SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                           --------------------------

                                    FORM 8-K

                           ---------------------------

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of Earliest Event Reported): March 16, 2004


                     SECURITY NATIONAL FINANCIAL CORPORATION
             (Exact name of registrant as specified in this Charter)



Utah  0-9341   87-0345941   (State  or  other   jurisdiction  of  incorporation)
(Commission File Number) (IRS Employer Identification No.)



                 5300 South 360 West, Salt Lake City, Utah 84123
               (Address of principal executive offices)(Zip Code)



       Registrant's Telephone Number, Including Area Code: (801) 264-1060





                                 Does Not Apply
          (Former name or former address, if changed since last report)





ITEM 5.  Other Events and Regulation FD Disclosure

Acquisition of Paramount Security Life Insurance Company

     On March  16,  2004,  with the  approval  of the  Louisiana  Department  of
Insurance,  Security National  Financial  Corporation,  through its wholly-owned
subsidiary,  Security National Life Insurance Company, (the "Company") completed
a stock purchase  transaction  with Paramount  Security Life Insurance  Company,
("Paramount"),  a Louisiana  domiciled  insurance company located in Shreveport,
Louisiana. Under the terms of the transaction,  the Company purchased all of the
outstanding shares of common stock of Paramount for a purchase  consideration of
$4,398,000.  As of December 31, 2003,  Paramount had 9,383 policies in force and
29 agents.  For the year ended  December  31,  2003,  Paramount  had revenues of
$614,000 and net income of $76,000.  As of December 31, 2003,  statutory  assets
and capital and surplus were $6,073,000 and $4,100,000, respectively.

     Paramount is licensed in the State of Louisiana and is permitted to appoint
agents who do not have full life insurance licenses. These agents are limited to
selling small life insurance  policies in the final expense market.  The Company
believes  that with this  license  it will be able to expand its  operations  in
Louisiana.  The Company anticipates servicing the Paramount policyholders out of
its Jackson, Mississippi office and has closed the Shreveport office.

ITEM 7.  Financial Statements and Exhibits

     (a) The assets,  consideration  paid,  and net income of Paramount  are not
significant  to the  consolidated  financial  statements  of the  Company.  As a
consequence,  no financial statements of Paramount are required to be filed with
this report.

(b)      Not Applicable

         (c)      Exhibits

     10.1 Stock  Purchase  Agreement  among  Security  National  Life  Insurance
Company,  Paramount Security Life Insurance Company, and Physicians and Surgeons
Medical Center, Inc. and the other shareholders of Paramount.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    SECURITY NATIONAL FINANCIAL CORPORATION
                                    (Registrant)



Date:    March 30, 2004               By: /s/ Scott M. Quist
                                          Scott M. Quist, President and
                                          Chief Operating Officer










                            STOCK PURCHASE AGREEMENT

                          dated as of January 26, 2004

                                  by and among



                    SECURITY NATIONAL LIFE INSURANCE COMPANY,

                    PARAMOUNT SECURITY LIFE INSURANCE COMPANY

                                       and

                  PHYSICIANS AND SURGEONS MEDICAL CENTER, INC.

                                       and

                    THE OTHER SHAREHOLDERS THAT HAVE EXECUTED
                          AGREEMENT BY SHAREHOLDERS OF
                    PARAMOUNT SECURITY LIFE INSURANCE COMPANY
                  TO SELL SHARES IN STOCK PURCHASE TRANSACTION
                         IN THE FORM ATTACHED AS ANNEX I







                                TABLE OF CONTENTS
                                                                    Page

ARTICLE I - PURCHASE AND SALES OF SHARES                             1

         1.1          Sale and Purchase of the Shares                1
         1.2          Purchase Consideration                         1
         1.3          Delivery of Shares                             3
         1.4          Non-Admitted Assets                            3

ARTICLE II - CLOSING                                                 3

         2.1          Closing                                        3

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF PARAMOUNT            3

         3.1     Organization, Good Standing and Power               4
         3.2     Capital Structure                                   4
         3.3     Authority                                           5
         3.4     Dividends, Stock Purchases, Etc.                    6
         3.5     Financial Statements                                6
         3.6     Annual Insurance Statements                         6
         3.7     Insurance Business                                  7
         3.8     Compliance With Law                                 8
         3.9     No Defaults                                         8
         3.10    Litigation                                          8
         3.11    No Material Adverse Change                          9
         3.12    Absence of Undisclosed Liabilities                 10
         3.13    Information Supplied                               10
         3.14    Certain Agreements                                 10
         3.15    Plans; Benefits; Employment Claims                 11
         3.16    Major Contracts                                    12
         3.17    Taxes                                              13
         3.18    Interests of Officers and Directors                15
         3.19    Intellectual Property                              15
         3.20    Restrictions on Business Activities                16
         3.21    Title to Properties; Absence of Liens and
                      Encumbrances; Conditions of Equipment         16
         3.22    Governmental Authorization and Licenses            16
         3.23    Environmental Matters                              17
         3.24    Insurance                                          17
         3.25    Labor Matters                                      18
         3.26    Agents; Customers and Agent Complaints             18
         3.27    Employees and Agents Assumed; No Liability         18
         3.28    Questionable Payments                              18







                                TABLE OF CONTENTS
                                   (continued)

                                                                      Page

ARTICLE IV - COVENANTS OF PSMCI AND SHAREHOLDERS                       19

       4.1   PSMCI and Shareholders to Sell Shares in Transaction      19


ARTICLE V - REPRESENTATIONS AND WARRANTIES OF SECURITY NATIONAL        19

       5.1    Organization, Good Standing and Power                    19
       5.2    Authority                                                19
       5.3    Board Authorization                                      20

ARTICLE VI - CONDUCT AND TRANSACTIONS PRIOR TO
        CLOSING DATE; ADDITIONAL AGREEMENT                             20

       6.1    Conduct of Business of Paramount                         20

ARTICLE VII - CONDITIONS PRECEDENT                                     24

       7.1    Conditions to Each Party's Obligation to
                 Effect This Transaction                               24
       7.2    Conditions to Obligations of Security National           24
       7.3    Conditions to Obligations of Paramount and Shareholders  26

ARTICLE VIII - TERMINATION                                             27

       8.1    Termination                                              27

ARTICLE IX - INDEMNIFICATION                                           28

       9.1    Obligation of PSMCI to Indemnify                         28
       9.2    Notice and Opportunity to Defend                         29

ARTICLE X - GENERAL PROVISIONS                                         30

       10.1   Survival of Representations, Warranties,
                 Covenants and Agreements                              30
       10.2   Amendment                                                30
       10.3   Extension; Waiver                                        30
       10.4   Notices                                                  30
       10.5   Interpretation                                           32
       10.6   Counterparts                                             32
       10.7   Entire Agreement                                         32
       10.8   No Transfer                                              32
       10.9   Severability                                             32
       10.10  Other Remedies                                           32
       10.11  Further Assurances                                       33
       10.12  No Third Party Beneficiary Rights                        33
       10.13  Mutual Drafting                                          33
       10.14  Governing Law                                            33
       10.15  Jurisdiction and Venue                                   33
       10.16  Expenses                                                 33
       10.17  Brokers or Finders                                       33
       10.18  Public Announcements                                     34
       10.19  Confidentiality                                          34
       10.20  Attorney's Fees                                          35

EXHIBITS

       Exhibit 1           Paramount Securities Schedule

       Exhibit 2           Paramount Disclosure Schedule

       Exhibit 3           Security National Disclosure Schedule





                            STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE  AGREEMENT (the  "Agreement")  is dated effective as of
January 26, 2004, and entered into by and among SECURITY NATIONAL LIFE INSURANCE
COMPANY,  a Utah  corporation  ("Security  National"),  PARAMOUNT  SECURITY LIFE
INSURANCE COMPANY,  a Louisiana  corporation  ("Paramount"),  and PHYSICIANS AND
SURGEONS MEDICAL CENTER,  INC. ("PSMCI") and the other shareholders of Paramount
that have  executed the  AGREEMENT BY  SHAREHOLDERS  OF PARAMOUNT  SECURITY LIFE
INSURANCE  COMPANY  TO SELL  SHARES IN STOCK  PURCHASE  TRANSACTION  in the form
attached as Annex I (the "Shareholders").

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein,  Security  National,  Paramount,  PSMCI and the  Shareholders
hereby agree as follows:

ARTICLE IPURCHASE AND SALE OF SHARES

     1.1 Sale  and  Purchase  of the  Shares.  At the  Closing,  as  hereinafter
defined,  upon  and  subject  to the  terms  and  conditions  set  forth in this
Agreement,  PSMCI and the Shareholders shall sell, transfer,  assign and deliver
to Security  National,  and Security  National shall purchase from PSMCI and the
Shareholders, 486,445 shares of common stock of Paramount (the "Paramount Common
Stock"),  representing all of the issued and outstanding stock and securities of
Paramount  owned by PSMCI and the  Shareholders,  free and  clear of all  liens,
claims, options, proxies, voting agreements, charges and encumbrances.  Security
National,  Paramount,  PSMCI and the Shareholders  hereby  acknowledge and agree
that regulatory approval from the Utah and Louisiana  insurance  departments for
the transaction described in this Section 1.1 must be obtained prior to Closing.


1.2  Purchase  Consideration.  Subject  to the  terms  and  conditions  of  this
Agreement, in reliance upon Paramount's and PSMCI's representations, warranties,
agreements and covenants  contained  herein,  and in  consideration of the sale,
transfer,  assignment  and  delivery  of the  Paramount  Common  Stock as herein
provided,  Security National shall provide the following purchase  consideration
(the "Purchase Consideration") to PSMCI and the Shareholders on a pro rata basis
to the  number  of  shares  of  Paramount  Common  Stock  held by PSMCI  and the
Shareholders:

          (a) Cash in U.S.  dollars by certified  funds or wire  transfer in the
     amount of the capital and surplus of Paramount as of December 31, 2003 plus
     80 percent of the annualized in force  premiums and annuity  considerations
     of  Paramount  as of  December  31,  2003,  less  (i)  the  amount  of  the
     adjustments in Sections 1.2(b),  (c), (d) and (e) below, and (ii) the costs
     of the  transaction  incurred  by  Security  National  up to a  maximum  of
     $100,000;

          (b) A  holdback  of  $62,857 of the  Purchase  Consideration  shall be
     retained by  Security  National  for a three month  period from the Closing
     Date of the  transaction  (as defined in Section 2.1 below),  during  which
     time  Security  National  shall  have the right and be  provided  access to
     verify the accuracy of the financial statement  information  concerning two
     mortgage  loans on real estate,  including the loan to value ratios and the
     fair market value of such real estate,  described as (i) the Albert Rustler
     Loan  dated  May 13,  1999 in the  principal  amount of  $50,000,  of which
     $38,404  was  outstanding  as of  November  30,  2003;  and (ii) the Joseph
     Taravella Loan dated November 19, 1999 in the principal  amount of $30,000,
     of which  $24,449 was  outstanding  as of November 30,  2003,  and Security
     National shall receive a put  exercisable  during the three month period to
     return either of these two mortgage loans to PSMCI and the  Shareholders in
     exchange for cash from the $62,857 holdback in the amount of the book value
     of such returned mortgage loans as reflected on the financial statements of
     Paramount as of December 31, 2003, with the difference  between the $62,857
     holdback  and the  cash  paid to  Security  National  in  exchange  for the
     returned  mortgage loans to be paid to PSMCI and the  Shareholders on a pro
     rata basis to the number of shares of Paramount  Common Stock at the end of
     such three month period;

          (c)  Inasmuch  as  Security  National  is not  purchasing  the  office
     building located at 1524 Irving Place,  Shreveport,  Louisiana (the "Office
     Building")  that is  listed  as an asset  on the  financial  statements  of
     Paramount, Security National shall transfer title to the Office Building to
     PSMCI and the  Shareholders on a pro rata basis at Closing and the Purchase
     Consideration  shall be  reduced  by the value of the  Office  Building  as
     reflected on the financial  statements of Paramount as of December 31, 2003
     or,  in the  alternative  at the  option  of  PSMCI  and the  Shareholders,
     Security  National shall transfer title to the Office Building to PSMCI and
     the  Shareholders  on a pro rata basis at closing,  at which time  Security
     National  agrees  to  enter  into a  promissory  note  with  PSMCI  and the
     Shareholders  for a period of one year at no  interest to be secured by the
     Office  Building  in the  amount not to exceed 75% of the lessor of (i) the
     book value of the Office Building on the financial  statements of Paramount
     as of  December  31,  2003,  or (ii) the fair  market  value of the  Office
     Building as of December 31, 2003, and such promissory note shall be due and
     payable one year from the Closing Date;

          (d) Security  National  shall have the right prior to the Closing Date
     to reject a certain  derivative  bond  purchased on September 9, 2003 at an
     investment  cost of $94,300.47,  in the event  Security  National deems the
     derivative  bond in its sole discretion to be an excessive risk, and in the
     event of such rejection the derivative  bond shall thereupon be transferred
     to PSMCI and the  Shareholders  on a pro rata  basis at  Closing,  with the
     Purchase  Consideration  reduced  by the  amount  of the  rejected  bond as
     reflected on the financial statements of Paramount as of December 31, 2003;

