*** CHILDREN.TXT
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                   ***      C A U T I O N      ***
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            Do Not Use These Documents Without Consulting
                     An Estate Planning Attorney.

The purpose of this software product is to assist you in the
preparation of sample estate planning documents.  You must have these
documents reviewed and approved by an Estate Planning Attorney to
ensure that the documents meet your particular needs, as well as to
ensure that the documents conform to requirements of state and federal
laws.

JIAN and the authors of the software do not represent or guarantee
that these documents are appropriate for your needs, satisfy any
provision of state or federal law or will have any particular state or
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----------------------------------------------------------------------

                               REMEMBER

   to change the complete insertion code (***Q1***, ***Q2***, etc.)
                    and not just the "Q1" or "Q2".

        This document references the following insertion codes:
              Q1, Q2, Q3, Q4, Q5, Q6, Q7, Q19, Q20, Q21

**********************************************************************

                     Children's Irrevocable Trust

This document establishes a trust to manage assets you desire to be
held for the benefit of your minor children until they reach the age
at which you would like them to receive the assets.

        +----------------------------------------------------+
        |   After You Execute This Trust, You Cannot Amend   |
        |       Or Revoke It Or Change The Provisions.       |
        +----------------------------------------------------+

When you transfer property to the trust (usually done each year in
amounts of no more than $10,000 Per Child, Per Parent), You give up
all rights in the property.  You no longer have any control over these
assets -- they belong to the trust and are held for the exclusive
benefit of your children.

        +----------------------------------------------------+
        |      You Cannot Be The Trustee Of This Trust.      |
        |        You Must Name An Independent Trustee        |
        |          Who You Do Not Legally Control.           |
        +----------------------------------------------------+

    This Document Must Be Reviewed By An Estate Planning Attorney
                         Before You Sign It.

**********************************************************************


                           TRUST AGREEMENT

THIS TRUST AGREEMENT made this _______ day of ____________, 19___,
between ***Q1*** and ***Q2***, Husband and Wife, of the County of
***Q4***, State of ***Q5*** ("Co-Trustors"), and ***Q19***
("Trustee").  The term "Trustee" shall include Co-Trustees.

IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:

                              ARTICLE  I

                            NAME OF TRUST

The name of this trust is the ***Q3***, and the trusts created in this
instrument may be referred to collectively as ***Q3***, and each
separate trust created in this instrument may be referred to
successively by adding the name of its beneficiary.

                             ARTICLE  II

                               PURPOSE

The Co-Trustors propose to create trusts for the benefit of each of
their presently existing children, as well as Trusts for each child
hereafter born or legally adopted.

                             ARTICLE  III

                       IRREVOCABILITY OF TRUST

This trust is irrevocable and may not be altered or amended in any
respect and may not be terminated except through distributions
permitted by this instrument.  The Co-Trustors irrevocably waive any
interest in any trust assets or trust management, including any
reversionary interest of any kind.

                             ARTICLE  IV

                            TRUST PROPERTY

A. Initial Trust Property.  The Co-Trustors hereby transfer to the
Trustee, without consideration from the Trustee, the sum of One
Hundred dollars ($100.00), receipt of which is hereby acknowledged,
upon the conditions provided herein.

B. Additional Trust Property.  Additional property may be added to the
trust estate at any time by either Co-Trustor, or by any person or
persons, by inter vivos or testamentary transfer.  Such additions and
title to any property so added may be, but need not be, evidenced by
schedule, deed, assignment, or other writings transferring property to
the Trustee.  All such original and additional property is referred to
herein collectively as the trust estate and shall be held, managed and
distributed as herein provided.

                              ARTICLE  V

                 BENEFICIARIES' RIGHTS OF WITHDRAWAL

A. Right to Withdraw.  If at any time or times a gift is made to the
trust estate, including the original contribution, such gift shall be
subject to withdrawal under the provisions of this ARTICLE V. Such
right of withdrawal shall be exercised only by a written instrument
executed by a beneficiary, or by the natural or legal guardian of such
beneficiary who lacks legal capacity, and served upon the Trustee.
Upon receipt by the Trustee of a properly executed written instrument
of demand, such demand shall be satisfied out of trust assets in cash
or in kind, subject to the limitations described hereafter.

