COMPOSITE DECLARATION OF BUSINESS TRUST

____________ and ______________, referred to as TRUSTEES,

herewith establish and declare the following trust:

Trustees declare that all property, income, and profit now

held or acquired after the effective date of this agreement shall

be controlled by them for the benefit of such person as may from

time to time be owners of certificates of shares having beneficial

interests in this trust estate, in a way which is set forth in

this instrument and any amendments to this instrument.

The property that will be subject to the terms of this

agreement consists of the following:

_______________________________________________________________

TYPE OF TRUST

It is hereby declared this trust shall be a Business Trust

and not be known otherwise.

NAME AND LOCATION

The adopted business name of the trust shall be ___________

_____, and in this name they make and execute contracts and all

types and kinds of instruments, conduct business, acquire and

convey real and personal property, and sue and be sued.

The principal office of the trust shall be at ____________

_______________________________________________________________

unless and until it is changed by the trustees.

The trustees may establish branch offices or places of

business they determine to be in the best interest of the trust.

CAPITAL STOCK AND SHARES

The trust shall have the authority to accept up to $

____________ ( ____________ &___/100 dollars) in capital

contributions and the Trustees may sell or exchange shares for

such sums or consideration, and on such terms as they deem

appropriate for the trust.

The shares shall be personal property and shall entitle

owners of such shares to participate in all dividends and other

distributions of income or principal in the proportion of the

number of shares they hold to the number of shares issued and

outstanding.

Any trustee may acquire, hold or dispose of shares in the

trust in the same way if he or she were not a trustee and without

affecting in any way their power or status.

TRANSFER OF SHARES

All shares of the trust shall be in writing and transferable

by an appropriate instrument only.

The person whose name appears as the owner of such shares in

the books of the trusts, shall be deemed absolute owner of such

shares and until the existing certificate of shares is

surrendered and transfer is recorded, the trustees shall not be

affected by any notice.

Any person acquiring stock through the result of bankruptcy

or death shall receive a new certificate for the share(s) and be

recorded in the trust's books. Until evidence is produced and the

existing certificate produced to the trustees, the trustees shall

not be affected by any other notice of the change of title.

In the event of a death of one of the shareholders the

shareholder's heirs, legatees, or legal representatives of the

descendent shall succeed to his or her rights.

LOSS OR DESTRUCTION OF CERTIFICATE

A new certificate may be issued in place of an old one upon

provision of a surety bond or upon such other terms and

conditions as are proper and necessary.

INSPECTION OF STOCK RECORDS

The stock books shall be open for inspection by any

shareholder or their representative or agent at all reasonable

times.

DIVIDENDS

Trustees may distribute net earnings received by them in

their own discretion, and when they deem it to be proper and

advisable.

RIGHTS OF SHAREHOLDERS

The rights of shareholders and transferees and other persons

becoming entitled to heirs of the trust shall be subject to the

all the terms and conditions of this declaration of trust.

No shareholder shall have the right to manage or control the

property, affairs, or business of the trust, or any power to

control trustees in these respects or the right to an accounting

or partition of the trust property during the duration of the

trust.

LIABILITIES OF SHAREHOLDERS

Shareholders shall not be liable for any assessment, and

trustees shall have no power to bind the shareholders personally.

No amendment shall be made to this declaration increasing the

liability of the shareholder without the written consent of all

the shareholders.

Every document and correspondence executed by the trustees

shall have in writing a stipulation which holds the shareholders

not liable for any debt, demand, or liability incurred in

connection with the document. However, failure of the stipulation

to appear does not render any shareholder personally liable.

SHAREHOLDERS MEETINGS AND ELECTIONS

Shareholders shall meet annually on the anniversary date of

the declaration of this trust, or if said day is a legal holiday,

on the next business day thereafter, at the principal office of

the trust, or such other place as the Trustees may establish.

The Trustees may call special meetings of the shareholders at

any time. Trustees are responsible for notifying all the

shareholders of any special meeting and its nature of business and

the meeting shall pertain only to the business specified in the

notice of special meeting.

Notice will be deemed properly delivered if mailed or

delivered to the shareholder's address contained in the trust's

books.

The President named by the trustees shall preside at all the

meetings. The shareholders shall be entitled to one vote per share

and may vote by proxy. Thirty-three per cent of all outstanding

shares shall constitute a quorum.