          (e)  A  holdback  of  $100,000  of  the  Purchase  Consideration  (the
     "Holdback")  shall be retained by Security  National pending  completion of
     unaudited financial statements of Paramount for the year ended December 31,
     2003,  as  required  in  Section  3.5 of this  Agreement.  If the amount of
     capital and surplus of Paramount plus 80 percent of the annualized in force
     premiums  and  annuity   considerations   of  Paramount  in  the  financial
     statements  for the year ended  December  31,  2003 (as  defined in Section
     1.2(a)  above)  is less than the  amount  of the  capital  and  surplus  of
     Paramount  plus 80 percent of the  annualized in force premiums and annuity
     considerations  of  Paramount  that is used for  purposes  of  closing  the
     transaction,  which shall be based upon the  financial  statements  for the
     nine months ended  September 30, 2003, the  difference  between the capital
     and  surplus  of  Paramount  plus 80  percent  of the  annualized  in force
     premiums and annuity  considerations in the unaudited financial  statements
     for December 31, 2003 as compared to such amount in the unaudited financial
     statements  for September 30, 2003 shall be paid to Security  National from
     the Holdback, and the resulting amount of the Holdback after such deduction
     shall then be paid to PSMCI and the  Shareholders  on a pro rata basis.  If
     such  difference  is greater than the  Holdback,  Security  National  shall
     receive the Holdback,  and PSMCI and the  Shareholders  agree to be jointly
     and  severally  liable for paying to Security  National any  difference  in
     excess of the Holdback; and

          (f) If the amount of capital and surplus of Paramount  plus 80 percent
     of the annualized in force premiums and annuity considerations of Paramount
     in the  financial  statements  for the year  ended  December  31,  2003 (as
     defined in Section  1.2(a) above) is greater than the amount of capital and
     surplus of Paramount  plus 80 percent of the  annualized in force  premiums
     and  annuity  considerations  of  Paramount  that is used for  purposes  of
     closing the transaction,  which will be based upon the financial statements
     for the nine months ended  September 30, 2003, the  difference  between the
     capital and surplus of Paramount plus 80 percent of the annualized in force
     premiums and annuity  considerations in the unaudited financial  statements
     for December 31, 2003 as compared to such amount in the unaudited financial
     statements  for  September  30, 2003 shall be paid by Security  National to
     PSMCI  and  the  Shareholders  on a pro  rata  basis,  and  PSMCI  and  the
     Shareholders shall also receive the Holdback on a pro rata basis.

1.3 Delivery of Shares.  At the Closing Date, PSMCI and the  Shareholders  shall
deliver to Security  National  certificates  with stock power  executed in blank
representing  the  outstanding  shares of  Paramount  Common  Stock  required by
Section 1.2 hereof.


1.4 Non-Admitted Asset. Security National, Paramount, PSMCI and the Shareholders
each acknowledge  there is a non-admitted  asset on the 2002 Annual Statement of
Paramount  consisting  of a  $92,000  loan  that  Paramount  made to its  parent
company,  Physicians  and  Surgeons  Medical  Center,  Inc.  Security  National,
Paramount,  PSMCI and the  Shareholders  each  agree that this loan shall not be
included in the amount of the capital  and surplus of  Paramount  as of December
31, 2003, but shall be transferred to PSMCI and the  Shareholders at the Closing
without the requirement of payment of such loan.

                                   ARTICLE II
                                  THE CLOSING

2.1 Closing.  The closing of the transaction  (the "Closing") will take place at
the offices of Paramount  Security Life  Insurance  Company,  1524 Irving Place,
Shreveport,  Louisiana, unless a different date or place is agreed to in writing
by the parties  hereto.  Each party hereto shall use its reasonable best efforts
to cause the Closing to occur on or before February 9, 2004, unless this date is
extended as provided herein (the "Closing Date").

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF PARAMOUNT

     Except as disclosed in a document to be prepared by Paramount and delivered
to  Security  National  prior to the  Closing  Date (the  "Paramount  Disclosure
Schedule") referring specifically to the applicable  representation and warranty
in this Agreement that identifies the basis for an exception to a representation
and  warranty in this  Agreement  and that is delivered by Paramount to Security
National  and  approved by Security  National by  execution  of this  Agreement,
Paramount  represents and warrants to Security  National as set forth below, and
such  representations  and  warranties  shall be true and correct as of the date
hereof and at all times thereafter  including,  without limitation,  the Closing
Date,  as if made at all such times.  As used in this  Agreement  (i)  "Business
Condition" with respect to any corporate  entity or group of corporate  entities
shall mean the business and financial  condition and prospects of such entity or
entities  taken as a whole and (ii)  "material  adverse  effect" on the Business
Condition shall be deemed to include, without limitation,  (x) any inaccuracy in
the  capitalization  representation  set forth in Section  3.2 below and (y) any
material  liability  not  reflected on the Paramount  Financial  Statements  (as
defined in Section 3.5 below) or Annual Insurance Statements (defined in Section
3.6 below).

     3.1  Organization,  Good  Standing and Power . Paramount is a  corporation,
duly  organized,  validly  existing and in good  standing  under the laws of its
state of incorporation and has all requisite power and authority to own, operate
and lease its properties and to carry on its businesses as now being  conducted.
Schedule 3.1 of the Paramount  Disclosure  Schedule  contains a true and correct
listing of all states in which Paramount is registered,  licensed and authorized
to engage in the insurance business. Paramount is not aware of any threatened or
pending action or inaction that could result in the loss of or an adverse change
in any such  registration  or license.  Paramount is in good standing  under all
such  registrations  and  licenses.  Paramount  is  duly  qualified  as  foreign
corporations  and is in good standing in each  jurisdiction in which the failure
to so qualify would have a material  adverse effect on its  individual  Business
Condition. The Paramount Disclosure Schedule also sets forth a true and complete
list of the  states  where  Paramount  is  qualified  as a foreign  corporation.
Paramount has no subsidiaries.  Paramount has no other direct or indirect equity
interest in or loans to any partnership,  corporation,  joint venture,  business
association  or other  entity.  Paramount  has  delivered  to Security  National
complete and correct copies of its Articles of Incorporation and Bylaws, in each
case as amended to the date hereof,  and has delivered or made available minutes
of  all  of  Paramount's  directors'  and  stockholders'   meetings,  and  stock
certificate   books  correctly   setting  forth  the  record  ownership  of  all
outstanding shares of Paramount Common Stock.

     3.2 Capital Structure .

     (a) The  authorized  capital  structure  of  Paramount  consists of 492,596
shares of Common  Stock.  There are 486,445  shares of Common  Stock  issued and
outstanding, all of which are owned by the Shareholders.  Except as disclosed on
Schedule  3.2 of the  Paramount  Disclosure  Schedule,  there are no other debt,
equity or hybrid debt or equity  interests or securities of Paramount issued and
outstanding.




     (b) All  outstanding  shares of Paramount  Common Stock and other Paramount
securities,  if any,  are validly  issued,  fully paid and  non-assessable  and,
except as disclosed on the Paramount Disclosure Schedule, are not subject to any
liens,  claims,  encumbrances or charges of any kind or nature or any preemptive
rights created by statute,  Paramount's  Articles of  Incorporation or Bylaws or
any agreement to which  Paramount is a party or by which Paramount may be bound.
There  are no  options,  warrants,  calls,  conversion  rights,  commitments  or
agreements of any character to which  Paramount is a party or by which Paramount
may be bound that do or may obligate  Paramount to issue  securities of any kind
or nature or to grant,  extend or enter  into any such  option,  warrant,  call,
conversion  right,  commitment or agreement or which relate to the voting of the
Paramount Common Stock or other Paramount securities, if any.

     3.3 Authority

     (a) Paramount has all requisite corporate power and authority to enter into
this Agreement and to perform its obligations  hereunder and thereunder,  and to
consummate the transactions  contemplated hereby and thereby.  The execution and
delivery of this  Agreement,  the  performance  by Paramount of its  obligations
hereunder and thereunder and the consummation of the  transactions  contemplated
hereby  and  thereby  have been duly and  validly  authorized  by all  necessary
corporate action on the part of Paramount,  including  approval by its Boards of
Directors and the shareholders. This Agreement shall constitute legal, valid and
binding  obligations of Paramount  enforceable  against  Paramount in accordance
with their respective terms, except as enforcement may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors'  rights
generally and except that the  availability of equitable  remedies is subject to
the discretion of the court before which any proceeding therefor may be brought.

     (b) To the best knowledge of Paramount,  the execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
and thereby,  will not, conflict with or result in any violation of any material
statute, law, rule, regulation,  judgment, order, decree or ordinance applicable
to Paramount or its properties or assets, nor will it conflict with or result in
any  breach or  default  (with or  without  the giving of notice or the lapse of
time, or both) under,  or give rise to a right of  termination,  cancellation or
acceleration of any material  obligation or to the loss of any material  benefit
under,  or result in the creation of a material  lien,  charge or encumbrance on
any of the  properties  or assets of Paramount  pursuant to (i) any provision of
the  Articles  of  Incorporation  or Bylaws of  Paramount  or (ii) any  material
agreement,  contract,  note,  mortgage,  indenture,  lease  instrument,  permit,
concession,  franchise, registration or license to which Paramount is a party or
by which Paramount or any of its properties or assets may be bound or affected.

     (c) To the best  knowledge of  Paramount,  no consent,  approval,  order or
authorization  of, or  registration,  declaration  or filing  with,  any  court,
administrative  agency,  commission,  regulatory authority or other governmental
authority  or  instrumentality,  whether  domestic or foreign  (collectively,  a
"Governmental  Entity"),  is  required  by  or  with  respect  to  Paramount  in
connection with the execution and delivery of this Agreement and by Paramount or
the  consummation  by  Paramount  of the  transactions  contemplated  hereby  or
thereby,  except for (i) filing required documents with the relevant authorities
of states in which  Paramount is qualified to do business,  (ii) such  consents,
approvals,  authorizations,  registrations or  qualifications as may be required
under state  insurance laws as identified in the Paramount  Disclosure  Schedule
and (iii)  such  consents,  approvals,  orders,  authorizations,  registrations,
declarations  and  filings  as may be  required  under  the laws of any  foreign
country,  which,  if not  obtained  or made,  would not have a material  adverse
effect on the Business  Condition of  Paramount.  All  approvals of  Paramount's
Board of Directors  and  Shareholders  as required by  applicable  law have been
obtained  and are in force  and  effect  and no  dissenters'  rights  have  been
exercised under applicable law.

     3.4 Dividends,  Stock Purchases,  Etc. Since September 30, 2003,  Paramount
has not (i)  declared  or paid any  dividends  (either in cash,  property or its
stock  of any  class)  upon,  or made or  become  committed  to make  any  other
distribution with respect to, or purchased,  redeemed or otherwise  beneficially
acquired any of its outstanding  capital stock of any class, or become committed
so to do; (ii) split up, combined or reclassified any of its outstanding capital
stock of any  class,  or become  committed  so to do; or (iii)  issued or become
committed to issue any  additional  capital  stock of any class  (whether or not
from  treasury  stock,  heretofore  authorized  but  unissued  stock,  or  newly
authorized stock) or any options,  rights or warrants to acquire,  or securities
convertible into or exchangeable  for, or which otherwise confer upon the holder
or holders  thereof  any right to  acquire,  any shares of capital  stock of any
class or any other security or debt of Paramount.

     3.5  Financial  Statements .  Paramount  agrees to be  responsible  for the
preparation,  at its own expense, of Paramount's  unaudited financial statements
for the fiscal year ended  December 31, 2003,  including a balance sheet and the
related unaudited  statements of income, cash flow and stockholders' equity and,
upon  completion,  will  furnish or make  available  to Security  National  such
unaudited  financial  statements  and a  certified  statement  by the actuary of
Paramount  verifying the aggregate  reserves for life contracts and accident and
health  contracts as of December 31, 2003;  and  Paramount has furnished or made
available  to Security  National or will  furnish or make  available to Security
National within ten days from the date of this Agreement  Paramount's  unaudited
financial  statements for the fiscal years ended December 31, 1999,  2000,  2001
and 2002, including balance sheets and the related audited statements of income,
cash flow and stockholders'  equity,  and the related  management  letters,  and
Paramount's  unaudited  financial  statements  as of and for the quarters  ended
March 31, 2003,  June 30, 2003,  and  September  30, 2003,  including  unaudited
balance  sheets of Paramount as at March 31, 2003,  June 30, 2003, and September
30,  2003,  and the  related  unaudited  statements  of  income,  cash  flow and
stockholders' equity (collectively,  the "Unaudited Financial Statements").  The
Unaudited  Financial  Statements  provided  previously to Security  National are
listed in Schedule  3.5 of the  Paramount  Disclosure  Schedule.  The  Unaudited
Financial Statements together with the financial statements of Paramount for the
fiscal year ended  December  31,  2003,  are,  collectively,  referred to as the
"Paramount  Financial  Statements." The Paramount Financial Statements have been
or will be prepared in accordance with generally accepted accounting  principles
(GAAP)  consistently  applied  and fairly  present  the  financial  position  of
Paramount  as at the dates  thereof and the results of its  operations  and cash
flows for the  periods  then  ended.  There  has been no  change in  Paramount's
accounting  policies,  except as described in notes to the  Paramount  Financial
Statements.

     3.6 Annual Insurance Statements.

     (a)  Paramount  has  provided   Security   National  with  (i)  all  annual
statements,  certificates  and  applications  to  the  Louisiana  or  any  other
insurance  commissioner or other Governmental  Entity, which Paramount has filed
with or submitted  with  respect to years ending on or after  December 31, 2000,
and such  documentation  provided  previously  is listed in Schedule  3.6 of the
Paramount  Disclosure  Schedule,  and (ii) all reports of examination  issued by
such  insurance  commissioners,  regulatory  authorities  or other  Governmental
Entity regarding Paramount on or after December 31, 2000, and such documentation
provided  previously  is  listed  also in  Schedule  3.6.