B. Right to Withdraw Limited to Thirty Days.  A beneficiary's right to
demand distribution of any gift shall commence at the time of the
gift.  Such right is noncumulative and shall lapse if not exercised
within thirty (30) days after notice has been given by the Trustee, as
hereafter required.  Once such right of withdrawal has lapsed, a
beneficiary shall forever cease to have any right to demand
distribution with respect to such gift.

C. Amount of Withdrawal.  A beneficiary may withdraw any gift to the
trust held for such beneficiary.  However, in no event shall any
beneficiary be entitled to withdraw any amount from the cumulative
annuals gifts of each contributor exceeding the amount of the gift tax
annual exclusion under Section 2503(b) of the Internal Revenue Code of
1986, as amended, or comparable section then in effect.  The right of
immediate withdrawal created by this ARTICLE V shall apply to each
gift by each contributor.

D. Notice of Gift.  Upon receipt of a gift, the Trustee shall promptly
give notice to each beneficiary entitled to withdraw any gift, or to
the natural or legal guardian of such beneficiary, of the
beneficiary's right to withdraw the gift pursuant to the terms of this
ARTICLE V. Such notice shall not be a condition precedent to, or in
any way affect, a beneficiary's exercise of rights under this ARTICLE
V.

E. Gifts not Subject to Beneficiaries' Rights of Withdrawal.
Notwithstanding the foregoing provisions of this ARTICLE V, any gift
that is accompanied by a written notice from its donor to the effect
that the gift shall not be subject to withdrawal under the provisions
of this ARTICLE V shall be excluded from consideration under this
ARTICLE V, as though the gift had not been made.

                             ARTICLE  VI

                       DIVISION OF TRUST ESTATE

A. Division into Trusts.  Upon receipt by the Trustee of the initial
contribution to the trust estate, the Trustee shall divide the trust
estate into equal trusts for the benefit of each of the children of
Co-Trustors.  Upon receipt by the Trustee of any subsequent gift to
the trust estate, if a donor does not specifically designate the
beneficiary of his or her gift, the Trustee shall divide such gift
into equal shares for the benefit of each of the children of
Co-Trustors, with the shares allocated to children for whom trusts
have previously been established added to such trusts.  The shares
allocated to children born or adopted subsequent to the execution of
this Trust Agreement and for whom no trusts have yet been established,
or a gift made to the Trustee for the benefit of such a child, shall
constitute newly created trusts for each of such children.

B. Death of Child.  Upon the death of any child of Co-Trustors for
whom a trust is then held, such trust shall be apportioned in partial
shares among his or her living lawful descendants upon the principle
of representation, which partial shares shall constitute and be held,
administered and distributed as separate trusts according to this
Trust Agreement.

C. Death of Descendant of Deceased Child.  Upon the death of a lawful
descendant of a deceased child of Co-Trustors for whom a trust is then
held, that portion of the trust held for such decedent (including both
principal and any accrued or undistributed income) which is not exempt
from the generation-skipping transfer tax imposed by Chapter 13 of the
Internal Revenue Code of 1986 (or any successor provisions) shall be
distributed to such one or more persons or entities, including the
decedent's estate, and on such terms and conditions, either outright
or in trust, as the decedent shall have appointed by the last dated
instrument delivered to the Trustee, including a Will (whether or not
admitted to probate), specifically referring to and exercising this
power of appointment.  Any of such portion of the trust as is not
appointed, together with that portion of the trust that is exempt from
the generation-skipping transfer tax, shall be apportioned in partial
shares among said decedent's living lawful descendants upon the
principle of representation, which partial shares shall constitute and
be held, administered and distributed as separate trusts according to
the provisions of this Trust Agreement.

D. Death of Beneficiary with No Descendants.  Upon the death of a
beneficiary for whom a trust is then held who leaves no living lawful
descendants, the balance of such decedent's trust not disposed of
under the general power of appointment referred to hereinabove in
Paragraph C. of this ARTICLE VI shall go to proportionately augment
the other trusts then held and those previously distributed, in whole
or in part, upon the principle of representation of his or her nearest
ancestor, not more remote than Co-Trustors, then having living lawful
descendants, except that no such trust shall go to augment the trust
of any child or descendant of the Co-Trustors previously deceased who
then has no living lawful descendants.

