  course  of  ordinary  business
forgive up to 30 days' of interest on any Underlying Note.

7. Default

7.1 Events of Default

     Time is of the essence of this Loan Agreement. The occurrence of any of the
following  events shall constitute a default under this Loan Agreement and under
the Loan Documents and shall be termed an "Event of Default":

          a. Borrower  fails in the payment or  performance  of any  obligation,
     covenant, agreement, or liability created by any of the Loan Documents.

          b. Any representation,  warranty, or financial statement made by or on
     behalf  of  Borrower  in  any  of  the  Loan  Documents,  or  any  document
     contemplated  by the Loan  Documents,  is  materially  false or  materially
     misleading.

          c. Default  occurs or Borrower fails to comply with any term in any of
     the Loan Documents.

          d. Guarantor  fails to perform any of its  obligations or covenants in
     the Guarantee or this Loan Agreement or is otherwise in default of with any
     provisions of the Guarantee or the Loan Agreement.

          e. Borrower is dissolved or substantially ceases business operations.

          f. A receiver,  trustee,  or custodian  is  appointed  for any part of
     Borrower's property, or any part of Borrower's property is assigned for the
     benefit of creditors.

          g. Any  proceeding is commenced or petition filed under any bankruptcy
     or insolvency law by or against Borrower.

          h. Any judgment or regulatory fine is entered  against  Borrower which
     may materially affect Borrower's ability to perform under this Agreement.

          i.  Borrower  becomes  insolvent  or  fails  to pay its  debts as they
     mature.

          j. Any material  adverse change occurs in Borrower's  condition or any
     event  occurs  which  may cause a  material  adverse  change in  Borrower's
     condition.

          k. Any of the foregoing events occur concerning any Guarantor.

7.2 No Waiver of Event of Default

     No course of  dealing  or delay or  failure  to assert any Event of Default
shall constitute a waiver of that Event of Default or of any prior or subsequent
Event of Default.

8. Remedies

8.1 Remedies upon Event of Default

     Upon the occurrence of an Event of Default, and at any time thereafter, all
or any portion of the  obligations due or to become due from Borrower to Lender,
whether  arising under this Loan  Agreement,  the Promissory  Note, the Security
Documents or otherwise,  at the option of Lender and without  notice to Borrower
of the  exercise of such  option,  shall  accelerate  and become at once due and
payable in full,  and Lender  shall have all rights and  remedies  created by or
arising from the Loan Documents,  and all other rights and remedies  existing at
law, in equity, or by statute.

     Lender shall have the immediate  remedy to take all its  assignments of any
Underlying  Deeds of Trust and to record  such  Assignments  and to collect  all
payments under the Underlying Documents.

8.2 Rights and Remedies Cumulative

     The rights and remedies  herein  conferred are cumulative and not exclusive
of any other  rights or remedies  and shall be in addition to every other right,
power, and remedy that Lender may have, whether  specifically  granted herein or
hereafter existing at law, in equity, or by statute. Any and all such rights and
remedies  may be  exercised  from time to time and as often and in such order as
Lender may deem expedient.

8.3 No Waiver of Rights

     No delay or omission in the  exercise or  pursuance by Lender of any right,
power,  or remedy  shall  impair any such  right,  power,  or remedy or shall be
construed to be a waiver thereof.

9. General Provisions

9.1 Governing Agreement

     In the event of conflict or  inconsistency  between this Loan Agreement and
the other Loan Documents,  excluding the Promissory Note, the terms,  provisions
and intent of this Loan Agreement shall govern.

9.2 Borrower's Obligations Cumulative

     Every obligation,  covenant,  condition,  provision,  warranty,  agreement,
liability,  and undertaking of Borrower contained in the Loan Documents shall be
deemed  cumulative  and not in  derogation or  substitution  of any of the other
obligations,   covenants,  conditions,   provisions,   warranties,   agreements,
liabilities, or undertakings of Borrower contained herein or therein.