  (b) Such  filings  or
submissions  were in substantial  compliance with applicable law when filed and,
as of their respective dates, did not contain any materially false statements of
fact or omit to state any material  fact  necessary to make the  statements  set
forth  therein not  misleading  in light of the  circumstances  under which such
statements  were  made;  no  material  deficiencies  have been  asserted  by any
insurance  commissioner,  insurance department or other Governmental Entity with
respect to such statements; Paramount has provided Security National with copies
of all material written responses with respect to comments from any Governmental
Entity  concerning  such filings,  submissions or reports of  examination  since
December 31, 2000 and such written  responses  are  described in Schedule 3.6 of
the Paramount Disclosure Schedule,  and prior to the date of this Agreement,  no
fines or penalties  have been imposed on Paramount by any  Governmental  Entity;
and no deposits  (other than in the ordinary  course of business) have been made
by Paramount with any Governmental Entity.

     (c) The  statutory  financial  statements  for  Paramount as of and for the
years ended  December 31, 2001 and 2002 and the statutory  financial  statements
for Paramount for the year ended December 31, 2003 (which Paramount agrees to be
responsible,  at its own  expense,  for  preparing)  (i) fairly  present or will
fairly present the statutory  financial condition of Paramount at such dates and
(ii) have been or will be prepared in accordance  with the required or permitted
statutory  insurance  accounting  requirements  or practices under the insurance
laws of  Louisiana,  except as  expressly  set forth or  disclosed in the notes,
exhibits or schedules  thereto.  The amounts shown in such statements of account
on aggregate  reserves for life or annuity  policies  and  contracts,  aggregate
reserves for accident and health policies, net deferred and uncollected premiums
and all policy and  contract  claims  liability as of the end of each such year,
are computed in accordance with accepted actuarial and industry  practices,  are
fairly stated in accordance with those called for in applicable insurance policy
provisions,  meet the  requirements  of the insurance laws of Louisiana,  make a
sufficient  provision for all unmatured  obligations  of Paramount  provided for
under  the  terms  of its  policies  and are  consistent  with  the  assumptions
previously employed. Adequate provision has been made for all actuarial reserves
and related statement items which ought to be established.

     3.7 Insurance Business.

     (a) Security  National has been  provided  true and complete  copies of all
contracts, arrangements,  treaties, understandings and agreements of (or related
to) Paramount with any party with respect to reinsurance  currently in force and
such  documents  and  information  are listed in Schedule  3.7 of the  Paramount
Disclosure  Schedule  attached  hereto.  All policies  assumed by Paramount were
assumed under  agreements  submitted to and approved by all relevant  regulatory
authorities  and are valid,  in force,  and not subject to recapture  (except at
Paramount's  option),  and  are  fairly  reflected  on the  Paramount  Financial
Statements.  No  party  thereto  is in  material  default  with  respect  to any
provision  thereof and no such agreement  contains any provision  providing that
the other  party  thereto  may  terminate  same by  reason  of the  transactions
contemplated by this Agreement or any other provisions which would be altered or
otherwise become applicable by reason of such transactions.

     (b) All  policies of  insurance  issued or assumed by  Paramount  as now in
force are, to the extent  required under  applicable  law, on forms submitted to
and approved by the applicable jurisdiction's insurance commissioner.  No policy
holder or related group of policy holders which, singularly or in the aggregate,
accounted  for 5% of the gross  revenues of Paramount  considered as a whole for
the year ended December 31, 2002 has, after December 31, 2002, terminated or, to
the best  knowledge of the Paramount,  threatened to terminate its  relationship
with  Paramount.  The contracts  between  Paramount and its agents,  managers or
brokers are valid, binding and in full force and effect in accordance with their
terms.  Paramount is not in material  default  with respect  thereto and no such
contract  contains  any  provision  providing  that the other party  thereto may
terminate the same by reason of the transactions  contemplated by this Agreement
or any other provision which would be altered or otherwise become  applicable by
reason of such transactions.

     3.8 Compliance With Law . To the best knowledge of Paramount,  Paramount is
in  compliance  with and have  conducted  its  business so as to comply with all
laws,  rules,  regulations,  judgments,  decrees  or orders of any  Governmental
Entity  applicable to their  operations or with respect to which compliance is a
condition of engaging in the business thereof, except to the extent that failure
to  comply  could,  individually  or in the  aggregate,  not have had and is not
reasonably expected to have, a material adverse effect on the Business Condition
of Paramount.  There are no material judgments,  orders,  injunctions,  decrees,
stipulations or awards (whether rendered by a court or administrative  agency or
by  arbitration)   against  Paramount  or  against  any  of  its  properties  or
businesses. Schedule 3.8 of the Paramount Disclosure Schedule contains a summary
of all material violations of, or conflicts with, any applicable  statute,  law,
rule,  regulation,  ruling,  order,  judgment  or  decree,  listed  by each such
Governmental   Entity,   including  any  of  the   foregoing   relating  to  any
environmental or health laws.

     3.9 No Defaults . To the best knowledge of Paramount, Paramount is not, nor
has it  received  notice  that it is or would be with the passage of time or the
giving of notice,  or both, (a) in violation of any provision of its Articles of
Incorporation or Bylaws or (b) in default or violation of any term, condition or
provision  of  (i)  any  judgment,  decree,  order,  injunction  or  stipulation
applicable  to  Paramount  or (ii) any  agreement,  note,  mortgage,  indenture,
contract,  lease, instrument,  permit,  registration,  concession,  franchise or
license  to  which  Paramount  is a party or by  which  Paramount  or any of its
properties  or  assets  may  be  bound,   which   violation  or  default  could,
individually or in the aggregate, have a material adverse effect on the Business
Condition of Paramount.

     3.10 Litigation . There is no action, suit, proceeding,  claim, arbitration
or  investigation  pending or, to the best  knowledge of Paramount,  threatened,
against  Paramount that,  individually or in the aggregate,  could be reasonably
expected  to  have a  material  adverse  effect  on the  Business  Condition  of
Paramount, or which in any manner challenges or seeks to prevent,  enjoin, alter
or materially delay any of the transactions  contemplated hereby.  Schedule 3.10
of the  Paramount  Disclosure  Schedule  sets forth with respect to each pending
action, suit, proceeding, claim, arbitration or investigation to which Paramount
is a party, the forum, the parties thereto,  a brief  description of the subject
matter thereof and the amount of damages claimed.  Paramount is not aware of any
reasonable basis for any other such action, suit, proceeding, claim, arbitration
or investigation. Paramount has delivered or made available to Security National
correct and complete  copies of all  correspondence  prepared by its counsel for
Paramount's  independent  public  accountants  in connection  with any audits or
reviews  completed  by  Paramount's  independent  public  accountants.  3.11  No
Material Adverse Change . Since September 30, 2003,  Paramount has conducted its
business in the ordinary course and there has not occurred:

     (a) Any material adverse change in the Business Condition of Paramount;

     (b) Any amendments or changes in the Articles of Incorporation or Bylaws of
Paramount;

     (c) Any damage,  destruction or loss,  whether covered by insurance or not,
materially  and  adversely  affecting  any of the  properties  or  businesses of
Paramount;

     (d) Any issuance, redemption, repurchase or other acquisition of the shares
of capital stock of Paramount or any  declaration,  setting aside payment of any
dividend or other distribution (whether in cash, stock or property) with respect
to the capital stock of Paramount;

     (e) Any increase in or modification of the compensation or benefits payable
or to  become  payable  by  Paramount  to  any  of its  directors,  officers  or
employees,  except in the  ordinary  course  of  business  consistent  with past
practice;

     (f)  Any  material  increase  in or  modification  of any  bonus,  pension,
insurance or other employee benefit plan, payment or arrangement, including, but
not limited to, the granting of stock options,  restricted stock awards or stock
appreciation  rights  made to, for or with any of its  employees,  except in the
ordinary course of business consistent with past practice;

     (g) Any sale of the property or assets of Paramount  individually in excess
of $1,000 or in the aggregate in excess of $2,500;

     (h) Any alteration in any term of any outstanding security of Paramount;

     (i) Any (a)  incurrence,  assumption  or guarantee by Paramount of any debt
for borrowed money;  (b) issuance or sale of any securities  convertible into or
exchangeable  for debt securities of Paramount;  (c) issuance or sale of options
or other  rights  to  acquire  from  Paramount,  directly  or  indirectly,  debt
securities or any securities  convertible into or exchangeable for any such debt
securities; or (d) any material premium refunds;

     (j) Any  creation or  assumption  by  Paramount  of any  mortgage,  pledge,
security interest, lien or other encumbrance on any of its assets or properties;

     (k) Any  making  of any  loan,  advance  or  capital  contribution  to,  or
investment  in, any person other than (a) travel  loans or advances  made in the
ordinary  course of business of Paramount and (b) other loans and advances in an
aggregate amount that does not exceed $1,000 outstanding at any time;

     (l) Any entry into or any amendment or relinquishment of or any termination
or renewal by Paramount of any contract, lease transaction,  commitment or other
right or obligation,  except in the ordinary course of business  consistent with
past practice;

     (m) Any  transfer  or grant of a right  under  the  Paramount  Intellectual
Property Rights (as defined in Section 3.19 below) other than those  transferred
or granted in the ordinary course of business consistent with past practice;

     (n) Any labor dispute,  other than routine  individual  grievances,  or any
activity or  proceeding by a labor union or  representative  thereof to organize
any employees of Paramount;

     (o) Any  violation  of or  conflict  with any  applicable  laws,  statutes,
orders,   rules  or  regulations   promulgated,   or  judgment  entered  by  any
Governmental  Entity,  that,  individually  or in the aggregate,  materially and
adversely affects (or, insofar as Paramount knows,  might reasonably be expected
to materially and adversely affect) the Business Condition of Paramount;

     (p) Any agreement or arrangement made by Paramount to take any action that,
if  taken  prior to the date  hereof,  would  have  made any  representation  or
warranty  set forth in this  Section 3 untrue or  incorrect  as of the date when
made; or

     (q) Any payment of amounts owing under Paramount issued insurance  policies
materially at variance with the Company's  policy  provisions and policy payment
history.

     3.12 Absence of  Undisclosed  Liabilities . Except as disclosed in Schedule
3.12 of the  Paramount  Disclosure  Schedule or as  reflected  in the  Paramount
Financial  Statements and except for liabilities  and obligations  arising after
September  30, 2003,  in the ordinary  course of business  consistent  with past
practices  that could not  reasonably  be  expected  to have a material  adverse
effect on the Business  Condition of Paramount,  Paramount has no liabilities or
obligations  (whether  absolute,  accrued  or  contingent,  and  whether  or not
determined or determinable) of a character that, under GAAP,  should be accrued,
shown or  disclosed on an audited  balance  sheet of  Paramount  (including  the
footnotes thereto) or should be described on an Annual Insurance Statement filed
with any state insurance  commissioner having jurisdiction over Paramount or its
business.

     3.13  Information  Supplied  . None of the  information  supplied  or to be
supplied  by  Paramount  pursuant to this  Agreement  and no  representation  or
warranty made herein or in any exhibit  hereto or in any financial  statement or
schedule  attached  hereto  contains or will  contain any untrue  statement of a
material  fact or omits or will omit to state any material  fact  required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading.

     3.14  Certain  Agreements  . Neither  the  execution  and  delivery of this
Agreement  nor the  consummation  of the  transactions  contemplated  hereby  or
thereby  will  (a)  result  in  any  payment  (including,   without  limitation,
severance,  unemployment  compensation,  golden  parachute,  bonus or otherwise)
becoming due to any director or employee of Paramount under any Plan (as defined
in Section  3.15 below) or  otherwise,  (b)  materially  increase  any  benefits
otherwise  payable under any Plan or (c) result in the  acceleration of the time
of payment or vesting of any such benefit.

     3.15 Plans ; Benefits; Employment Claims.

     (a) All employee benefit plans,  programs,  policies,  commitments or other
arrangements  (whether  or not set forth in a  written  document)  covering  any
active,  former or retired  employee or  consultant  of Paramount  are listed in
Schedule 3.15 of the Paramount Disclosure Schedule (individually,  a "Plan" and,
collectively,  the "Plans"). To the extent applicable, the Plans comply with the
requirements of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA"),  and the Code,  and any Plan  intended to be qualified  under Section
401(a) of the Code has either  obtained a favorable  determination  letter as to
its qualified  status from the Internal Revenue Service (the "IRS") or still has
a  remaining  period  of  time  under  applicable  Treasury  Regulations  or IRS
pronouncements in which to apply for such a determination letter and to make any
amendments necessary to obtain a favorable determination. To the extent any Plan
with an  existing  determination  letter  from the IRS must be amended to comply
with the applicable  requirement of the Tax Reform Act of 1986, as amended,  and
subsequent  legislation,  the time period for effecting such amendments will not
expire prior to this  transaction.  Paramount has furnished or made available to
Paramount  copies of the most recent IRS letters and IRS Form 5500 with  respect
to any such Plan.  No Plan is covered by Title IV of ERISA or Section 412 of the
Code.  Neither  Paramount  nor any officer or director of Paramount has incurred
any liability or penalty under Section 4975 through  Section 4980 of the Code or
Title I of ERISA. Each Plan has been maintained and administered in all material
respects in compliance  with its terms and with the  requirements  prescribed by
and all  applicable  statutes,  laws,  rules,  orders,  rules  and  regulations,
including,  but not limited to, ERISA and the Code,  that are applicable to such
Plans.  No suit,  action or other  litigation  (excluding  claims  for  benefits
incurred in the ordinary course of Plan activities) has been brought, or, to the
best knowledge of Paramount, is threatened,  against or with respect to any such
Plan. All  contributions,  reserves and premium payments  required to be made or
accrued as of the date hereof to the Plans have been made or accrued.

