Acadian Financial Group,  Inc., a Louisiana  corporation ("AFG" and collectively

with ALIC referred to as "Seller") and Security National Life Insurance Company,

a Utah insurance  corporation  ("Security  National Life") and Security National

Financial Corporation,  a Utah corporation ("Security National" and collectively

with Security National Life referred to as "Buyer").



                                   WITNESSETH:



WHEREAS,  Buyer and  Seller  have  entered  into a  Coinsurance  Agreement  (the

"Coinsurance  Agreement"),  pursuant  to which  Seller  and Buyer  will agree to

reinsure all of the assumed  liabilities  relating only to policies with certain

reinsured policies as defined in the Coinsurance Agreement; and



WHEREAS, upon approval of Coinsurance Agreement by the Louisiana and Mississippi

Insurance  Departments,  certain insurance  business and operations of Seller as

set forth herein will be transferred to Buyer; and



WHEREAS, in connection with this Agreement, Seller desires to sell to Buyer, and

Buyer desires to purchase from Seller certain tangible and intangible  assets as

described below (the "Assets") of Seller, as set forth in more detail below; and



WHEREAS,  Buyer further agrees to assume certain  obligations of Seller,  as set

forth in more detail below;



NOW,  THEREFORE,  in  consideration  of the mutual and reciprocal  covenants and

agreements hereinafter contained, and for other good and valuable consideration,

the receipt and  sufficiency  of which is hereby  acknowledged  by all  parties,

Seller and Buyer hereby agree as follows:



     1.   Purchase of Computer Hardware.  The parties acknowledge that Seller is

          in the  possession  of  computer  hardware  listed  and  described  on

          Schedule A attached hereto and  incorporated  herein by reference (the

          "Computer  Hardware").  For a period  of  sixty  (60)  days  following

          Closing,  Buyer  shall have the right to  purchase  all or part of the

          Computer  Hardware for a price not to exceed $13,000.  If Buyer elects

          to  purchase  all  or  part  of the  Computer  Hardware,  then  at the

          completion of said purchase, Seller shall transfer and convey to Buyer

          all of  Seller's  right,  title and  interest  in and to the  Computer

          Hardware purchased by Buyer. Buyer hereby acknowledges that all of the

          Computer  Hardware is purchase in "as is"  condition  and that none of

          the Computer Hardware is under manufacturer or other warranty,  except

          as  specifically  described  on Schedule A. At the Closing of any such

          Computer  Hardware  purchase,  Seller shall deliver to Buyer a Bill of

          Sale, without warranty, and Buyer shall deliver to Seller the Purchase

          price set forth in Section 5, below. 1.



     2.   Purchase of Computer Software.



     2.1  Licensed Software. The parties acknowledge that Seller currently holds

          a license from  International  Business  Machines  ("IBM") for certain

          software  utilized  in the  maintenance  of  Seller's  general  ledger

          accounting records,  for use on Seller's AS400 computer (the "Licensed

          Software").  At Closing, Seller shall assign and transfer to Buyer and

          Buyer shall assume from Seller, all of Seller's rights and obligations

          in and to the Licensed Software.



     2.2  Owned  Software.  The  parties  acknowledge  that,  in addition to the

          Licensed Software, Seller is also in the possession of other software,

          developed by employees or  contractors  of either Gulf  National  Life

          Insurance  Company or Seller and utilized by Seller in accounting  for

          premiums received,  reserve computations,  and for other purposes (the

          "Owned Software").  For a period of sixty (60) days following Closing,

          Buyer  shall  have the  right  to  purchase  all or part of the  Owned

          Software  for a price  not to  exceed  $75,000.  If  Buyer  elects  to

          purchase all or part of the Owned Software,  then at the completion of

          said  purchase,  Seller  shall  transfer  and  assign  to Buyer all of

          Seller's  right,  title  and  interest  in and to the  Owned  Software

          purchased by Buyer. Buyer hereby acknowledges that such transfer shall

          be without any warranty, including, but not limited to any warranty of

          fitness for a particular purpose.



     2.3  Transfer of Software Rights. At Closing, Seller shall deliver to Buyer

          an Assignment of all rights of Seller in and to the Licensed  Software

          and the Owned Software,  without warranty,  and Buyer shall deliver to

          Seller the purchase price set forth in Section 5, below.



     3.   Purchase of Furniture and Equipment. At Closing, Seller shall transfer

          and  convey to Buyer,  and  Buyer  shall  purchase  from  Seller,  all

          furniture,  equipment and other personal property listed and described

          on Schedule B attached  hereto and  incorporated  herein by  reference

          (the "Furniture and Equipment").  At Closing,  Seller shall deliver to

          Buyer a Bill of Sale,  without  warranty,  and Buyer shall  deliver to

          Seller  the  purchase  price  set forth in  Section  5,  below.  Buyer

          acknowledges that the Furniture and Equipment are purchased in "as is"

          condition.



     4.   Purchase of Name. The parties  acknowledge that Seller is an insurance

          corporation  organized  and  existing  under  the laws of the State of

          Louisiana, and that Seller uses the name "Gulf National Life Insurance

          Company." Except as set forth in Schedule C attached hereto,  promptly

          following  Closing,  Seller shall  assign and  transfer to Buyer,  and

          Buyer shall purchase and acquire from Seller,  all of Seller's  right,

          title and interest in the name "Gulf National Life Insurance Company,"

          including the right to use the words "Gulf  National Life" alone or as

          a part of any other trade name, as well as the logo "GNL." At Closing,

          Seller shall deliver to Buyer an Assignment of Seller's  rights in the

          name "Gulf National Life Insurance  Company,"  without  warranty,  and

          Buyer shall deliver to Seller the purchase  price set forth in Section

          5, below. This paragraph shall not prevent the continued use by Seller

          following the Closing of the name Gulf National  Benefits  Association

          and its  marketing and  collection  agent,  Gulf National  Mississippi

          Benefits,  LLC,  which  Seller  represents  and  warrants  will not be

          offering any funeral insurance products. 1.



     5.   Purchase  Price.  The purchase  price for the Computer  Hardware,  the

          Licensed  Software,  the Owned Software,  the Furniture and Equipment,

          and the name,  shall be as set forth  below,  and shall be  payable in

          cash at Closing:



                Computer Hardware                       $13,000.00

                Licensed Software                       $    10.00

                Owned Software                          $75,000.00

                       (Unamortized cost)

                Furniture and Equipment                 $    10.00

                Name                                    $   100.00



     6.   Sublease of Real  Property.  At Closing Seller shall sublease to Buyer

          or an affiliate of Buyer,  and Buyer or an  affiliate  shall  sublease

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