9.3 Payment of Expenses and Attorney's Fees

     In the  event of a  dispute  regarding  this  Agreement  or any part of the
documentation  of this Loan,  the prevailing  party shall be awarded  reasonable
attorney fees and costs in prosecuting or defending the claims  involved in such
dispute.  Upon  occurrence  of an Event of Default,  Borrower  agrees to pay all
costs and  expenses,  including  reasonable  attorney  fees and legal  expenses,
incurred by Lender in enforcing,  or  exercising  any remedies  under,  the Loan
Documents, and any other rights and remedies.

     Borrower agrees to pay all expenses, including reasonable attorney fees and
legal  expenses,  incurred by Lender in any  bankruptcy  proceedings of any type
involving Borrower, Guarantor, the Loan Documents, or the Collateral, including,
without  limitation,  expenses  incurred in modifying  or lifting the  automatic
stay, determining adequate protection, use of cash collateral or relating to any
plan of reorganization.

9.4 Right to Perform for Borrower

     Lender may, in its sole  discretion and without any duty to do so, elect to
discharge taxes, tax liens,  security  interests,  or any other encumbrance upon
the  Collateral or any other  property or asset of Borrower,  to pay any filing,
recording,  or other  charges  payable  by  Borrower,  or to  perform  any other
obligation  of  Borrower  under  this  Loan  Agreement  or  under  the  Security
Documents.

9.5 Assignability

     Borrower may not assign or transfer any of the Loan  Documents and any such
purported assignment or transfer is void.

     Lender may assign or transfer  any of the Loan  Documents.  Funding of this
Loan may be provided by an affiliate of Lender.

9.6 Third Party Beneficiaries

     The Loan Documents are made for the sole and exclusive benefit of Borrower,
Lender and Guarantor  and are not intended to benefit any other third party.  No
third  party  may  claim any right or  benefit  or seek to  enforce  any term or
provision of the Loan Documents.

9.7 Governing Law

     The Loan  Documents  shall be governed by and construed in accordance  with
the laws of the  State of Utah,  except  to the  extent  that any such  document
expressly provides otherwise.

9.8 Severability of Invalid Provisions

     Any provision of this Loan Agreement  which is prohibited or  unenforceable
in any jurisdiction  shall, as to such jurisdiction only, be ineffective only to
the extent of such  prohibition or  unenforceability  without  invalidating  the
remaining   provisions   hereof  or  thereof,   and  any  such   prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

9.9 Interpretation of Loan Agreement

     The article and section  headings in this Loan  Agreement  are inserted for
convenience  only and shall not be considered  part of the Loan Agreement nor be
used in its interpretation.

     All  references in this Loan  Agreement to the singular  shall be deemed to
include the plural when the context so requires,  and vice versa.  References in
the  collective or  conjunctive  shall also include the  disjunctive  unless the
context otherwise clearly requires a different interpretation.

9.10 Survival and Binding Effect of Representations, Warranties, and Covenants

     All agreements,  representations,  warranties, and covenants made herein by
Borrower  shall survive the  execution  and delivery of this Loan  Agreement and
shall  continue in effect so long as any  obligation to Lender  contemplated  by
this Loan Agreement is outstanding and unpaid,  notwithstanding  any termination
of  this  Loan  Agreement.  All  agreements,  representations,  warranties,  and
covenants  made herein by Borrower  shall  survive  any  bankruptcy  proceedings
involving Borrower. All agreements,  representations,  warranties, and covenants
in this Loan Agreement shall bind the party making the same, its successors and,
in Lender's  case,  assigns,  and all rights and remedies in this Loan Agreement
shall  inure to the benefit of and be  enforceable  by each party for whom made,
their respective successors and, in Lender's case, assigns.

9.11 Indemnification

     Borrower shall indemnify Lender for any and all claims and liabilities, and
for damages which may be awarded or incurred by Lender,  and for all  reasonable
attorney fees,  legal expenses,  and other  out-of-pocket  expenses  incurred in
defending such claims, arising from or related in any manner to the negotiation,
execution,  or  performance by Borrower or by Lender in good faith of any of the
Loan  Documents,  but  excluding any such claims based upon breach or default by
Lender or gross negligence or willful misconduct of Lender.