E. Distribution to Heirs at Law.  If, at any time prior to
distribution in full of all of the separate trusts established hereby,
all of the Co-Trustors' lawful issue are deceased and no other
disposition of the trust estate is directed by this instrument, the
remaining portion of any such trusts shall then be distributed, free
of trust, one-half (1/2) to the then surviving heirs at law of each
Co-Trustor as determined by the laws of intestate succession then
existing in the State of ***Q5***; excluding, however, any provision
for distribution to heirs of a predeceased spouse.

F. Definitions.  The terms "issue", "descendants", "child" and
"children", unless otherwise designated herein, shall include adopted
children and step-children of the present marriage of the Co-Trustors;
adopted "issue" of descendants; and lineal descendants, both natural
and legally adopted indefinitely.  Such terms shall specifically
exclude individuals adopted out of the family of Co-Trustors or out of
the family of a descendant of Co-Trustors.  The word "living" shall
include unborn persons in the period of gestation.

                             ARTICLE  VII

                 DISTRIBUTION OF INCOME AND PRINCIPAL

A. Payment of Trust Expenses.  Upon distribution to or receipt by the
Trustee of the trust estate, the Trustee shall, from income which
accrues or is received after such distribution or receipt, or from
principal, pay or reserve sufficient funds to pay all expenses or
management and administration of the trust, including the compensation
of the Trustee, as defined in ARTICLE XV, all or any part of which
may, in the discretion of the Trustee, be charged either to income or
principal of the trust estate.  The remaining income shall be referred
to as "net income."

B. Payment of Net Income.  The Trustee may pay to or apply for the
benefit of each beneficiary who has not yet attained the age of
twenty-one (21) years as much of the net income of the trust as the
Trustee shall determine to be in the best interest of and tending to
promote the welfare of such beneficiary, after taking into
consideration, to the extent the Trustee deems advisable, any other
income or resources of such beneficiary.  After a beneficiary for whom
a trust is then held attains the age of twenty-one (21) years, the
Trustee shall pay to or apply for the benefit of such beneficiary the
net income of the trust in convenient intervals not less frequently
than quarter-annually.

C. Invasion of Principal.  If the Trustee deems the net income
available hereunder not sufficient to provide for the reasonable
health, support, maintenance and education of any beneficiary for whom
a trust is then held, taking into consideration any other income and
financial resources of such beneficiary, so far as known to the
Trustee, it may, as often as it deems necessary, pay to or apply for
the use and benefit of such beneficiary such part of the principal of
the respective trust of such beneficiary, up to and including the
whole thereof, as is necessary for the reasonable health, support,
maintenance and education of such beneficiary.

D. Payment To or For Benefit of Minor or Disabled Beneficiary.  The
Trustee, in its discretion, may make net income or principal payments
to a minor or a beneficiary under disability by making such payments
to the guardian or conservator of his or her person, to a custodian
under a Uniform Transfers to Minors Act or similar statute applicable
in the State of ***Q5***, or to any suitable person with whom he or
she resides, or the Trustee may apply such payments directly for the
beneficiary's benefit.  The Trustee may make net income or principal
payments directly to a minor child if, in the Trustee's discretion,
such child is of sufficient maturity to manage such distribution.

E. Payments Not to Discharge Co-Trustors' Support Obligations.  Any
other provisions of this instrument notwithstanding, income or
principal of the trust estate shall not be used to discharge, in whole
or in part, the Co-Trustors' legal obligation, from time to time
existing, to support and educate any of the beneficiaries of this
trust.  When determining the legal obligation of any person to support
and educate any of the beneficiaries of this trust, the existence of
this trust and funds made available by it shall not be taken into
consideration.

F. Final Distribution to Beneficiary.  Whenever any beneficiary for
whom a trust is then held shall have attained the age of ***Q21***
years, the Trustee shall distribute to such beneficiary, free of
trust, the entire principal and accumulated income, if any, of his or
her separate trust.

