REVOCABLE TRUST

______________, referred to herein as SETTLOR, and _____________,

referred to herein as TRUSTEE, (the singular term "TRUSTEE" shall

refer to multiple TRUSTEES if multiple TRUSTEES are appointed) in

consideration of the covenants and undertakings herein agree:

ARTICLE I

CONVEYANCE OF PROPERTY TO THE TRUSTEE

SETTLOR herewith assigns and conveys to the TRUSTEE, the property

described in Exhibit "1" hereto. All of said property, together

with any income, accessions and additions herein, shall be held

by the TRUSTEE in trust for the purposes set forth in this

revocable living trust.

ARTICLE II

REVOCATION

SETTLOR hereby reserves the right to revoke this trust at any

time, by written instrument. Revocation shall be effective upon

mailing or delivery to the TRUSTEE of a notice of revocation.

TRUSTEE may resign upon ____ days prior written notice to the

SETTLOR. For purposes of this agreement, notices shall be

delivered as follows:

TO SETTLOR

____________________________

____________________________

____________________________

TO TRUSTEE

___________________________

___________________________

___________________________

ARTICLE III

SUCCESSORS TO THE TRUSTEE

ADDITIONAL TRUSTEES

The SETTLOR during his lifetime may from time to time add

additional TRUSTEES by notice to the then existing TRUSTEES. In

the event there are multiple TRUSTEES, the majority shall in any

matter in which the TRUSTEES disagree control. In the event that

the TRUSTEES are evenly divided in the actions to be taken, the

TRUSTEE with the longest tenure of service shall cast an

additional vote to determine the matter.

In the event that any TRUSTEE resigns or is unwilling or

incapable of acting, during the SETTLOR's lifetime, the SETTLOR

shall name additional or replacement TRUSTEES. After the SETTLORS

death, _____________ shall name the replacements for any TRUSTEES

who resign or are unwilling or incapable of acting. If ________

_______ is unwilling or incapable of acting, _____________ shall

name the same. In the event that _____________ shall be unwilling

or incapable of acting, the Court having jurisdiction over

estates and trusts, located in ________ County, State of _________

shall name the successor TRUSTEES.

ARTICLE IV

WITHDRAWALS BY SETTLOR

The SETTLOR may from time to time withdraw any portion of the

corpus of the trust (whether capital or interest) by written

notice to the TRUSTEE. The TRUSTEE shall be acquitted of all

further responsibility for any assets so delivered upon receipt

by the SETTLOR.

ARTICLE V

POWERS OF THE TRUSTEE

The TRUSTEE shall have the power to do all acts, institute all

proceedings and exercise all rights, powers and privileges that

an absolute owner of the trust property would have, subject

always to the discharge of trustee's fiduciary responsibilities.

I further direct that the TRUSTEE shall act without bond.

Further, this TRUST shall be administered without the necessity

for an administration thereof to be through the court system.

No entity dealing with the TRUSTEE shall be required to

investigate or to confirm the TRUSTEE's authority to enter into

any transaction or to administer the application of the proceeds

of any transaction.

ARTICLE VI

COMPENSATION OF TRUSTEE

If the TRUSTEE is an individual, then the TRUSTEE shall serve

without compensation, but with reimbursement for reasonable and

ordinary expenses. Nevertheless, the TRUSTEE if an attorney shall

be entitled to compensation for legal services rendered to the

trust, or if an accountant, for accounting services rendered to

the trust.

If the TRUSTEE is a corporation or banking entity, it shall be

entitled to customary, reasonable and ordinary charges and

expenses incurred in rendering services to the estate.

ARTICLE VI

DISPOSITION OF TRUST PROCEEDS

After paying the necessary expenses incurred in the management

and investment of the trust estate, including compensation as

provided for herein, the TRUSTEE shall accumulate the same during

the lifetime of the SETTLOR.

After SETTLOR's death the TRUSTEE shall distribute the net income

of the TRUST the following manner:

_________________________________________________________________

Should any beneficiary named above die, the TRUSTEE shall

distribute the net income to the lineal descendants of the

beneficiary. If any beneficiary dies and is not survived by

lineal descendants, the distributions from the TRUST shall be

adjusted to pro-rata increase all other shares.

