LAST WILL AND TESTAMENT 
OF
                                                                                
(name of person)

     I,                                               , of                                                 (address), 
                                                (city),                         (state), being of sound mind and disposing memory, do make, publish and declare this to be my Last Will and Testament, hereby revoking any and all Wills and Codicils thereto by me at any time heretofore made.

ARTICLE I

     The Executor of my estate shall pay all funeral expenses, costs of administration and other proper charges against my estate. My Executor shall pay from the residue of my estate all estate and inheritance taxes assessed by reason of my death, except that the amount, if any, by which the estate and inheritance taxes shall be increased as a result of the inclusion of property over which I may have power of appointment shall be paid by the person holding or receiving that property. I waive for my estate all rights of reimbursement for any payments made pursuant to this Article.  Interest and penalties concerning any tax shall be paid in the same manner as the tax.

ARTICLE II

     All my personal effects, household effects, automobiles, and personal residence at                                                     (address),                                             (city),                           (state), I give to my spouse if he/she survives me by thirty (30) days, otherwise to my children who so survive me and to be divided equally among them per stirpes, pursuant to the provisions of this Will. The Executor shall sell any such property as to which there is no agreement for specific purchase and bequest within sixty (60) days after the admission of this Will to probate and shall add the proceeds to the residue of my estate.

ARTICLE III

     All other assets not set forth in Article II above, including but not limited to all insurance death benefit proceeds from the policies listed on the attached Schedule A, as well as any interest in insurance acquired after those listed on Schedule A and all stock or other proprietary interest in                                             (name of business),                                             (address), various real estate interests and other stock or bond ownership in my name, listed on the attached Schedule B, as well as any interest acquired in my name after those listed on Schedule B, may be sold with consideration given to any existing “Buy-Sell” agreements by the Trustees within one hundred and eighty (180) days after the admission of this Will to probate and the proceeds shall be added by the Trustees to the residue of my estate. The Trustees and Executor shall do everything possible to maintain the properties and interest in the properties on behalf of the beneficiaries of the trust if same is

foreseeably possible pursuant to any “Buy-Sell” agreements existing relative to any of the various properties owned by                          . However, if it is in the best interest of the beneficiaries and/or if any existing “Buy-Sell” agreements exist that require the sale upon death of a shareholder (including a requirement to sell back to the corporation) then the interest in that particular property shall be sold for the best price available and the principals shall be made a part of the estate trusts established herein.

ARTICLE IV

basis for federal income tax purposes. No asset or proceeds of any asset shall be used in such manner that a marital deduction is not allowable if included, and the assets constituting the right to income in respect to the decedent’s interest for federal income tax purposes shall be sued only to the extent that other assets are not available.
     2)  My spouse may withdraw any part of the principle at any time or times in conjunction with the advice and consent of the Trustees. Trustees shall make payment to him/her without question upon a written request. The right of withdrawal shall be a privilege that may be exercised only voluntarily and shall not include any involuntary exercise.
     C.  TRUSTEES: I hereby appoint my spouse, my                                          , 
                                         and my good friend                                     to serve as Joint Trustees. If any of them are unable to serve as Trustee, the remaining individual(s) shall serve as Trustee(s).
     D. ADMINISTRATION: This First Trust (Marital Trust) shall be administered as follows:
     1)  The Executor shall have full power, upon the advice and consent of the Trustees established herein, to satisfy this devise and bequest, full or partly in cash or otherwise; then to select the assets that would be conveyed to the Marital Trust:
          a)  Having a fair market value at the date or dates of distribution amounting to no less than one half the amount of the pecuniary bequest of transfer, as finally determined for federal estate tax purposes; or,
          b)  Fairly representative of appreciation or depreciation in the value of all property that is available for distribution and satisfaction of such pecuniary bequest or transfer.
     2)  The exercise of the power of the Executor may be subject to review by my spouse.
     3)  My spouse shall have the power at any time and from time to time to compel the Trustees of this First Trust (Marital Trust) to go forth with any conversion of any non-income producing property by delivering to the Trustees written directions accordingly.
     4)  Unproductive property shall not be held as an asset of the trust for more than a reasonable time during the lifetime of my spouse without his/her written consent.
     E. POWERS AND AUTHORITY: The Trustees shall have the following powers and authority:
     1)  To do any act or thing reasonably necessary or advisable for the proper administration of each trust created by this Will.
     2)  To retain any assets, regardless of whether it is the kind authorized by this Will and invest, sell, exchange, or otherwise dispose of any assets of this trust as long as it is deemed advisable and to receive from any source additional property acceptable to it.
     3)  To acquire, invest, reinvest, exchange, retain, sell, manage any and all trust assets exercising due judgment and care under the circumstances then prevailing that a reasonable, prudent person would in the discretion and then the intelligence, be expected to exercise in the management of his/her own affairs not in regard to speculation, but in regard to the permanent disposition of their funds considering