     (b) Except as described in Schedule  3.15  attached  hereto,  no present or
former  employee of Paramount has any claim  against  Paramount  (whether  under
federal or state law, under any employment  agreement,  or otherwise) on account
of or for (i)  overtime  pay,  other than  overtime pay for work done in current
payroll  period;  (ii)  wages or salary for any  period  other than the  current
payroll  period;  (iii)  vacation  time off or pay in lieu of vacation time off,
other than (x)  accumulated  vacation  pay as show in the  schedule  referred to
above,  and (y)  vacation  time  off (or pay in lieu  thereof)  earned  in or in
respect of the  current  fiscal  year;  or (iv) any  material  violation  of any
statute,  ordinance or regulation  relating to minimum wages or maximum hours of
work.

     (c) No person or party (including, but not limited to governmental agencies
of any kind) has filed, or to the knowledge of Paramount has threatened to file,
any claim  against  Paramount  under or rising out of any statute,  ordinance or
regulation relating to discrimination in employment or employment practices.  No
person has any material claim under which  Paramount has any material  liability
under  any  health,  sickness,  disability,   medical,  surgical,  hospital,  or
surgical,  hospital, or similar benefit plan or arrangement, or by virtue of his
or her  employment  maintained  by Paramount,  or to or by which  Paramount is a
party or is bound, or under any workmen's  compensation or similar law, which is
not fully covered, subject only to standard deductibles, by insurance maintained
with reputable, financially responsible insurers. No person has any claim or has
filed any action or has threatened to file any action or bring a claim by virtue
of his or her employment by Paramount including, without limiting the generality
of the foregoing, sexual harassment, wrongful termination, or other actions.

     3.16  Major  Contracts  .  Except  as  disclosed  in  Schedule  3.16 of the
Paramount Disclosure Schedule, Paramount is not a party to or subject to:

     (a) Any union contract or any employment or consulting contract,  agreement
or arrangement providing for future compensation,  whether written or oral, with
any  officer,  consultant,  director  or  employee  that  is not  terminable  by
Paramount on thirty (30) days' or less notice  without  penalty or obligation to
make payments related to such termination;

     (b) Any plan, contract or arrangement,  whether written or oral,  providing
for  bonuses,  pensions,  deferred  compensation,  severance  pay  or  severance
benefits, retirement payments, profit-sharing payments or similar such payments;

     (c) Any joint  venture  contract,  agreement  or  arrangement  or any other
agreement  that has involved or is expected to involve a sharing of profits with
another person or entity;

     (d) Any existing marketing,  distribution, agency or brokerage agreement in
which the annual  amount  involved in fiscal 2003  exceeded  $5,000 in aggregate
amount or pursuant to which  Paramount  has  granted or  received  most  favored
nation pricing provisions or exclusive  marketing rights related to any product,
group of products or territory;

     (e) Any  lease for  realty  or  personal  property  in which the  amount of
payments that Paramount is required to make on an annual basis exceeds $1,500;

     (f)  Any  instrument  evidencing  or  related  in any  way to  indebtedness
incurred in the acquisition of companies or other entities or  indebtedness  for
borrowed money by way of direct loan,  sale of debt  securities,  purchase money
obligation, conditional sale, guarantee, leasehold obligations or otherwise;

     (g) Any material license agreement, either as licensor or licensee;

     (h) Any contract  containing  covenants  purporting to limit the freedom of
Paramount to compete in any line of business in any geographic area;

     (i) Any insurance policy or fidelity or surety bond;

     (j) Any  agreement of  indemnification  relating to Paramount or any of its
officers, directors or employees;

     (k) Any agreement,  contract or commitment relating to capital expenditures
that  involves  future  payments  individually  in  excess  of  $1,500 or in the
aggregate in excess of $5,000 by Paramount;

     (l) Any agreement,  contract or commitment relating to personal services to
be rendered by any person to Paramount requiring the payment of more than $1,000
per month or the disposition or acquisition of any assets by Paramount; or

     (m) Any  other  agreement,  contract  or  commitment  that is  material  to
Paramount's business.

     Each agreement,  contract,  mortgage,  indenture,  plan, lease, instrument,
permit, concession,  franchise, arrangement, license, regulations and commitment
listed on the  Paramount  Disclosure  Schedule  pursuant to this Section 3.16 is
valid and binding on  Paramount,  and is in full force and  effect,  and neither
Paramount nor to the best  knowledge of  Paramount,  any other party thereto has
breached  or is aware of any facts that  would  lead it to  believe  that it has
breached,  any  provision  of,  or is in  default  under  the  terms of any such
agreement,  contract,  mortgage,  indenture,  plan, lease,  instrument,  permit,
concession,  franchise,  arrangement,  license, regulation or commitment. To the
best knowledge of Paramount, no such agreement,  contract, mortgage,  indenture,
plan, lease, instrument, permit, concession,  franchise, arrangement, license or
commitment  contains  any  material  liquidated  damages,   penalty  or  similar
provision.  To the best  knowledge of Paramount,  no party to any such agreement
contract,  mortgage,  indenture, plan, lease, instrument,  permit, registration,
concession,  franchise,  arrangement,  license or commitment  intends to cancel,
withdraw, modify or amend the same.

     3.17 Taxes .

     (a) All tax  returns,  statements,  reports and forms  (including,  but not
limited to,  estimated  Tax returns  and  reports  and  information  returns and
reports)  required to be filed with any Taxing  Authority (as defined in Section
3.17(f)  below)  with  respect  to any  Taxable  period  ending on or before the
Closing  Date,  by or on  behalf  of  Paramount  (collectively,  the  "Paramount
Returns"), have been or will be filed when due (including any extensions of such
due date),  and all amounts shown due thereon on or before the Closing Date have
been or will be paid on or before such date. The balance sheets  included in the
Paramount  Financial  Statements  (i) fully  accrue all  actual  and  contingent
liabilities for Taxes with respect to all periods through September 30, 2003 and
Paramount  has not and will not incur any Tax  liability in excess of the amount
reflected on the Paramount Financial Statements with respect to such periods and
(ii) properly  accrues in accordance with GAAP all liabilities for Taxes payable
after September 30, 2003 with respect to all  transactions  and events occurring
on or prior to such date.  All  information  set forth in the  footnotes  to the
Paramount  Financial  Statements  relating to Tax matters is true,  complete and
accurate in all material respects.

     (b) No material Tax  liability  since  September 30, 2003 has been incurred
other than in the ordinary course of business and adequate provision has been or
will be made for all Taxes since that date in accordance with GAAP on at least a
quarterly  basis.  Paramount has withheld and paid to the  applicable  financial
institution  or Taxing  Authority all amounts  required to be withheld.  Neither
Paramount nor any member of any affiliated or combined group of which  Paramount
has been a member has granted any extension or waiver of the  limitation  period
applicable to any of the Paramount Returns.

     (c) PSMCI and the  Shareholders  shall be entitled to receive on a pro rata
basis any tax refund that Paramount shall receive from any Taxing  Authority (as
defined in Section  3.17(f)  below) with respect to any Taxable period ending on
or before December 31, 2003.

     (d) PSMCI and the Shareholders agree to be jointly and severally liable for
paying any  premium  tax due and owing with  respect to  Paramount's  operations
ending on or before December 31, 2003. Security National agrees to be liable for
paying any  premium  tax due and owing with  respect to  Paramount's  operations
beginning as of January 1, 2004.






     (e)  There  is no  material  claim,  audit,  action,  suit,  proceeding  or
investigation  now pending or (to the best  knowledge of  Paramount)  threatened
against or with  respect to Paramount  in respect of any Tax or  assessment.  No
notice of deficiency or similar  document of any Tax Authority has been received
by Paramount,  and there are no liabilities for Taxes (including liabilities for
interest  additions  to tax and  penalties  thereof and related  expenses)  with
respect to the issues that have been raised (and are  currently  pending) by any
Tax Authority that could, if determined  adversely to Paramount,  materially and
adversely  affect the liability of Paramount  for Taxes.  There are no liens for
Taxes  against the assets of Paramount  except  liens for current  Taxes not yet
due.  Paramount  has not been and will not be required  to include any  material
adjustment  in its  Taxable  income  for any Tax  period  (or  portion  thereof)
pursuant to the Code or any comparable provision under state or foreign Tax laws
as a result of transactions,  events or accounting methods employed prior to the
Closing.

     (f) There is no contract,  agreement,  plan or arrangement,  including, but
not limited to, the  provisions  of this  Agreement,  covering  any  employee or
independent  contractor or former employee or independent  contract of Paramount
that, individually or collectively, could give rise to the payment of any amount
that would not be deductible  pursuant to the Code.  Other than pursuant to this
Agreement,  Paramount  is not a party to or bound by (nor will it,  prior to the
Closing  Date,  become a party to or  become  bound by) any tax  indemnity,  tax
sharing or tax  allocation  agreement  (whether  written,  oral or arising under
operation  of  federal  law as a result of  Paramount  being a member of a group
filing  consolidated  tax returns,  under  operation  of certain  state law as a
result of Paramount being a member of a group filing  consolidated  tax returns,
under operation of certain state laws as a result of Paramount being a member of
a  unitary  group  or  under   comparable   laws  of  other  states  or  foreign
jurisdictions) that includes a party other than Paramount.  Paramount has listed
in  Schedule  3.17  of the  Paramount  Disclosure  Schedule  all of  Paramount's
material  federal and state tax returns for years  ending  December 31, 2003 and
2002, information  statements,  reports work papers, Tax opinions, Tax memoranda
and other Tax data and  documents of Paramount  that  Paramount has furnished or
made  available  to  Security  National  or will  furnish or make  available  to
Security National within ten (10) days from the date of this Agreement.

     (g) The federal  income tax returns of  Paramount  have not been audited by
the Internal  Revenue  Service,  (or a  predecessor  agency).  Paramount has not
received any notice of  assessment  or proposed  assessment of any United Sates,
State or other tax  measured by its income,  property  or  transactions,  and no
issues  have  been  raised by any  taxing  authority  providing  a basis for any
additional  assessment  of any such tax.  Paramount  has not  waived  any law or
regulation fixing, or consenting to the extension of, any period of time for the
assessment of any tax or other governmental  imposition,  or become committed so
to do, except as described in Schedule 3.17 which is true,  complete and correct
in all material respects. The reserves for current taxes accrued on the books of
Paramount  are  reasonable  and  adequate in amount.  PSMCI  agrees to indemnify
Security  National for any and all tax  assessments  not accrued on the books of
Paramount and related to any income, events, transactions, or time periods prior
to the  Closing,  except for any tax which may  become due on income  previously
excluded from taxable income and accumulated in the undistributed policyholders'
surplus account ("Phase III Tax").

     (h) For purposes of this Agreement,  the following terms have the following
meanings: "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means (i)
any net income, alternative or add-on minimum tax, gross income, gross receipts,
sales, use, ad valorem, transfer,  franchise,  privilege,  intangible,  profits,
license, withholding,  payroll, employment, excise, insurance, severance, stamp,
occupation,  premium,  property,  environmental  or windfall profit tax, custom,
duty or other tax,  governmental  fee or other like  assessment or charge of any
kind  whatsoever,  together  with any  interest or any  penalty,  addition to or
additional  amount  imposed by any  Governmental  Entity (a "Taxing  Authority")
responsible  for the  imposition of any such tax (whether  domestic or foreign),
(ii) any  liability  for the  payment of any  amounts of the type  described  in
clause (i) above as a result of being a member of an  affiliated,  consolidated,
combined or unitary group for any Taxable period and (iii) any liability for the
payment of any amounts of the type  described in clause (i) or clause (ii) above
as a result of any express or implied  obligation  to indemnify any other person
or entity.

     3.18  Interests of Officers and Directors . Except as described in Schedule
3.18 of the  Paramount  Disclosure  Schedule,  none of  Paramount's  officers or
directors (or relatives of such persons living in the same  household)  have any
material  interest  in any  property,  whether  real or  personal,  tangible  or
intangible, used in or pertaining to Paramount's business.

     3.19 Intellectual Property .

     (a)  Paramount  owns or is licensed or  otherwise  entitled to exercise all
rights  under or with respect to all  intellectual  property  including  without
limitation,  patents,  copyrights,  trademarks or service marks owned or used in
connection with its business. Schedule 3.19 of the Paramount Disclosure Schedule
lists all patents, trademarks, works of authorship,  registered and unregistered
copyrights,  registered  and  unregistered  trademarks,  trade names and service
marks,  and all  applications  therefor  owned or  licensed  by  Paramount  (the
"Intellectual  Property  Rights"),  and further  specifies the  jurisdictions in
which each such matter and registration has been filed, including the respective
registration or application  numbers.  Schedule 3.19 of the Paramount Disclosure
Schedule  also lists all material  licenses,  sublicenses  and other  agreements
(oral or  written)  as to  which  Paramount  is a party  and  pursuant  to which
Paramount  or any other  person  or  entity  owns or is  licensed  or  otherwise
authorized  or obligated  with respect to any  Intellectual  Property  Right and
includes the identity of all parties thereto.  Paramount is not, nor as a result
of  the  execution  and  delivery  of  this  Agreement  or  the  performance  of
Paramount's  obligations  hereunder  will  be,  in  violation  of  any  license,
sublicense or other agreement  applicable to it, whether or not described in the
Paramount  Disclosure  Schedule.  Except to the extent clearly and conspicuously
disclosed in Schedule 3.19 of the Paramount  Disclosure  Schedule,  Paramount is
the sole and exclusive owner or licensee of, with full right, title and interest
in  and  to  (free  and  clear  of  any  liens,  claims  or  encumbrances),  the
Intellectual  Property  Rights,  and has the sole and exclusive right in respect
thereof (and,  except as set forth in Schedule 3.19 of the Paramount  Disclosure
Schedule is not  contractually  obligated to pay any  compensation  to any third
party with respect thereto).