9.12 Environmental Indemnification

     Borrower shall indemnify Lender for any and all claims and liabilities, and
for damages which may be awarded or incurred by Lender,  and for all  reasonable
attorney fees, legal expenses,  and other out-of-pocket expenses arising from or
related in any  manner,  directly  or  indirectly,  to (i)  Hazardous  Materials
located on, in, or under the Real Property; (ii) any Environmental Condition on,
in, or under the Real Property;  (iii) violation of or  non-compliance  with any
Environmental  Health and Safety Law;  (iv) any breach or  violation  of Section
5.10   Environmental   Representations   and  Warranties   and/or  Section  6.14
Environmental Covenants;  and/or (v) any activity or omission, whether occurring
on or off the Real  Property,  whether  prior to or during the term of the loans
secured hereby, and whether by Borrower or any other person or entity,  relating
to  Hazardous  Materials  or an  Environmental  Condition.  The  indemnification
obligations  of Borrower  under this  Section  shall  survive any  reconveyance,
release,  or  foreclosure  of  the  Real  Property,  any  transfer  in  lieu  of
foreclosure, and satisfaction of the obligations secured hereby.

9.13 Interest on Expenses and Indemnification, Collateral, Order of Application

     All  expenses,  out-of-pocket  costs,  attorneys  fees and legal  expenses,
amounts advanced in performance of obligations of Borrower,  and indemnification
amounts  owing by Borrower to Lender  under or pursuant to this Loan  Agreement,
the Promissory Note, and/or any Security Documents shall be due and payable upon
demand. If not paid upon demand, all such obligations shall bear interest at the
default rate provided in the Promissory Note from the date of disbursement until
paid to Lender, both before and after judgment. Lender is authorized to disburse
funds under the Promissory Note for payment of all such obligations.

     Payment of all such  obligations  shall be secured by the Collateral and by
the Security Documents.

     All payments and  recoveries  shall be applied to payment of the  foregoing
obligations,  the  Promissory  Note,  and all other  amounts  owing to Lender by
Borrower in such order and priority as  determined  by Lender.  Unless  provided
otherwise  in the  Promissory  Note,  payments on the  Promissory  Note shall be
applied first to accrued interest and the remainder, if any, to principal.

9.14 Limitation of Consequential Damages

     Lender and its officers, directors, employees, representatives, agents, and
attorneys,  shall not be liable to Borrower or any Guarantor  for  consequential
damages arising from or relating to any breach of contract, tort, or other wrong
in connection with the negotiation, documentation,  administration or collection
of the Loan.

9.15 Waiver and Release of Claims

     Borrower (i) represents that it has no current knowledge of any defenses to
or setoffs against any indebtedness or other  obligations owing to Lender or its
affiliates (the "Obligations"),  nor claims against Lender or its affiliates for
any matter whatsoever,  related or unrelated to the Obligations.  This provision
shall not apply to claims for  performance  of express  contractual  obligations
owing to Borrower by Lender or its affiliates.

9.16 Revival Clause

     If the  incurring  of any debt by  Borrower  or the payment of any money or
transfer of property to Lender by or on behalf of Borrower or  Guarantor  should
for any reason  subsequently  be determined to be "voidable" or  "avoidable"  in
whole or in part within the  meaning of any state or federal  law  (collectively
"voidable transfers"),  including, without limitation, fraudulent conveyances or
preferential  transfers  under the United  States  Bankruptcy  Code or any other
federal or state law,  and Lender is required  to repay or restore any  voidable
transfers or the amount or any portion  thereof,  or upon the advice of Lender's
counsel is advised to do so, then,  as to any such amount or property  repaid or
restored, including all reasonable costs, expenses, and attorneys fees of Lender
related  thereto,  the  liability of Borrower and  Guarantor,  and each of them,
shall  automatically  be revived,  reinstated  and  restored  and shall exist as
though the voidable transfers had never been made.