probable income as well as the probable safety of the capital affairs. With the limitation of that standard, my Trustees are authorized, with the approval of my spouse, to acquire and retain every kind of property, real, personal or mixed in every kind of investments specifically including but not by way of limitation, insurance, real estate, bonds, debentures and other corporate obligations in stock preferred or common, with ordinary prudence, discretion and intelligence required.
     4)  To collect, receive and receipt for any principal or income and to enforce, defend against prosecution, compromise or settle any claims by or against the trust.
     5)  Vote, execute proxies to vote, join in or oppose any plans for reorganization and exercise any other rights incident to the ownership of any stocks, bonds or the properties of this trust estate.
     6)  To hold assets in bearer form or in the name of the Trustees or in the name of the nominee without disclosing any fiduciary relationships; provided, however, that all assets in cash at all times appear on the books of the Trustees.
     7)  To make division or distribution as required by this Will, in whole or in part, of money, securities or other property in undivided interest therein, and to continue to hold any remaining undivided interest in any trust thereunder.
     8)  To make payments to my spouse.
     9)  To determine what is income and what is corpus and in its discretion allocate or apportion receipt and expense between principal and income, except that all premiums shall be charged and all discounts credited against or to principal, as the case may be, not against or to income, and shall be authorized; and except further that all dividends paid in stock of the paying corporation shall be considered principal.

     F.  DISPOSITION: The Marital Trust shall be held, administered and disposed of as follows:
     1)  My spouse shall have the right during his/her lifetime, exercisable annually or more frequently, at intervals convenient to him/her, to require the distribution to or for the benefit of himself or herself. Any income of this First Trust (Marital Trust) not so distributed shall be accumulated and added to the corpus.
     2)  Commencing with my death, the Trustees shall pay the income from the Marital Trust in convenient installments, at least quarterly, to my spouse during his/her lifetime.
     3)  In addition, my Trustees shall distribute to or for the benefit of my spouse, from time to time, so much of the corpus of the Marital Trust as my Trustees in their sole discretion shall consider necessary or advisable for health, support and general welfare.
     4)  My spouse may, at any time and from time to time during his/her lifetime, donate and appoint, by specific reference to his/her power, in an instrument of writing executed by him/her and delivering same to my Trustees before his/her death, all or any part of the corpus of the Marital Trust to any or all of my descendants, in such proportion and subject to such terms, trusts and conditions as he/she may direct. If any gift tax shall be assessed as a result of the exercise by my

spouse of this power, he/she shall have the power to appoint to himself or herself out of the corpus of the Marital Trust the amount of significance to pay such gift tax.
     5)  My spouse shall also have the power, exercisable alone, at any time and in all events, to appoint, by specific reference to this power in his/her valid Last Will and Testament, all or any part of the corpus in undistributed income and the Marital Trust remaining at the time of his/her death, free from this trust as a part of his/her estate or to conditions as he/she may direct by his/her valid Last Will and Testament. Such power may be remaining at the time of his/her death, free from this trust as a part of his/her estate, or to his/her estate, or to whomever he/she pleases, in such proportions and subject to such terms, conditions as he/she may direct by his/her valid Last Will and Testament. Such power may be exercised by my spouse, irrespective of the time of his/her death.
     6)  It is the intention of the Testator to establish this trust in conjunction with Section 1361.(d) of the Internal Revenue Code as a QSST Trust, since the foregoing provides that all income is actually distributed and all corpus should be distributed to the beneficiary of this trust and the beneficiary’s income interest terminates upon death or termination of the trust and finally that all assets are distributed to the current income beneficiary if the trust terminates.

ARTICLE VI

     Additionally, I give, devise and bequeath on behalf of                                    ,
                                    , and                                      in trust to the following persons as set forth herein and in accordance with the provisions herein, as Trustees, the remaining amount of my adjusted gross estate, as finally determined for federal estate tax purposes come to hold, administer and dispose exclusively for the benefit of                                     ,                                      and                                      (names for Second Trust).  The Second, Third, Fourth and Fifth Trusts shall be combined for investment purposes and shall include all cash, securities, personal property of all forms and real estate held by me at the time of my death remaining after the amount used to fund the First Trust (Marital Trust). Also included in said residuary trust may be proceeds of insurance policies during my life to be paid upon my death to a Trustee for the benefit of my children through the terms of the policy of insurance and not through this Will or my estate. Said insurance proceeds shall not become a part of my estate, but shall be governed exclusively by the directions of said insurance policies.
     A.  ACCOUNTING: Said trusts shall assure equal and equitable distribution to each child and shall be held, administered and disposed of in accordance with the provisions of this Will. Individual ledgers for accounting shall be established for each child’s trust herein.
     B.  APPOINTMENT OF A TRUSTEE: I hereby appoint to serve as Trustees over each of my children’s trusts my spouse, my                                      and my good friend                                     . In the event that any one of the parties is unable to serve for any reason, the other two shall serve. In the event that two of the above-named parties are unable to serve for any reason, the remaining individual shall serve alone. Each shall serve without bond.