     3.20 Restrictions on Business  Activities . There is no material agreement,
judgment,  injunction,  order or decree binding upon Paramount that has or could
reasonably be expected to have the effect of prohibiting or materially impairing
any business practice of Paramount,  any acquisition of property by Paramount or
the conduct of business by  Paramount  as  currently  conducted  or as currently
proposed to be conducted.

     3.21 Title to Properties;  Absence of Liens and Encumbrances;  Condition of
Equipment.


     (a) Schedule 3.21 of the Paramount  Disclosure  Schedule sets forth a true,
complete and accurate list of all real property owned or leased by Paramount and
summarizes  all material lease terms,  including the aggregate  annual rental or
other fees  payable,  the  length of all  leases  and the  number of  extensions
available.

     (b)  Paramount  has good and  valid  title  to,  or,  in the case of leased
properties  and  assets,  valid  leasehold  interests  in,  all of its  tangible
properties and assets,  whether real,  personal or mixed,  used in its business,
free and  clear of any  liens  (other  than  liens  for  taxes  that are not yet
delinquent), claims, charges, pledges, security interests or other encumbrances,
except as reflected in the Paramount  Financial  Statements  and except for such
imperfections  of title and  encumbrances,  if any, that are not  substantial or
material in character, amount or extent, and that do not materially detract from
the value, or interfere with the present use, of the property subject thereto or
affected thereby.

     (c) The machinery, equipment and other personal property (collectively, the
"Equipment")  owned or leased by Paramount is, taken as a whole (i) adequate for
the conduct of the business of Paramount consistent with its past practice, (ii)
suitable for the uses to which it is currently employed, (iii) in good operating
condition, (iv) regularly and properly maintained and (v) free from all defects,
except,  with respect to clauses (ii) through (iv) of this Section  3.21(c),  as
would not have a material adverse effect on the Business Condition of Paramount.

     3.22 Governmental  Authorizations and Licenses . Paramount is the holder of
all licenses, authorizations, permits, concessions, registrations,  certificates
and other franchises of any Governmental Entity required to operate its business
(collectively,  the "Licenses") and is in compliance with the terms, conditions,
limitations, restrictions, standards, prohibitions, requirements and obligations
of all of such Licenses, except where the failure to hold any such License or to
so comply would not have a material adverse effect on the Business  Condition of
Paramount. The Licenses are in full force and effect on the date hereof and will
be in full force and effect on the Closing Date,  except as noted in Section 3.8
hereof.  There is not now  pending,  nor to the best  knowledge  of Paramount is
there  threatened,   any  action,  suit,  investigation  or  proceeding  against
Paramount  before any Governmental  Entity with respect to the Licenses,  nor is
there any issued or outstanding  notice,  order or complaint with respect to the
violation  by  Paramount  of the  terms  of any  such  License  or any  rule  or
regulation applicable thereto.

     3.23 Environmental Matters .

     (a) To the best  knowledge of Paramount,  no substance that is regulated by
any Governmental  Entity or that has been designated by any Governmental  Entity
to be  radioactive,  toxic,  hazardous  or  otherwise  a danger to health or the
environment  (a  "Hazardous  Material")  is present in, on or under any property
that Paramount has at any time owned, operated, occupied or leased.

     (b) To the best  knowledge of  Paramount,  Paramount  has not  transported,
stored,  used,  manufactured,  released  or exposed its  employees  or any other
person to any Hazardous Material in violation of any applicable  statute,  rule,
regulation,  order or law, except where such violation would not have a material
adverse effect on the Business Condition of Paramount.

     (c) To the best knowledge of Paramount, Paramount has obtained all permits,
consents,  waivers,  exemptions,  licenses,  approvals and other  authorizations
(collectively,  "Environmental  Permits")  required  to be  obtained  under  the
applicable  statutes,  rules,  regulations,  orders or laws of any  Governmental
Entity relating to land use, public and employee health and safety, pollution or
protection of the environment (collectively, "Environmental Laws"), except where
the failure to obtain  such an  Environmental  Permit  would not have a material
adverse  effect on the Business  Condition of  Paramount.  Schedule  3.23 of the
Paramount  Disclosure  Schedule sets forth a true, complete and accurate list of
all such Environmental Permits, each of which is in full force and effect on the
date hereof and will be in full force and effect on the Closing Date.  Paramount
(i) is in full compliance in all of the material  respects with all of the terms
and  conditions  of the  Environmental  Permits and (ii) is in compliance in all
material  respects  with  all  other  limitations,   restrictions,   conditions,
standards,  prohibitions,  requirements,  obligations,  schedules and timetables
contained in the Environmental Laws or contained in any regulation,  code, plan,
order,  decree,  judgment,   notice  or  demand  letter  issued,  entered  into,
promulgated by or approved thereunder. Paramount has not received any notice nor
is Paramount aware of any past or present  condition or practice of the business
conducted by Paramount  that forms or that could be reasonably  expected to form
the  basis  of  any  material  claim,  action,  suit,  proceeding,   hearing  or
investigation  against  Paramount,  arising out of the manufacture,  processing,
distribution,  use, treatment,  storage, spill, disposal, transport or handling,
or the emission,  discharge, release or threatened release into the environment,
of any Hazardous Material by Paramount.

     3.24 Insurance . Schedule 3.24 of the Paramount  Disclosure  Schedule lists
and summarizes all insurance  policies and fidelity or surety bonds covering the
assets, Inventories,  business, equipment,  properties,  operations,  employees,
officers and  directors of  Paramount,  the amounts of coverage  under each such
policy and bond of Paramount. Within the last four years, Paramount has not been
refused any  requested  insurance or bond  coverage.  Except as disclosed on the
Paramount Disclosure  Schedule,  all premiums payable under all of such policies
and bonds have been paid and Paramount is otherwise in full  compliance with the
terms of all of such policies and bonds (or other  policies and bonds  providing
substantially similar insurance coverage).  Such policies of insurance and bonds
are of the type and in  amounts  customarily  carried by  persons  and  entities
conducting  businesses similar to that of Paramount.  Paramount does not know of
any threatened  termination of or material premium increase with respect to, any
of such insurance policies or bonds.

     3.25 Labor  Matters.  To the best  knowledge of Paramount,  Paramount is in
compliance in all material  respects with all currently  applicable  laws, rules
and regulations respecting employment,  discrimination in employment,  terms and
conditions of employment, wages and hours and occupational safety and health and
employment  practices,  and has not and  currently  is not engaged in any unfair
labor  practice.  Paramount  has not received  any notice from any  Governmental
Entity,  and there has not been asserted  before any  Governmental  Entity,  any
claim,  action  or  proceeding  to  which  Paramount  is a  party  or  involving
Paramount,  and there is neither  pending nor, to  Paramount's  best  knowledge,
threatened,  any investigation or hearing concerning Paramount arising out of or
based upon any such law, regulation or practice.

     3.26 Agents;  Customers  and  Complaints . Schedule  3.26 of the  Paramount
Disclosure  Schedule  sets forth the names and  addresses of the sales agents or
brokers of Paramount as of December 31, 2003.  As of the date hereof,  Paramount
has no unresolved  customer or agent complaints filed with a Governmental Entity
concerning its products and/or services.

     3.27 Employees and Agents Assumed; No Liability.  Paramount  represents and
warrants  that at  Closing,  Paramount  will  retain  the  sales  agents  but no
employees,  except  for  Herbert  E.  Mattison,  Phyllis  A. Hauer and Marlin R.
Sledge,  and that Security  National shall not assume or be responsible  for any
liability of any kind or nature to any employees of Paramount  existing prior to
the Closing.  Following the Closing,  Paramount  shall  continue its  operations
through  March 20, 2004 at an  estimated  aggregate  cost of  $28,000,  of which
Security National agrees to pay $11,000 of such costs and Paramount agrees to be
responsible for and pay all of the costs in excess of $11,000.




     3.28  Questionable  Payments . Neither  Paramount nor, to Paramount's  best
knowledge,  any director,  officer or other  employee of Paramount has: (i) made
any payments or provided services or other favors in the United States or in any
foreign country in order to obtain  preferential  treatment or  consideration by
any Governmental  Entity with respect to any aspect of the business of Paramount
or any of its Subsidiaries or (ii) made any political  contributions  that would
not be lawful  under the laws of the United  States and the  foreign  country in
which such  payments  were made.  Neither  Paramount  nor, to  Paramount's  best
knowledge,  any  director,  officer  or other  employee  of  Paramount  nor,  to
Paramount's  best  knowledge,  any customer or supplier of any of them, has been
the  subject  of any  inquiry or  investigation  by any  Governmental  Entity in
connection  with  payments or benefits or other  favors to or for the benefit of
any governmental or armed services official,  agent,  representative or employee
with  respect to any aspect of the  business of Paramount or with respect to any
political contribution.

                                   ARTICLE IV

                       COVENANTS OF PSMCI AND SHAREHOLDERS

     4.1 PSMCI and Shareholders to Sell Shares in Transaction. PSMCI and each of
the  Shareholders  join in this  Agreement  for the sole and limited  purpose of
irrevocably agreeing to sell PSMCI's and Shareholders' shares of common stock in
the transaction.  PSMCI and each of the Shareholders  represent and warrant that
such  agreement  set forth in this Section 4.1  constitutes  a valid and legally
binding obligation of PSMCI and the Shareholders,  enforceable against PSMCI and
the  Shareholders  in accordance with its terms and that such agreement has been
duly  authorized  and  approved  and  adopted  by or on behalf of PSMCI and each
Shareholder that is not a natural person by all requisite  corporate  equivalent
action.


          ARTICLE VREPRESENTATIONS AND WARRANTIES OF SECURITY NATIONAL

     Except as noted on the  Security  National  Disclosure  Schedule,  Security
National represents and warrants as follows:

     5.1  Organization,  Good  Standing  and  Power  .  Security  National  is a
corporation validly existing and in good standing under the laws of the state of
Utah and each has all requisite  corporate power and authority to own, lease and
operate  its  properties  and to  carry  on  its  business  as it is  now  being
conducted.  Security  National has  delivered to the  Shareholders  complete and
correct copies of its Articles of  Incorporation  and Bylaws,  as amended to the
date hereof.

     5.2 Authority .

     (a) Security  National has all requisite  corporate  power and authority to
enter  into and  execute  and  deliver  this  Agreement  and to  consummate  the
transactions  contemplated  hereby  and  thereby,  subject  to  approval  of the
transactions  by applicable  state  insurance  commissioners  and other relevant
Governmental  Entities having  jurisdiction  over its business.  This Agreement,
when executed and delivered by Security National,  will constitute the valid and
binding  obligation of Security  National,  enforceable  in accordance  with its
terms,  except as enforcement may be limited by bankruptcy,  insolvency or other
similar laws affecting the enforcement of creditors' rights generally and except
that the availability of equitable  remedies is subject to the discretion of the
court before which any proceeding therefor may be brought.

     (b) To the best knowledge of Security National,  the execution and delivery
of this Agreement and the consummation of the transactions  contemplated  hereby
and thereby,  will not conflict  with or result in any violation of any material
statute, law, rule, regulation,  judgment, order, decree or ordinance applicable
to Security  National or any of its Subsidiaries or their respective  properties
or assets, nor will it conflict with or result in any breach or default (with or
without the giving of notice or the lapse of time, or both) under,  or give rise
to a right of termination,  cancellation or acceleration of any obligation or to
the loss of any  material  benefit  under (i) any  provision  of the Articles of
Incorporation  or Bylaws of Security  National or of any of its  Subsidiaries or
(ii)  any  material  agreement,  contract,  note,  mortgage,  indenture,  lease,
instrument, permit, concession,  franchise or license to which Security National
or any of its  Subsidiaries  is a party or by which Security  National or any of
its  Subsidiaries  or their  respective  properties  or  assets  may be bound or
affected.

     5.3 Board  Authorization.  Prior to the Closing,  the Board of Directors of
Security  National  will have  authorized  the  execution  and  delivery of this
Agreement and the performance by Security  National of its obligations under the
Agreement.