9.17 Arbitration

ARBITRATION DISCLOSURES:

          i.   ARBITRATION  IS FINAL AND  BINDING ON THE  PARTIES AND SUBJECT TO
               ONLY VERY LIMITED REVIEW BY A COURT.

          ii.  IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN
               COURT, INCLUDING THEIR RIGHT TO A JURY TRIAL.

          iii. DISCOVERY IN ARBITRATION IS MORE LIMITED THAN DISCOVERY IN COURT.

          iv.  ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
               REASONING  IN  THEIR  AWARDS.  THE  RIGHT  TO  APPEAL  OR TO SEEK
               MODIFICATION OF ARBITRATORS' RULINGS IS VERY LIMITED.

          v.   A PANEL OF ARBITRATORS  MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS
               AFFILIATED WITH THE BANKING INDUSTRY.

          vi.  IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR
               THE AMERICAN ARBITRATION ASSOCIATION.

          a. Any claim or controversy  ("Dispute")  between or among the parties
     and their employees,  agents, affiliates,  and assigns,  including, but not
     limited  to,  Disputes  arising  out  of  or  relating  to  the  Loan,  the
     Collateral, the Loan Documents, Section 9.7 Governing Law, this arbitration
     provision  ("arbitration clause"), or any related agreements or instruments
     relating hereto or delivered in connection herewith ("Related Agreements"),
     and  including  but not  limited to a Dispute  based on or arising  from an
     alleged  tort,  shall at the  request of any party be  resolved  by binding
     arbitration  in accordance  with the  applicable  arbitration  rules of the
     American Arbitration  Association (the "Administrator").  The provisions of
     this  arbitration  clause  shall  survive any  termination,  amendment,  or
     expiration of this Loan Agreement or Related Agreements.  The provisions of
     this  arbitration  clause shall supersede any prior  arbitration  agreement
     between or among the parties.

          b. The arbitration  proceedings  shall be conducted in a city mutually
     agreed  by the  parties.  Absent  such an  agreement,  arbitration  will be
     conducted in Salt Lake City,  Utah or such other place as may be determined
     by the  Administrator.  The Administrator and the arbitrator(s)  shall have
     the authority to the extent  practicable  to take any action to require the
     arbitration  proceeding to be completed and the arbitrator(s)' award issued
     within one hundred  fifty (150) days of the filing of the Dispute  with the
     Administrator.  The  arbitrator(s)  shall  have  the  authority  to  impose
     sanctions  on any party that fails to comply with time  periods  imposed by
     the Administrator or the arbitrator(s), including the sanction of summarily
     dismissing any Dispute or defense with prejudice.  The arbitrator(s)  shall
     have the authority to resolve any Dispute  regarding the terms of this Loan
     Agreement,  this arbitration clause, or Related  Agreements,  including any
     claim or  controversy  regarding  the  arbitrability  of any  Dispute.  All
     limitations  periods  applicable  to any  Dispute  or  defense,  whether by
     statute or agreement,  shall apply to any arbitration  proceeding hereunder
     and the  arbitrator(s)  shall  have the  authority  to decide  whether  any
     Dispute  or  defense  is  barred by a  limitations  period  and,  if so, to
     summarily  enter an award  dismissing any Dispute or defense on that basis.
     The doctrines of compulsory  counterclaim,  res  judicata,  and  collateral
     estoppel  shall apply to any  arbitration  proceeding  hereunder  so that a
     party must state as a counterclaim in the arbitration  proceeding any claim
     or controversy  which arises out of the  transaction or occurrence  that is
     the  subject  matter  of  the  Dispute.   The   arbitrator(s)  may  in  the
     arbitrator(s)'  discretion and at the request of any party: (i) consolidate
     in a single arbitration  proceeding any other claim arising out of the same
     transaction  involving  another party that is substantially  related to the
     Dispute  where that  other  party to that  transaction  that is bound by an
     arbitration clause with Lender,  such as borrowers,  guarantors,  sureties,
     and  owners of  collateral  and (ii)  consolidate  or  administer  multiple
     arbitration  claims or  controversies  as a class action in accordance with
     the provisions of Rule 23 of the Federal Rules of Civil Procedure.