ARTICLE VII

INVASION OF PRINCIPAL

After SETTLOR's death, the TRUSTEE may apply so much of the

principal of the trust for the use of the beneficiaries at such

time or times as in trustee's discretion TRUSTEE may deem

advisable for their health, education, support and maintenance.

Any amounts so applied to the use of any beneficiary shall be

charged against, or deducted from, the principal of any share

then or thereafter set apart for said beneficiary.

ARTICLE VIII

NON-ASSIGNABILITY OF THE TRUST PROCEEDS

The interest of the beneficiaries of this trust shall not be

assignable, and beneficiaries shall not have the right to pledge,

assign, convey, or otherwise transfer, lien or encumber any

portion of the income or principal of the trust. All payments

provided for by the beneficiaries herein shall be made directly

to them or their guardians as is provided herein.

ARTICLE VIII

DISTRIBUTIONS TO MINOR OR INCOMPETENT BENEFICIARIES

The TRUSTEE in his discretion may make payments of income or

principal to any minor or incompetent beneficiary by paying the

same to the minor or incompetent's guardian, or to the person

having control over the minor or incompetent, or by direct

expenditure for the benefit of the minor or incompetent. However,

the TRUSTEE may also pay an allowance in such amount as he may

fit from time to time to the minor or incompetent. Further, in

the discretion of the TRUSTEE the distributions for a minor or

incompetent beneficiary may be accumulated and shall thereupon be

paid to the minor or incompetent upon their disability being

removed. Any payment under this Section shall operate as a full

discharge of the TRUSTEE as to such payment.

ARTICLE VIII

ACCOUNTINGS

The TRUSTEE shall, after the death of the SETTLOR provide a semi-

annual accounting to all competent, adult beneficiaries detailing

the transactions, if any, of the trust. The same shall not be

required to be audited, although the TRUSTEE may, in his sole

discretion, may cause an audit to be performed from time to time.

ARTICLE IX

LIQUIDATION OF TRUST

If at any time the total of the principal and income of the trust

is less than $ __________, the TRUSTEE, may in his absolute

discretion, close out the trust by paying the proportionate

shares of each beneficiary to them. The TRUSTEE shall at that

time deliver a final accounting to each beneficiary. Upon

payment, the TRUSTEE shall be discharged from all further duties.

SECTION X

PERPETUITIES SAVINGS CLAUSE

Notwithstanding anything to the contrary herein contained, the

trust created by this agreement shall cease and terminate as is

provided in Section IX, 21 years after the death of the last

survivor of trustors and all issue of trustors living at the date

of this agreement.

SECTION XI

DISTRIBUTION OF DIVISION IN KIND

On any distribution from the trust, whether it be an ordinary

distribution or one of principal, or a final distribution, the

TRUSTEE may apportion and allocate the assets of the trust estate

in cash and partly in kind, in TRUSTEE's discretion. The

valuation, whether based on an appraisal, or not, made by the

TRUSTEE shall be binding on the beneficiaries.

SECTION XII

LITIGATION OR COMPROMISE OF CLAIMS

The TRUSTEE may compromise, or abandon, at TRUSTEE's option any

claim or claim against the trust, or subject the same to

arbitration. Or, the TRUSTEE, in his absolute discretion, may

litigate any claim in favor of or against the estate.

SECTION XIII

NOTICE OF EVENTS

Until the TRUSTEE receives notice of any death, birth, marriage,

or other event on which the right to receive distributions is

based, the TRUSTEE shall incur no liability for any disbursements

or distributions made in good faith. This clause shall not

prevent the TRUSTEE from seeking restitution of any payments made

in error in his discretion.

SECTION XIV

DEFINITIONS- GOVERNING LAW

The words "child", "children", "descendants" and "issue" shall

include children legally adopted and the lawful descendants of

such adoptees.

This trust shall be governed by the laws of _________.

SECTION XV

SEVERABILITY

If any provision herein are found by a court of competent

jurisdiction to be invalid, the remainder shall govern.

Dated: _______________________________

___________________________________________________

STATE OF _________ COUNTY OF _________

________________, being duly sworn states that they executed this

instrument for the purposes stated herein.

___________________________________________________

Notary Public

My Commission Expires: ___________________