                                   ARTICLE VI

                    CONDUCT AND TRANSACTIONS PRIOR TO CLOSING
                           DATE; ADDITIONAL AGREEMENT

     6.1 Conduct of Business of Paramount.

     (a) During the period form the date of this Agreement and continuing  until
the earlier of the termination of this Agreement or the Closing Date,  Paramount
shall  carry on its  business  in the  usual,  regular  and  ordinary  course in
substantially  the same manner as conducted  prior to the date of this Agreement
and,  to the  extent  consistent  with  such  businesses,  use all  commercially
reasonable efforts consistent with past practice and policies to preserve intact
its present business  organizations,  keep available the services of its present
officers  and key  employees  and  preserve its  relationships  with  customers,
suppliers,  distributors,  agents, brokers, licensors,  licensees,  Governmental
Entities,  and others  having  business  dealings with them, to the end that its
good will and  ongoing  businesses  shall be  unimpaired  at the  Closing  Date.
Paramount shall promptly notify Security National of any event or occurrence not
in the ordinary course of business of Paramount,  and any event which could have
a material and adverse effect on the Business Condition of Paramount.  Except as
expressly   contemplated  by  this  Agreement  or  disclosed  in  the  Paramount
Disclosure  Schedule,  Paramount shall not, without the prior written consent of
Security National:

          (i) Grant any options, warrants, or stock purchase rights;

          (ii) Enter into any  commitment  or  transaction  not in the  ordinary
     course of business to be performed  over a period longer than six months in
     duration,  or to purchase  fixed  assets with an aggregate  purchase  price
     exceeding  $5,000,  or (ii)  sell or commit  to sell any  products  with an
     aggregate  purchase  price  greater  than $5,000 in any single month if the
     expected profit margins are lower than those customarily obtained for sales
     of similar  products by Paramount in the past.

          (iii) Grant any severance or termination pay to any director, officer,
     employee or consultant, except mandatory payments made pursuant to standard
     written  agreements  outstanding  on the date hereof (any such agreement or
     arrangement  to be disclosed in Schedule  6.1 of the  Paramount  Disclosure
     Schedule);

          (iv)  Transfer  to  any  person  title  to  any  rights  to  Paramount
     Intellectual Property Rights except in the ordinary course of business;

          (v) Enter  into or amend any  agreements  pursuant  to which any other
     party is granted  marketing,  agency or other similar rights of any type or
     scope with respect to any products of Paramount;

          (vi) Except in the  ordinary  course of business  with prior notice of
     Security National,  violate,  amend or otherwise modify the terms of any of
     their  material  contracts  binding on Paramount set forth on the Paramount
     Disclosure Schedule;

          (vii)  Commence a lawsuit  other than for the  routine  collection  of
     bills or for a breach of this Agreement;

          (viii) Declare or pay any dividends on or make any other distributions
     (whether  in cash,  stock or  property)  in respect  of any of its  capital
     stock, or split, combine or reclassify any of its capital stock or issue or
     authorize the issuance of any other securities in respect of, lieu of or in
     substitution  for shares of its capital  stock,  or repurchase or otherwise
     acquire,  directly or  indirectly,  any shares of its capital  stock except
     from  former  employees,  directors  and  consultants  in  accordance  with
     agreements  providing for the  repurchase of shares in connection  with any
     termination of service to Paramount;

          (ix)  Issue,  deliver  or sell,  authorize  or propose  the  issuance,
     delivery or sale of, or purchase or propose the  purchase of, any shares of
     its capital stock or securities  convertible into, or subscriptions rights,
     warrants,  or options to acquire, or other agreements or commitments of any
     character  obligating  it to issue  any such  shares  or other  convertible
     securities;

          (x) Solicit  approval for and effect any  amendments to Paramount's of
     Incorporation or Bylaws (other than as contemplated by this Agreement);

          (xi) Acquire or agree to acquire by merging or consolidating  with, or
     by  purchasing  a  substantial  portion  of the  assets of, or by any other
     manner, any business or any corporation,  partnership, association or other
     business organization or division thereof, or otherwise acquire or agree to
     acquire any assets which are material, individually or in the aggregate, to
     the Business Condition of Paramount;

          (xii)  Sell,  lease,  license  or  otherwise  dispose  of  any  of its
     properties  or  assets  except  in the  ordinary  course  of  business  and
     consistent with past practice;

          (xiii) Incur any indebtedness for borrowed money or guarantee any such
     indebtedness  or issue or sell any debt  securities  or guarantee  any debt
     securities of others or loan money to others;

          (xiv) Adopt or amend any Plan, or enter into any employment  contract,
     pay any special bonus or special remuneration to any director,  employee or
     consultant,  or increase the salaries or wage rates of its employees  other
     than  pursuant to  scheduled  employee  reviews  under  Paramount's  normal
     employee review cycle, as the case may be, or in connection with the hiring
     of employees other than officers in the ordinary course of business, in all
     cases consistent with past practice;

          (xv) Revalue any of its assets, including without limitation,  writing
     down the value of  inventory  or writing off notes or  accounts  receivable
     other than in the  ordinary  course of business  and  consistent  with past
     practice;

          (xvi) Pay,  discharge  or satisfy in an amount in excess of $25,000 in
     any one  case  any  claim,  liability  or  obligation  (absolute,  accrued,
     asserted or unasserted,  contingent or otherwise),  other than the payment,
     discharge or satisfaction in the ordinary course of business of liabilities
     reflected or reserved  against  Paramount's  Financial  Statements or those
     incurred after the date of the September 30, 2003  Unaudited  Balance Sheet
     in the ordinary course of business;

          (xvii)  Make any  material  tax  election  other than in the  ordinary
     course of business and consistent  with past practice,  change any material
     tax election, adopt any material tax accounting method practice, change any
     material tax  accounting  method,  file any material tax return (other than
     any estimate  tax returns,  payroll tax returns or sale tax returns) or any
     amendment  to a material  tax  return,  enter into any  closing  agreement,
     settle  any tax  claim  or  assessment,  or  consent  to any tax  claim  or
     assessment,  without  the prior  written or  unwritten  consent of Security
     National, which consent will not be reasonably withheld; and

          (xviii) Engage in any activities or transactions  that are outside the
     ordinary course of its business consistent with past practice.

     (b) Unless and until this  Agreement  shall have been  terminated by either
party  pursuant to Article VIII,  Paramount  shall not,  directly or indirectly,
through any officer,  director,  agent or  otherwise,  (i) solicit,  initiate or
encourage  submission  or  proposals  or offers from any person  relating to any
acquisition  or  purchase of all or  substantially  all of the assets of, or any
equity interest in, Paramount or any merger, consolidation, business combination
or similar transaction with Paramount, or (ii) participate in any discussions or
negotiations regarding, furnish to any other person any confidential information
with respect to, or otherwise  cooperate with any way with, or  participate  in,
facilitate or encourage, any effort or attempt by any other person to do or seek
any of the foregoing.

     (c) Paramount  shall not take,  or fail to take,  any action which from the
date hereof through the Closing would cause or constitute a breach of any of its
representations,  warranties  and covenants set forth in this Agreement or which
would from the date hereof through the Closing cause any of such representations
or warranties to be  inaccurate.  In the event of, and promptly  after  becoming
aware of, the occurrence of or the pending or threatened occurrence of any event
which would cause or constitute  such a breach of  inaccuracy,  Paramount  shall
give detailed notice thereof to the other parties and shall use its best efforts
to prevent or promptly remedy such breach or inaccuracy.

     (d)  Paramount  shall  promptly  apply for or otherwise  seek,  and use its
commercially reasonable efforts to obtain all consents and approvals required to
be obtained by it for the consummation of this transaction,  and Paramount shall
use its best efforts to obtain all  necessary  consents,  waivers and  approvals
under any of Paramount's  material  agreements,  contracts licenses or leases in
connection  with this  transaction,  except such  consents and  approvals  which
Security  National and Paramount agree  Paramount  shall not seek to obtain,  as
contemplated by the Paramount Disclosure Schedule.

     (e)  Paramount   shall  each  use  its  best  efforts  to  effectuate   the
transactions  contemplated  hereby and to fulfill and cause to be fulfilled  the
conditions to closing under this Agreement.

     (f)  Paramount  shall  take all  reasonable  actions  necessary  to  comply
promptly  with all legal  requirements  which may be imposed on  Paramount  with
respect  to this  transaction  and will  promptly  cooperate  with  and  furnish
information  to  Security  National  in  connection  with any such  requirements
imposed upon Paramount,  Security National or any other party in connection with
this transaction.  Paramount shall take all reasonable actions to obtain (and to
cooperate with Security  National and its  subsidiaries in obtaining) a consent,
authorization,  order or  approval  of, or any  exception  by, any  Governmental
Entity, required to be obtained or made by Paramount (or by Security National or
its  subsidiaries)  in  connection  with this  transaction  or the taking of any
action  contemplated,  by this  Agreement,  and to defend all  lawsuits or other
legal  proceedings  challenging  this  Agreement  or  the  consummation  of  the
transactions  contemplated by this Agreement and to defend all lawsuits or other
legal  proceedings  challenging  this  Agreement  or  the  consummation  of  the
transactions   contemplated  hereby,  to  lift  or  rescind  any  injunction  or
restraining order or other order adversely  affecting the ability or the parties
to consummate the transactions  contemplated hereby, and to effect all necessary
registrations  and  filings  and  submissions  or  information  required  by any
Governmental Entity, and to fulfill all conditions to this Agreement.

     (g)  Paramount  shall  take all  reasonable  actions  necessary  to  comply
promptly with all legal  requirements which may be imposed on it with respect to
this  transaction  and will promptly  cooperate with and furnish  information to
Paramount  in  connection  with  this  transaction.  Paramount  shall  take  all
reasonable  actions to obtain (and to cooperate with Paramount in obtaining) and
consent, authorization,  order or approval of, or exemption by, and Governmental
Entity required to be obtained or made by Paramount action  contemplated by this
Agreement,  and to defend all  lawsuits or other legal  proceedings  challenging
this Agreement or the  consummation of the transactions  contemplated  hereby to
lift or rescind any  injunction or  restraining  order or other order  adversely
affecting the ability of the parties to consummate the transaction  contemplated
hereby, and to effect all necessary registrations and filings and submissions of
information  required by any Governmental  Entity, and to fulfill all conditions
to this Agreement.  (h) Paramount  shall give Security  National and its agents,
full and complete access to all books, records,  personnel,  properties,  assets
and  facilities  of  Paramount  for  Security  National's   inspection  and  due
diligence,  in its discretion and Security National may make copies of documents
and information subject to Section 10.19 below.

                                   ARTICLE VII

                              CONDITIONS PRECEDENT

     7.1 Conditions to Each Party's  Obligation to Effect This Transaction.  The
respective  obligation of each party to effect this transaction shall be subject
to the satisfaction prior to the Closing of the following conditions:

     (a) Legal Action. No temporary restraining order, preliminary injunction or
permanent  injunction  or  other  order  preventing  the  consummation  of  this
transaction  shall  have been  issued by any  Governmental  Entity and remain in
effect,  and no litigation seeking the issuance of such and order or injunction,
or seeking relief against Paramount, or Security National if this transaction is
consummated,  shall be pending which,  in the good faith judgment of Paramount's
or Security  National's  Board of Directors  (acting upon the written opinion of
their respective  outside counsel) has a reasonable  probability of resulting in
such order,  injunction or relief and such relief would have a material  adverse
effect on the Business  Condition of such party.  In the event any such order or
injunction  shall  have been  issued,  each  party  agrees  to use  commercially
reasonable efforts to have an such injunction lifted.

     (b)  Statutes.  No action  shall have been  taken,  and no  statute,  rule,
regulation  or order shall have been  enacted,  promulgated  or issued or deemed
applicable to this transaction by any  Governmental  Entity which would (i) make
the consummation of this transaction illegal,  (ii) prohibit Security National's
or  Paramount's  ownership  or  operation  of all or a  material  portion of the
business or assets of Paramount, or Security National and its subsidiaries taken
as a whole,  or compel  Security  National  or  Paramount  to dispose of or hold
separate all or a material  portion of the business or assets of  Paramount,  or
Security  National and its  subsidiaries  taken as a whole,  as a result of this
transaction or (iii) render Security  National or Paramount unable to consummate
this transaction, except for any waiting period provisions.

     7.2  Conditions to  Obligations of Security  National.  The  obligations of
Security  National to effect this transaction are subject to the satisfaction of
the following conditions, unless waived by Security National:

     (a) Representations  and Warranties.  The representations and warranties of
Paramount  set  forth  in  this  Agreement  (determined  without  regard  to any
materiality qualifiers,  including without limitation "material adverse effect")
shall be true and correct in all respects as of the date of this  Agreement  and
as of the Closing Date, unless any failures to be true and correct, individually
or in the aggregate,  do not have and could not reasonably be expected to have a
material adverse effect on the Business Condition of Paramount;  and there shall
have  been no  wilful  breach  by  Paramount  of any of its  representations  or
warranties  made in this  Agreement.  Security  National  shall have  received a
certificate  signed  by the Chief  Executive  Officer  and the  Chief  Financial
Officer of Paramount to such effect on the Closing Date.

     (b) No Material  Adverse Change.  There shall have been no material adverse
change in the Business  Condition of Paramount  from the date of this  Agreement
through the Closing Date and Security National shall have received a certificate
signed  by the  Chief  Executive  Officer  and the Chief  Financial  Officer  of
Paramount to such effect on the Closing Date.

     (c) Performance of Obligations of Paramount and Shareholders. Paramount and
the Shareholders  shall have performed all obligations and covenants required to
be performed by it under this Agreement  prior to the Closing Date, and Security
National shall have received a certificate signed by the Chief Executive Officer
and the Chief Financial Officer of Paramount to such effect on the Closing Date.

     (d) Regulatory Approvals. All authorizations, consents, orders or approvals
of, or declarations of, or declarations or filing with, or expiration of waiting
periods imposed by, any Governmental Entity (including,  without limitation, the
states of Utah and Louisiana) necessary for the consummation of the transactions
contemplated by this Agreement shall have been obtained.