          c. The arbitrator(s) shall be selected in accordance with the rules of
     the  Administrator  from panels maintained by the  Administrator.  A single
     arbitrator shall have expertise in the subject matter of the Dispute. Where
     three arbitrators conduct an arbitration  proceeding,  the Dispute shall be
     decided by a majority vote of the three  arbitrators,  at least one of whom
     must have  expertise in the subject  matter of the Dispute and at least one
     of whom must be a practicing attorney. The arbitrator(s) shall award to the
     prevailing party recovery of all costs and fees (including  attorneys' fees
     and costs,  arbitration  administration  fees and costs, and arbitrator(s)'
     fees).  The  arbitrator(s),  either during the pendency of the  arbitration
     proceeding or as part of the arbitration  award, also may grant provisional
     or ancillary  remedies  including but not limited to an award of injunctive
     relief, foreclosure,  sequestration,  attachment, replevin, garnishment, or
     the appointment of a receiver.

          d.  Judgment  upon an  arbitration  award may be  entered in any court
     having jurisdiction,  subject to the following limitation:  the arbitration
     award is binding  upon the parties  only if the amount does not exceed four
     million dollars ($4,000,000.00); if the award exceeds that limit, any party
     may demand the right to a court trial. Such a demand must be filed with the
     Administrator within thirty (30) days following the date of the arbitration
     award; if such a demand is not made within that time period,  the amount of
     the arbitration award shall be binding. The computation of the total amount
     of an arbitration  award shall include  amounts awarded for attorneys' fees
     and costs,  arbitration  administration  fees and costs, and arbitrator(s)'
     fees.

          e. No provision of this  arbitration  clause,  nor the exercise of any
     rights hereunder,  shall limit the right of any party to: (i) judicially or
     non-judicially  foreclose against any real or personal property  collateral
     or other  security;  (ii) exercise  self-help  remedies,  including but not
     limited to  repossession  and setoff  rights;  or (iii) obtain from a court
     having  jurisdiction   thereover  any  provisional  or  ancillary  remedies
     including but not limited to injunctive relief, foreclosure, sequestration,
     attachment,  replevin,  garnishment, or the appointment of a receiver. Such
     rights  can be  exercised  at any time,  before or after  initiation  of an
     arbitration proceeding, except to the extent such action is contrary to the
     arbitration  award.  The  exercise of such rights  shall not  constitute  a
     waiver of the right to submit any Dispute to arbitration,  and any claim or
     controversy related to the exercise of such rights shall be a Dispute to be
     resolved under the  provisions of this  arbitration  clause.  Any party may
     initiate  arbitration  with the  Administrator.  If any  party  desires  to
     arbitrate  a  Dispute   asserted   against   such  party  in  a  complaint,
     counterclaim,  cross-claim,  or  third-party  complaint  thereto,  or in an
     answer  or other  reply to any  such  pleading,  such  party  must  make an
     appropriate motion to the trial court seeking to compel arbitration,  which
     motion must be filed with the court within  forty-five (45) days of service
     of the pleading,  or amendment  thereto,  setting  forth such  Dispute.  If
     arbitration is compelled after commencement of litigation of a Dispute, the
     party obtaining an order compelling  arbitration shall commence arbitration
     and pay the  Administrator's  filing fees and costs within  forty-five (45)
     days of entry of such order.

          f.  Notwithstanding  the  applicability  of any other law to this Loan
     Agreement,  the arbitration  clause, or Related Agreements between or among
     the parties,  the Federal  Arbitration  Act, 9 U.S.C. ss. 1 et. seq., shall
     apply to the construction and interpretation of this arbitration clause. If
     any  provision  of this  arbitration  clause  should  be  determined  to be
     unenforceable, all other provisions of this arbitration clause shall remain
     in full force and effect.

