5.	NOTES PAYABLE

At September 30, 2012 and December 31, 2011, the Company had the following outstanding debt:

				Outstanding Principal Balance
Instrument	Issue Date	Maturity Date		September 30, 2012		December 31, 2011
Promissory Note:
UTG	12/8/2006	12/7/2012	$	2,766,971	$	3,291,411
HPG Acquisitions	2/7/2007	11/7/2017		218,468		240,234

Instrument	Issue Date	Maturity Date		Revolving Credit Limit		December 31, 2011	Borrowings	Repayments		September 30, 2012
Lines of Credit:
UTG	7/14/2011	12/7/2012	$	5,000,000	$	1,000,000	1,411,000	2,281,000	$	130,000
UTG Avalon	12/28/2011	1/3/2013		5,000,000		5,000,000	0	0		5,000,000
UG	12/28/2010	12/7/2012		15,000,000		0	0	0		0

The UTG promissory note is secured by the pledge of 100% of the common stock of UG. The promissory note carries a variable rate of interest based on the 3 month LIBOR rate plus 180 basis points. Interest is payable quarterly and principal is payable annually beginning at the end of the second year.

The HPG Acquisitions promissory note is secured by real estate owned by HPG. The promissory note bears interest at a fixed rate of 5%.

The UTG line of credit carries a variable rate of interest based on the 90 day LIBOR rate plus 2.75 percentage points, but at no time will the rate be less than 3.25%. The collateral held on the above promissory note also secures this line of credit.

The UTG Avalon line of credit carries interest at a rate of 4.0% and is payable in two semi-annual payments.

UG is a member of the Federal Home Loan Bank ("FHLB"). This membership allows the Company access to additional credit up to a maximum of 50% of the total assets of UG. To be a member of the FHLB, the Company was required to purchase shares of common stock of FHLB. Borrowing capacity is based on 50 times each dollar of stock acquired in FHLB above the "base membership" amount.

During the third quarter of 2012, the Company signed a letter of intent to enter into a new line of credit agreement. Final acceptance of the credit facility is expected to occur during the fourth quarter 2012. The new line of credit is expected to replace the existing UTG line of credit.

The consolidated scheduled principal reductions on the notes payable for the next five years are as follows:

Year		Amount

2012	$	2,919,837
2013		5,031,586
2014		34,154
2015		36,935
2016		39,941