     (e) Consents. Security National shall have received duly executed copies of
all material third-party  non-regulatory  consents and approvals contemplated by
this  Agreement  or the  Paramount  Disclosure  Schedule  in form and  substance
reasonably  satisfactory to Security National,  including a written consent from
PSMCI confirming its agreement to pay for the continued  operations of Paramount
through  March 20, 2004 at an  estimated  aggregate  cost of  $28,000,  of which
Security  National will be responsible  for the payment of $11,000 of such costs
and Paramount agrees to be responsible for and pay all of the costs in excess of
$11,000.  Security  National  shall be entitled to receive any earnings from the
operations of Paramount beginning as of January 1, 2004.

     (f)  Resignation  of  Directors.  The  directors  of  Paramount  in  office
immediately  prior to the Closing  Date shall have  resigned as directors of the
Surviving Corporation effective as of the Closing Date.

     (g) Legal  Opinion.  Security  National  shall have  received an opinion of
Paramount's  legal  counsel,  in  form  and  substance  acceptable  to  Security
National, to the effect that:

          (i) this Agreement has been duly authorized, executed and delivered by
     Paramount and  constitutes  the valid and binding  obligations of Paramount
     and the  Shareholders  and all  corporate  action  required by Paramount in
     order to effect the transactions contemplated hereby has been taken;

          (ii) Paramount is a corporation duly incorporated and validly existing
     in good  standing  under  the laws of the  State of  Louisiana  and is duly
     authorized to conduct its business as presently conducted;

          (iii)  Paramount  is  a  corporation  duly  incorporated  and  validly
     existing in good  standing  under the laws of the State of Louisiana and is
     duly licensed to conduct the insurance  business that it presently conducts
     under the Louisiana insurance law;

          (iv) the authorized capital structure of Paramount consists of 492,595
     shares of Common Stock and there are 486,445 shares of Common Shares issued
     and outstanding, all of which are owned by the Shareholders. All issued and
     outstanding  shares of Common  Stock  have  been duly  authorized,  validly
     issued  and are  fully-paid  and  nonassessable  and  were  not  issued  in
     violation of the pre-emptive rights of any Shareholder;








          (v) upon  delivery  to  Security  National  of the stock  certificates
     evidencing  all of the issued and  outstanding  shares of Common Stock said
     Common Stock will be free and clear of all liens,  claims,  encumbrances or
     other adverse interests; and

          (vi)  neither  the   execution  and  delivery  by  Paramount  of  this
     Agreement,  nor the  compliance by Paramount  with the terms and provisions
     hereof,  will  conflict with or result in a breach of (A) any of the terms,
     conditions or provisions  of the Articles of  Incorporation,  the Bylaws or
     any other governing  instrument with respect to Paramount,  or (B) with any
     judgment,  order,  injunction,  decree, law, statute,  regulation or ruling
     with or of any court or Governmental  Entity known to such counsel to which
     Paramount is subject, or will constitute a default thereunder. In rendering
     such opinion,  such counsel may rely, to the extent such counsel deems such
     reliance necessary or appropriate, upon certificates of public officials or
     of any  officer  or  officers  of  Paramount,  provided  the extent of such
     reliance is specified in such opinion and executed  copies of such opinions
     and certificates are furnished to Security National.

     7.3 Conditions to Obligations of Paramount and Shareholders. The obligation
of Paramount and the  Shareholders to effect this  transaction is subject to the
satisfaction  of the  following  conditions  unless  waived by Paramount and the
Shareholders.

     (a) Representations  and Warranties.  The representations and warranties of
Security  National set forth in this Agreement  shall be true and correct in all
material  respects  (except for such  representations  and warranties  which are
qualified by their terms by a reference to  materiality,  which  representations
and warranties as so qualified  shall be true in all aspects) (i) as of the date
of this  Agreement,  and (ii) as of the Closing Date as though made on and as of
each  such  date,  except  as  otherwise  contemplated  by this  Agreement,  and
Paramount  shall  have  received  a  certificate  signed by the Chief  Executive
Officer and the Chief Financial Officer of Security National to such effect.

     (b)  Performance  of Obligations of Security  National.  Security  National
shall have performed all obligations  and covenants  required to be performed by
them under this Agreement  prior to the Closing Date,  and Paramount  shall have
received  a  certificate  signed by the Chief  Executive  Officer  and the Chief
Financial Officer of Security National to such effect.

     (c) Legal Opinion.  Paramount and the  Shareholders  shall have received an
opinion of Security National's legal counsel, in form and substance satisfactory
to the Paramount, to the effect that:

          (i)  Security  National  is  a  corporation  duly  organized,  validly
     existing and in good standing  under the laws of the State of Utah with all
     requisite corporate power and corporate  authority to execute,  deliver and
     preform this Agreement;

          (ii) the  execution,  delivery and  performance  of this  Agreement by
     Security  National will not conflict  with any of the terms,  provisions or
     conditions  of the  Articles  of  Incorporation  or the Bylaws of  Security
     National;

          (iii) the  execution,  delivery and  performance of this Agreement has
     been  duly  authorized  by all  necessary  corporate  action on the part of
     Security   National  and  is  enforceable   against  Security  National  in
     accordance  with  its  terms,  except  as  enforcement  may be  limited  by
     bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  laws or
     equitable principles relating to or limiting creditor's rights generally.

     In rendering such opinion such counsel may rely, to the extent such counsel
deems such  reliance  necessary  or  appropriate,  upon  certificates  of public
officials  or of any  officer or officers of  Security  National,  provided  the
extent of such reliance is specified in such opinion and executed copies of such
certificates are furnished to Paramount.

     (f)  Payment of Purchase  Consideration.  Security  National  shall pay the
Purchase Consideration as required in Section 1.2 of this Agreement.


                                  ARTICLE VIII

                                   TERMINATION

     8.1 Termination.

     (a) This Agreement may be terminated at any time prior to the Closing Date:

          (i) by mutual written agreement of Security National, Paramount, PSMCI
     and the Shareholders;

          (ii) by Security  National,  if there has been a breach by  Paramount,
     PSMCI or the  Shareholders  of any  representation,  warranty,  covenant or
     agreement set forth in this  Agreement on the part of  Paramount,  PSMCI or
     the  Shareholders  which is  material  and  which  Paramount,  PSMCI or the
     Shareholders  fails to cure  within  five (5)  business  days after  notice
     thereof is given by Security  National (except that no cure period shall be
     provided for a breach by Paramount,  PSMCI or the Shareholders which by its
     nature cannot be cured);








          (iii) by  Paramount,  PSMCI or the  Shareholders,  if there has been a
     breach by Security National of any  representation,  warranty,  covenant or
     agreement  set forth in this  Agreement  on the part of  Security  National
     which is material and which Security National fails to cure within five (5)
     business  days after notice  thereof is given by Paramount  (except that no
     cure period  shall be provided for a breach by Security  National  which by
     its nature cannot be cured);

          (iv)  by  Security  National,  PSMCI  or  the  Shareholders,  if  this
     transaction shall not have been consummated on or before February 15, 2004;
     provided,  however,  that if the sole reason this  transaction has not been
     completed  by such date  results  from  delays in the  regulatory  approval
     process,  this  Agreement may not be terminated  but rather shall remain in
     full force and effect for an additional sixty (60) days beyond February 15,
     2004.

          (v) by Security  National,  PSMCI or the Shareholders if any permanent
     injunction  or  other  order  of  a  court  or  other  competent  authority
     preventing this transaction shall have become final and nonappealable.

     (b) Where  action is taken to  terminate  this  Agreement  pursuant to this
Section 8.1 it shall be sufficient for such action to be authorized by the Board
of Directors of the party taking such action.

     (c) In the event of  termination  of this  Agreement  as  provided  in this
Section,  the provisions of this Agreement shall forthwith  become void,  except
that the agreements contained or referred to in Sections 10.16 (expenses), 10.17
(brokers,  finders),  10.18 (public  announcements) and 10.19  (confidentiality)
shall survive.  Notwithstanding the foregoing,  in the event of a breach of this
Agreement by any party hereto, nothing herein shall limit the remedies at law or
in equity of the other party with respect thereto.

                                   ARTICLE IX
                                INDEMNIFICATION

     9.1 Obligation of PSMCI to Indemnify.  Subject to the time  limitations set
forth in Section 10.1 below, PSMCI agrees to indemnify, defend and hold harmless
Security National and its respective  directors,  officers,  employees,  agents,
subsidiaries,  affiliates,  successors and assigns, from and against all losses,
liabilities,  claims,  damages,  deficiencies,  costs  and  expenses,  including
without  limitation  interest,  penalties and attorneys' fees and  disbursements
(collectively,  the "Losses" and singularly,  a "Loss"), based upon, arising out
of  or  otherwise   related  to  any   inaccuracy   in  or  any  breach  of  any
representation,  warranty, covenant or agreement of Paramount or PSMCI contained
in this Agreement or in any document or other papers delivered  pursuant to this
Agreement,  including the Paramount Financial Statements,  and in respect of any
third  party  claim made based upon facts  alleged  which,  if true,  would have
constituted  any such  inaccuracy  or breach.  For  purposes of this  Agreement,
Security  National  shall be deemed to have suffered a Loss if and to the extent
that such Loss has been suffered by Paramount.  Notwithstanding  the  foregoing,
the time limitations set forth in Section 10.1 below do not apply to the PSMCI's
tax obligations set forth in Section 3.17 hereof.




     9.2 Notice and  Opportunity  to Defend.

     (a) Notice of  Asserted  Liability.  Promptly  after  receipt by any person
entitled to indemnity under this Agreement (the  "Indemnitee")  of notice of any
demand,  claim or  circumstances  which,  with the lapse of time, would or might
give  rise to a claim or the  commencement  or  threatened  commencement  of any
action, proceeding or investigation (an "Asserted Liability") that may result in
a Loss,  the  Indemnitee  may, at its option,  give notice  thereof (the "Claims
Notice") to PSMCI (the "Indemnifying  Party").  The Claims Notice shall describe
the  Asserted  Liability in  reasonable  detail,  and shall  indicate the amount
(estimate, if necessary and to the extent feasible) of the Loss that has been or
may be suffered by the Indemnitee.

     (b) Opportunity To Defend.  The Indemnifying  Party may elect to compromise
or defend, at its own expense and by its own counsel, any Asserted Liability. If
the Indemnifying  Party elects to compromise or defend such Asserted  Liability,
it shall within thirty (30) days after the Claims Notice is given or sooner,  if
the nature of the Asserted  Liability so requires,  notify the Indemnitee of its
intent to do so,  and the  Indemnitee  shall  cooperate,  at the  expense of the
Indemnifying  Party,  in the  compromise of, or defense  against,  such Asserted
Liability.  If the  Indemnifying  Party elects not to  compromise  or defend the
Asserted  Liability,  fails to notify the  Indemnitee  of its election as herein
provided or contests its  obligation  to  indemnify  under this  Agreement,  the
Indemnitee   may  pay,   compromise   or   defend   such   Asserted   Liability.
Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee
may settle or compromise  any claim over the  objection of the other,  provided,
however,  that consent to  settlement or  compromise  shall not be  unreasonably
withheld.   In  any  event,  the  Indemnitee  and  the  Indemnifying  Party  may
participate, at their own expense, in the defense of such Asserted Liability. If
the  Indemnifying  Party chooses to defend any claim,  the Indemnitee shall make
available to the Indemnifying Party any books, records or other documents within
its control that are necessary or appropriate for such defense.




     (c) Disputes  with Third  Parties.  Anything in this Section  9.2(c) to the
contrary notwithstanding, in the case of any Asserted Liability by any supplier,
distributor,  agent, broker,  shareholder,  franchisee,  customer or other third
party doing  business with  Paramount  prior to the Closing in  connection  with
which  Security  National  may make a claim  against  PSMCI for  indemnification
pursuant to this Section 9.2(c),  Security  National may, at its option,  give a
Claims  Notice with  respect  thereto  but,  unless  Security  National  and the
Indemnifying  Party otherwise agree,  Security National shall have the exclusive
right at its option to defend any such  matter,  subject to the duty of Security
National to consult with the Indemnifying  Party and its attorneys in connection
with such  defense and  provided  that no such matter  shall be  compromised  or
settled by  Security  National  without  the prior  consent of the  Indemnifying
Party, which consent shall not be unreasonably  withheld. The Indemnifying Party
shall have the right to recommend in good faith Security  National  proposals to
compromise  or settle  claims  brought by a supplier,  agent,  or customer,  and
Security National agrees to present such proposed  compromises or settlements to
such supplier,  distributor,  shareholder,  franchisee or customer.  All amounts
required to be paid in connection with any such Asserted  Liability  pursuant to
the  determination of any court,  governmental or regulatory body or arbitrator,
and all amounts  required to be paid in connection  with any such  compromise or
settlement  consented to by the Indemnifying  Party,  shall be borne and paid by
the Indemnifying Party. The parties agree to cooperate fully with one another in
the defense,  compromise or settlement of any Asserted  Liability.  In the event
any compromise,  settlement or judgment amount includes  amounts  resulting from
frivolous or groundless claims or defenses made by Indemnitee,  the Indemnifying
Party  shall not bear the  portion  of the  amount to be paid  relating  to such
frivolous or groundless  claims.