9.18 Consent to Utah Jurisdiction and Exclusive Jurisdiction of Utah Courts

     Borrower and  Guarantor  acknowledge  that by execution and delivery of the
Loan Documents  Borrower and Guarantor have transacted  business in the State of
Utah and Borrower and Guarantor voluntarily submit to, consent to, and waive any
defense  to the  jurisdiction  of courts  located in the State of Utah as to all
matters  relating to or arising from the Loan Documents  and/or the transactions
contemplated thereby. EXCEPT AS EXPRESSLY AGREED IN WRITING BY LENDER AND EXCEPT
AS PROVIDED IN THE ARBITRATION  PROVISIONS  ABOVE,  THE STATE AND FEDERAL COURTS
LOCATED IN THE STATE OF UTAH SHALL HAVE SOLE AND EXCLUSIVE  JURISDICTION  OF ANY
AND ALL CLAIMS,  DISPUTES,  AND CONTROVERSIES,  ARISING UNDER OR RELATING TO THE
LOAN  DOCUMENTS  AND/OR  THE  TRANSACTIONS  CONTEMPLATED  THEREBY.  NO  LAWSUIT,
PROCEEDING,  OR ANY OTHER ACTION RELATING TO OR ARISING UNDER THE LOAN DOCUMENTS
AND/OR THE TRANSACTIONS  CONTEMPLATED  THEREBY MAY BE COMMENCED OR PROSECUTED IN
ANY OTHER FORUM EXCEPT AS EXPRESSLY AGREED IN WRITING BY LENDER.

9.19 Joint and Several Liability

     Borrower and Guarantor  shall each be jointly and severally  liable for all
obligations and liabilities arising under the Loan Documents.

9.20 Notices

     All notices or demands by any party to this Loan Agreement shall, except as
otherwise  provided  herein,  be in writing and may be sent by  certified  mail,
return  receipt  requested.  Notices  so mailed  shall be deemed  received  when
deposited  in a  United  States  post  office  box,  postage  prepaid,  properly
addressed  to Borrower or Lender at the mailing  addresses  stated  herein or to
such other  addresses  as  Borrower  or Lender may from time to time  specify in
writing.  Any notice so addressed and otherwise  delivered shall be deemed to be
given when actually received by the addressee.

         Mailing addresses:

         Lender:
                  Zions First National Bank
                  Commercial Loan Center
                  310 South Main Street, Suite 1400
                  Salt Lake City, Utah  84101
                  Attention:  Todd Harris

         Borrower:

                  Security National Life Insurance Company
                  5300 South 360 West
                  Salt Lake City, Utah  84123
                  Attention:  Scott M. Quist

9.21 Duplicate Originals

     Two or more duplicate  originals of the Loan Documents may be signed by the
parties,  each duplicate of which shall be an original but all of which together
shall constitute one and the same instrument.

9.22 Disclosure of Financial and Other Information

     Borrower and  Guarantor  hereby  consent to Lender  disclosing to any other
lender  who may  participate  in the  Loan any and all  information,  knowledge,
reports,  and records,  including,  without  limitation,  financial  statements,
relating in any manner whatsoever to the Loan, Borrower, and Guarantor.

9.23 Integrated Agreement and Subsequent Amendment

     The Loan Documents constitute the entire agreement between Lender, Borrower
and  Guarantor,  and may not be altered or amended  except by written  agreement
signed by Lender, Borrower, and, if applicable, Guarantor. PURSUANT TO UTAH CODE
SECTION 25-5-4,  BORROWER AND GUARANTOR ARE NOTIFIED THAT THESE AGREEMENTS ARE A
FINAL  EXPRESSION OF THE AGREEMENT  BETWEEN  LENDER,  BORROWER AND GUARANTOR AND
THESE  AGREEMENTS  MAY NOT BE  CONTRADICTED  BY  EVIDENCE  OF ANY  ALLEGED  ORAL
AGREEMENT.

     All prior and contemporaneous  agreements,  arrangements and understandings
between  the  parties  hereto as to the subject  matter  hereof  are,  except as
otherwise expressly provided herein, rescinded.

     IN WITNESS WHEREOF,  Lender and Borrower have caused this Loan Agreement to
be duly executed and delivered as of the date first above written.

                                     Lender:

                                     Zions First National Bank



                                     By:  s/s Todd Harris
                                          ---------------
                                          Todd Harris
                                          Vice President



                                     Borrower:

                                     Security National Life Insurance Company


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


                                     Guarantor:

                                     Security National Financial Corporation


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