NUMBER, ELECTION, AND TENURE OF TRUSTEES

There shall be ___ trustees. The term of any trustee and

their successors shall be for a term of one year, or until their

successors are elected.

The death, resignation, incapacity, or removal of any

trustee shall not terminate this trust.

Any vacancy shall be filed by the remaining trustees until

the end of term.

New trustees shall be elected yearly by the shareholders at

the annual meetings.

A Trustee may be removed by a majority vote of the other

trustees when they deem it is necessary and appropriate to do so.

Written notification of any such vote shall be given to each

trustee at least 15 days prior to the meeting, but no such notice

is necessary for regular meetings of trustees.

MEETINGS OF TRUSTEES

Meetings for the trustees shall be held at regular intervals

to be established by the trustees. After the election of trustees

provided for herein the trustees shall hold an initial meeting at

which time they shall establish the time for meetings. A majority

of the trustees shall constitute a quorum, and an absent

trustee's vote shall not be necessary to carry out any matter

voted on at a meeting which holds a quorum.

WRITTEN REPORTS BY TRUSTEES

A written report shall be prepared annually showing

operations during the preceding fiscal year, receipts,

disbursements, and earnings, and the assets and conditions of the

trust estate.

OFFICERS AND AGENTS

Trustees shall appoint from among their number a President,

Treasurer, and Secretary and shall perform such duties which are

characteristic with that position. The terms and conditions of the

positions shall be set forth by the trustees. The removal of a

trustee from any such a position shall not affect his or her

status as a trustee unless voted on otherwise.

COMPENSATION OF TRUSTEES

Trustees shall be compensated as they deem reasonable and

proper. They shall fix the compensation, if any, of all officers

and agents appointed by them.

GENERAL FUNCTIONS AND POWERS OF THE TRUSTEES

Trustees hold legal title, as if they were absolute owners,

to all the property at any time belonging to the trust and have

absolute control of such property subject to the limitation in

this trust. Trustees also have the right to acquire property for

the trust as they see proper and necessary to benefit the trust.

Trustees may sue and be sued and prosecute and defend any and

all actions affecting the trust or its business or property,

either in the name of the trust or their own names.

Trustees may adopt and enforce such bylaws or rules and

regulations, not consistent with the provisions of this instrument

they deem to be expedient.

APPLICATION OF TRUST FUNDS

Any action or thing carried out by a trustee with authority

from trustees, officers, or agents shall be deemed to be within

the purposes of this trust and within the powers of the trustees.

LIABILITY OF TRUSTEES

A trustee shall only be responsible for their own actions and

not that of the trustees, but shall not be liable for any

negligence or error in judgment, or for any act or omission,

except for his or her own willful breach of trust.

A trustee shall not be required to give any bond or surety to

secure the performance of the trust.

Every act or thing done or omitted by a trustee shall be in

the interest of the trust and for his or her own interest.

A trustee shall not be personally liable for an act or duty

carried out on behalf of the trust and a stipulation to this

effect may be inserted into any document and an omission of such a

stipulation shall not deem a trustee personally responsible. Any

claim against a trustee who acted in the interest of the trust

shall be against the property of the trust and not the trustee

personally. A trustee is indemnified by and reimbursed from any

personal liability, loss, or damage incurred or suffered while

performing any act or duty authorized or permitted by the

declaration of trust or any amendment to this declaration: but

such indemnity shall be limited to the trust estate.

AMENDMENTS

This document may be amended, except in regards to the

liability of the shareholders, with the consent of the owners of

at least 66% of the shares. All shareholders must be notified of

any meeting which holds such a matter, at the address held in the

trust's books.

DURATION AND TERMINATION

This trust shall last for a period of 10 years from the date

of this instrument, unless terminated earlier.

This trust may be terminated by the trustee with the consent

of the owners of at least 66% of the shares. All shareholders

must be notified of any meeting which holds such a matter, at the

address held in the trust's books.

On the termination of this trust by any cause, trustees shall

liquidate the trust estate, wind up the affairs of the trust, and

dispose of its property and assets at public or private sales,

and, after discharging all legal obligations of the trust, shall

distribute the proceeds among the shareholders in proportion to

their interest.

Dated: ________________________

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TRUSTEES