                                   ARTICLE X
                               GENERAL PROVISIONS

     10.1 Survival of  Representations,  Warranties,  Covenants and Agreements .
Except as  provided  below with  regard to Section  3.17,  all  representations,
warranties,  covenants and  agreements  in this  Agreement or in any document or
instrument delivered pursuant to this Agreement shall be deemed to be conditions
to this transaction and shall survive the consummation of this transaction for a
period of twenty-four  (24) months after the Closing Date.  Notwithstanding  the
foregoing,   except  as  provided   below  with  regard  to  Section  3.17,  all
representations,  warranties, covenants and agreements shall survive the Closing
Date  for   forty-eight   (48)  months   following  the  Closing  Date  if  such
representations,  warranties, covenants and agreements are breached due to fraud
or gross  negligence.  Notwithstanding  the foregoing,  the tax  obligations set
forth in Section 3.17 above shall survive the  consummation of this  transaction
and the Closing Date for an indefinite period of time.

     10.2 Amendment . This Agreement may be amended by the parties hereto at any
time before or after approval of this transaction by the Shareholders; provided,
however,  that following  approval of this transaction by the  Shareholders,  no
amendment  hereto shall be made that by law requires the further approval of the
Shareholders without obtaining such further approval.  This Agreement may not be
amended  except  by an  instrument  in  writing  signed on behalf of both of the
parties hereto.

     10.3 Extension;  Waiver . At any time prior to the Closing Date,  Paramount
and Security National,  by action taken by their respective Boards of Directors,
may, to the extent legally  allowed,  (i) extend the time for the performance of
any of the obligations or other acts of the other,  (ii) waive any  inaccuracies
in the  representations  and  warranties  made to it contained  herein or in any
document or instrument delivered pursuant hereto and (iii) waive compliance with
any of the agreements or conditions for the benefit of it contained herein.  Any
agreement  on the part of either  party  hereto to any such  extension or waiver
shall be valid  only if set forth in an  instrument  in  writing  signed by such
party.

     10.4 Notices . All notices and other  communications  hereunder shall be in
writing  and  shall be  deemed  given  if  delivered  personally  or  mailed  by
registered or certified mail (return receipt requested) or if sent by facsimile,
confirmation received, to the respective party at the following addresses and/or
facsimile  numbers,  with the original  thereof  being mailed by  registered  or
certified mail,  return receipt requested (or at such other address or facsimile
number for the parties hereto as shall be specified by like notice):

                  (a)  If to Security National, to:

                           Security National Financial Corporation
                           5300 South 360 West, Suite 250
                           Salt Lake City, Utah  84123
                           Attn:  Scott M. Quist, President, General Counsel
                              and Chief Operating Officer
                           Facsimile No.:  (801) 265-9882
                           Telephone No.: (801) 264-1060

                           With a copy to:

                           Mackey Price &Thompson
                           350 American Plaza II
                           57 West 200 South
                           Salt Lake City, Utah 84101-3663
                           Attn:  Randall A. Mackey, Esq.
                           Facsimile No.:  (801) 575-5006
                           Telephone No.: (801) 575-5000

                  (b)  If to Paramount, to:

                           Paramount Security Life Insurance Company
                           1524 Irving Place
                           Shreveport, Louisiana 71101
                           Attn: Eleanor S. Burgin, President
                           Facsimile No.: (318) 222-9493
                           Telephone No.: (318) 222-9489

                           With a copy to:

                           Robert M. Davis, III, Esq.
                           401 6th Street
                           Shreveport, LA 71101
                           Telephone No.: (318) 222-8745
                           Facsimile No.: (318) 221-6906

                  (c) If to Shareholders, to:

                           Physicians and Surgeons Medical Center, Inc.
                           1325 Eastmoreland Avenue, Suite 460
                           Memphis, Tennessee 38104-3563
                           Attn: Dr. James J. Stamper, M.D.
                           Telephone No.: (901) 276-4128
                           Facsimile No.: (901) 276-4125
                           With a copy to:

                           Robert M. Davis, III, Esq.
                           401 6th Street
                           Shreveport, LA 71101
                           Telephone No.: (318) 222-8745
                           Facsimile No.: (318) 221-6906

     10.5  Interpretation  . When a  reference  is made  in  this  Agreement  to
Sections  or  Exhibits,  such  references  shall be deemed to be to a Section or
Exhibit to this Agreement,  unless  otherwise  indicated.  The words  "include",
"includes" and  "including"  when used herein shall be deemed in each case to be
followed by the words "without  limitation".  The Table of Contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

     10.6  Counterparts  .  This  Agreement  may be  executed  in  one  or  more
counterparts, all of which, when taken together, shall be considered one and the
same  agreement,  and this  Agreement  shall become  effective  when one or more
counterparts have been signed by each of the parties hereto and delivered to the
other parties hereto.

     10.7 Entire  Agreement . This  Agreement and the documents and  instruments
attached hereto as Exhibits and all other agreements  between the parties hereto
delivered pursuant to this Agreement constitute the entire agreement between the
parties hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, between the parties hereto
with respect to the subject  matter  hereof  (including  specifically  the Stock
Purchase  Agreement  dated as of  January  26,  2004  among  Security  National,
Paramount  and the  Shareholders)  and are not intended to confer upon any other
person or entity any rights or remedies hereunder except as otherwise  expressly
provided herein.

     10.8 No Transfer . This Agreement and the rights and  obligations set forth
herein may not be  transferred  or assigned  by  operation  of law or  otherwise
without the consent of both parties  hereto.  This Agreement is binding upon and
will inure to the benefit of each party hereto and their  respective  successors
and permitted assigns.

     10.9 Severability . If any provision of this Agreement,  or the application
thereof,  is for any reason whatsoever and to any extent deemed to be invalid or
unenforceable,  the remainder of this Agreement and the  application  thereof to
other persons, entities or circumstances will be interpreted so as reasonably to
effect the intent of the parties  hereto.  The parties  hereto  further agree to
replace any such void or unenforceable  provision of this Agreement with a valid
and  enforceable  provision  that will  achieve,  to the  extent  possible,  the
economic,  business and other  purposes of the void or  unenforceable  provision
hereof.

     10.10 Other  Remedies . Except as otherwise  provided  herein,  any and all
remedies  herein  expressly  conferred  upon  a  party  hereto  will  be  deemed
cumulative  with, and not exclusive of, any other remedy  conferred hereby or by
law or  equity  on such  party;  and the  exercise  of any one  remedy  will not
preclude  the  exercise of any other  remedy  otherwise  available  at law or in
equity.

     10.11 Further Assurances . The parties hereto agree to cooperate fully with
other  parties  hereto and to execute such further  instruments,  documents  and
agreements  and to give such further  written  assurances  as may be  reasonably
requested  by the  other  party  hereto in order to  evidence  and  reflect  the
transactions  described herein and contemplated  hereby and to carry into effect
the intents and purposes of this Agreement.

     10.12 No Third Party Beneficiary Rights . No provision of this Agreement is
intended, nor will any provision hereof be interpreted, to provide or create any
third party beneficiary rights or any other rights of any kind whatsoever in any
client,  customer,  supplier  affiliate,  stockholder,   employee,  distributor,
partner of either  party  hereto or any other  person or entity,  and all of the
provisions  hereof  shall be deemed to be  personal  in nature and  between  the
parties to this Agreement.

     10.13 Mutual  Drafting . This  Agreement  is the joint  product of Security
National and Paramount, and each provision hereof has been subject to the mutual
consultation,  negotiation and agreement of Security National and Paramount, and
shall not be construed for or against either party hereto.

     10.14  Governing  Law . This  Agreement  shall be governed in all respects,
including  validity,  interpretation  and  effect,  by the laws of the  State of
Louisiana, without giving effect to its choice of law principles.

     10.15 Jurisdiction and Venue. The federal and state courts within the State
of Utah shall have  exclusive  jurisdiction  to adjudicate  any dispute  arising
under or out of this Agreement.  The parties hereto expressly consent to (i) the
personal  jurisdiction  of the federal and state courts within the State of Utah
and (ii) service of process being  effected upon them by registered or certified
mail.  Venue shall be deemed to be with the state and federal  courts sitting in
Salt Lake County, State of Utah.

     10.16  Expenses . All costs and expenses  incurred in connection  with this
Agreement and the transactions  contemplated hereby and thereby shall be paid by
the party  incurring  such  costs and  expenses.  Those  costs and  expenses  of
Paramount  will  be  paid   immediately   following  this   transaction  by  the
Shareholders.

     10.17  Brokers or Finders .  Security  National,  Paramount,  PSMCI and the
Shareholders  each represent,  as to itself and, to the extent  applicable,  its
subsidiaries,  that except for Jack R. Brown,  Caldwell & Caldwell LLP and James
Peters  (who  are  Security  National's  agent/broker  and  Security  National's
responsibility to compensate), no agent, broker, investment banker or other firm
or person is, or will be,  entitled to any broker's or finder's fee or any other
commission  or  similar  fee  in  connection   with  any  of  the   transactions
contemplated by this Agreement.

     10.18 Public Announcements . Each party hereto will consult in advance with
the other concerning the timing and content of any announcements, press releases
and public  statements  concerning  this  transaction and will not make any such
announcement,  press  release or public  statement  without  the  other's  prior
consent; provided, however, that Security National may make any public statement
or  announcement   concerning  this  transaction   without  Paramount's  or  the
Shareholders' prior consent if, in the opinion of counsel for Security National,
such public  statement or  announcement  is required or advisable to comply with
applicable law.

     10.19 Confidentiality . No party hereto shall release,  publish,  reveal or
disclose,  directly or indirectly,  any business or technical information of the
other party hereto or any of its  Subsidiaries  considered by the other party as
"confidential",   "secret"  or  "proprietary"  (or  words  of  similar  meaning)
including,  but not limited to, systems,  processes,  formulas,  recipes,  data,
functional   specifications,   computer   programs,   blue   prints,   know-how,
improvements,  discoveries,  developments,  designs, inventions, techniques, new
products, marketing and advertising methods,  distribution methods and programs,
supplier agreements,  customer or distributor lists, pricing policies, financial
information,  projections,  forecasts,  strategies, budgets or other information
related  to  its   business  or  its   distributors,   suppliers   or  customers
(collectively,  "Confidential  Material"),  except  to  the  party's  directors,
officers,  employees,  financial  advisors,  legal counsel,  independent  public
accountants  or other  agents,  advisors or  representatives  who shall  require
access  thereto on a  "need-to-know"  basis for the purpose of the  transactions
contemplated by this Agreement and who shall agree in writing to be bound by the
terms of this Section  10.19.  The parties  hereto agree to take all  reasonable
precautions to safeguard the  confidentiality of the other party's  Confidential
Material  and to  exercise  the same  degree of care with  respect to such other
party's Confidential  Material that the party in possession of such Confidential
Material  exercises with respect to its own  confidential  information.  Neither
party  hereto  shall  make or permit to be made,  except in  furtherance  of the
transactions  contemplated by this Agreement, any copies, abstracts or summaries
of the other  party's  Confidential  Material.  In  addition,  all  Confidential
Material  belonging  to the other  party  hereto  shall be used  solely  for the
purpose of the investigation and evaluation  contemplated by this Section 10.19,
and shall not be used for any other purpose,  including any use that would be to
the  detriment  of the other party  hereto or its  Subsidiaries,  nor shall such
Confidential  Material be used in competition with the other party hereto or its
Subsidiaries.  The  restrictions on disclosure of information  contained in this
Section 10.19 do not extend to any information  that (a) is already known to the
receiving party;  (b) was or is independently  developed by the receiving party;
(c) is  now or  hereafter  becomes  available  to the  public  other  than  as a
consequence  of a breach  of  obligations  under  this  Section  10.19 or (d) is
disclosed to third parties hereto  outside of the receiving  party in accordance
with terms approved by the disclosing party.  Upon written request,  the parties
hereto  shall  return  all  writings,   documents   and   materials   containing
Confidential  Material with a letter  confirming that all copies,  abstracts and
summaries of the Confidential  Material have been returned or destroyed.  In the
event that either party hereto  becomes  legally  required to disclose the other
party's  Confidential  Material,  it shall  provide such other party with prompt
written notice of such requirement prior to such disclosure. In the event that a
protective  order or other  remedy is not  obtained,  or such other party waives
compliance  with the  provisions  of this  Section  10.19  with  respect  to the
Confidential Material subject to such requirement,  such party agrees to furnish
only that portion of the  Confidential  Material that it is legally  required to
furnish  and,  where  appropriate,  agrees  to use its best  efforts  to  obtain
assurances  that  such  Confidential  Material  will  be  accorded  confidential
treatment.

     10.20  Attorney's  Fees.  In the event any legal action or  arbitration  or
other  proceeding  is  brought  for  the  enforcement  of this  Agreement  or in
connection  with any other  provisions of this  Agreement,  the  successful  and
prevailing party or parties shall be entitled to reasonable  attorney's fees and
other costs incurred in such action or proceeding.




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     IN WITNESS WHEREOF, Security National,  Paramount and the Shareholders have
each caused this  Agreement to be signed  effective as of the date first written
above.

                                        SECURITY NATIONAL LIFE
                                        INSURANCE COMPANY



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


                                        PARAMOUNT SECURITY LIFE
                                        INSURANCE COMPANY



                                         By: /s/ James J. Stamper
                                             --------------------
                                             Its: Vice President


                                        PHYSICIANS AND SURGEONS
                                        MEDICAL CENTER, INC.



                                         By: /s/ James J. Stamper
                                             --------------------
                                             Its: Vice President






                                  EXHIBIT INDEX



         Exhibit 1                  Paramount Securities Schedule

         Exhibit 2                  Paramount Disclosure Schedule

         Exhibit 3                  Security National Disclosure Schedule