     C.  ADMINISTRATION AND ESTABLISHMENT:
     1)  The Trustees shall assemble all assets of my estate remaining after the establishment of the First Trust (Marital Trust) under Article V above, any and all remaining insurance proceeds in accordance with the foregoing, any social security benefits payable upon my death, and all other assets and maintain all such assets in an account with a bank chosen by the Trustees.
     2)  Four separate accounts of trust shall be established in the names of each of my children as set forth above, with the names of the Trustees appearing thereon.
     3)  Each account shall be maintained with the Trustees investing the corpus of said account at the best possible rate per annum as the Trustees shall decide through their good judgment with the reasonably prudent person standard applying.
     4)  The Trustees shall maintain a ledger of each said account and shall accordingly record all deposits, withdrawals and income earned.
     5)  The Trustees shall have the power to effectuate a withdrawal from the account for the benefit of each child in accordance with the provisions herein.  Consultation between the Trustees is recommended before such withdrawals and such consultation must be made and the Trustees shall jointly authorize such withdrawal.
     6)  The Trustees may receive from the corpus of the trust account payment for actual expenses incurred such as telephone calls, mileage and other expenses of administration.
     7)  The Trustees shall assure educational expenses to each trust beneficiary.  Proper education shall include the opportunity of college and post-graduate work if desired. Additionally, the Trustees shall assure payments to each beneficiary for the proper wearing apparel, medical care, dental care and all other necessities that may arise from time to time.

     D.  DISTRIBUTION OF THE CORPUS:
     1)  The Trustees shall distribute reasonable amounts from the corpus for the care of my children, in accordance with the needs of each child and the costs of their maintenance, in conjunction with the foregoing and following provisions:

My children must actually attend an accredited college or university to receive these benefits.

     E.  GUARDIAN: If any of my children are minors at the time of my death and in the event my spouse does not survive me, I appoint my                        , 
                                        to serve as guardian over said minor children.

ARTICLE VII

     In the event that my spouse does not survive me by thirty (30) days and in the event that I leave no children surviving me and said children leave no children or descendants surviving them at the date of my death, I direct that my entire estate be divided between any living parents of myself and my spouse and any brothers or sisters of myself and my spouse, in equal shares. If any parent or brother or sister is not living, then his/her share shall be distributed to their issues, and if no issue survives, the deceased person’s share shall be distributed in equal shares to the parties as enumerated in this Article. If issue is not surviving, as set forth above, then the parent or sibling share shall be equally divided to the remaining heirs above-mentioned.

ARTICLE VIII

     No interest of any beneficiary in the corpus income of my estate or any trust created hereunder shall be subject to assignment, alienation, pledge, attachment of claims of creditors or such beneficiary and may not otherwise be voluntarily or involuntarily alienated or encumbered by such beneficiary, except as may otherwise be expressly provided herein.

ARTICLE IX

     If any trust created herein shall violate the applicable rule against the perpetuities, accumulation or any other similar rules of law, my Trustees are hereby directed to terminate such trust from the date limited by such rule or laws and thereupon the property held in trust shall be distributed to the persons then entitled to share in the income thereof and the corpus. No power of appointment granted hereunder shall be so exercised to violate such applicable rule of law, or any attempted exercise of any such power that violates any such rule or law.

ARTICLE X

     I appoint                                        , to serve without bond as Executor of my Will, if he/she is living at the time of my death. However, if he/she is not living at the time of my death or is unable to serve as Executor for some reason, I then appoint my                                        , to serve without bond as Executor of my Will in accordance with the preceding provisions.

     IN WITNESS WHEREOF, I have hereunder set my hand this            day of                                        ,         .

     
     On this                day of                                        ,         , we, the undersigned witnesses, in the presence of                                        , and in the presence of each other and upon the request of                                      , witnessed the signing and execution of what                                         declared to be his/her Last Will and Testament, an instrument consisting of three (3) typewritten pages, and at his/her request and in his/her presence and in the presence of each other we have hereunto subscribed our names as witnesses.

AFFIDAVIT

     I,                                         the testator, and we, the undersigned,  
                                 and                                    , the Testator and the witnesses, respectively, whose names are signed to the attached and foregoing instrument, being first duly sworn, declare to the undersigned authority that said instrument is the Testator’s Will and that the Testator willingly signed and executed such instrument, or expressly directed another to sign the same in the presence of the witnesses, as a free and voluntary act for the purposes therein expressed; that said witnesses, and each of them, declare to the undersigned authority that such Will was executed and acknowledged by the Testator as the Testator’s Will in their presence and that they, in the Testator’s presence, at the Testator’s request, and in the presence of each other, did subscribe their names thereto as attesting witnesses on the date of such Will; and that the Testator, at the time of the execution of such instrument, was of full age and of sound mind and that the witnesses were sixteen (16) years of age or older and otherwise competent to be witnesses.

     
     Subscribed, sworn and acknowledged before me by                             the Testator; and subscribed and sworn before me by                                         and                                        , witnesses, this                day of                               ,           .

ATTESTATION CLAUSE

     The foregoing instrument was signed by                             the testator, as his/her Last Will and Testament, in our presence, and we, in his/her presence and in the presence of each other, have hereunto subscribed our names as witnesses this             day of                                      .