                            ARTICLE  VIII

                        AUTOMATIC TERMINATION

Unless sooner terminated in the manner herein provided, each trust
shall cease and terminate one day prior to twenty-one (21) years from
the death of the last to die of the Co-Trustors or any of the
beneficiaries of this trust who are living at the date this trust is
executed, whichever death shall last occur.  Upon such termination,
the entire trust estate, including principal and any accrued or
undistributed net income thereon, shall be distributed to the persons
for whom the trust estate is then held, in proportion to the trusts
then held for such persons.

                             ARTICLE  IX

                      EDUCATION OF BENEFICIARIES

Whenever provision is made in this Trust Agreement for the "education"
of a beneficiary, the term "education" shall be construed to include
college and postgraduate study, so long as pursued to advantage by the
beneficiary, at an institution of the beneficiary's choice.  In
determining payments to be made for such college or postgraduate
education, the Trustee shall take into consideration the beneficiary's
related living expenses to the extent they are reasonable.

                              ARTICLE  X

                        SPENDTHRIFT PROVISION

No beneficiary of this trust shall have any right to alienate,
encumber or hypothecate his interest in the trust to claims of his
creditors, or to render such interest liable to attachment, execution,
or other process of law.  The income of this trust shall not be
pledged, assigned, transferred, sold or accelerated, anticipated or
encumbered in any manner whatsoever by any beneficiary, nor shall any
income of the trust be in any manner subject to or liable in the hands
of the Trustee for the debts, contracts or encroachments of any
beneficiary or be subject to any assignments or any other voluntary or
involuntary alienation or disposition whatsoever.  If the creditor of
any beneficiary who is entitled to any distributions from a trust
established under this Trust Agreement shall attempt by any means to
subject to the satisfaction of his claim such beneficiary's interest
in distribution, then, notwithstanding any other provision herein,
until the release of the writ of attachment or garnishment or other
process, the distribution set aside for such beneficiary shall be
disposed of as follows:

A. Distribution to Beneficiary.  The Trustee shall pay to or apply for
the benefit of such beneficiary such sums as the Trustee shall
determine to be necessary for the reasonable health, education and
support of the beneficiary according to his or her accustomed mode of
life.

B. Disposition of Excess.  The portion of the distribution that the
Trustee shall determine to be in excess of the amount necessary for
such health, education and support shall be, in the Trustee's
discretion, added to and become principal of the trust share of such
beneficiary.

                             ARTICLE  XI

                           TRUSTEE'S POWERS

In addition to all other powers and discretion granted to or vested in
the Trustee by law or by this Trust Agreement, the Trustee shall have
full power to do everything it deems to be in the best interests of
the beneficiaries of the trust, including, but not limited to, the
following:

A. Power to Retain Trust Property.  To continue to hold any property
received in trust, including undivided interests in real property, and
to operate any property or any business received in trust as long as
the Trustee, in the Trustee's discretion, may deem advisable,
notwithstanding the fact that any or all of the investments retained
are of a character or size which, but for this express authority,
would not be considered proper for the Trustee.

B. Power to Manage Trust Property.  To manage, control, sell, convey,
exchange, partition, divide, subdivide, improve and repair; to grant
options and to sell upon deferred payments; to lease for terms within
or extending beyond the duration of the trust, for any purpose,
including exploration for and removal of oil, gas and other minerals;
to enter into oil, gas and mineral leases, assignments, farmouts,
farmins and joint ventures; to purchase and sell gas, oil and mineral
royalties, to create restrictions, easements, and other servitudes; to
compromise, arbitrate, or otherwise adjust claims in favor of or
against the trust; to institute, compromise and defend actions and
proceedings; to construct, alter or demolish any buildings; and to
carry such insurance as the Trustee may deem advisable.

C. Power to Invest.  To invest and reinvest the principal and to
purchase or acquire therewith every kind of property, real or
personal, and every kind of investment, specifically including, but
not by way of limitation, commodities of every nature, corporate
obligations of every kind, precious metals such as gold or silver, and
stocks, preferred or common, and to buy stocks, bonds, commodities and
similar investments on margin or other leveraged accounts and to short
sell such accounts, and to buy, sell and write stock and other
security options, and to enter into commercial partnership as a
partner, limited or general, and to operate any business as a sole
proprietor.  To open, operate and maintain a securities brokerage
account wherein any securities may be bought and/or sold on margin,
and to hypothecate, borrow upon, purchase and/or sell existing
securities in such account as the Trustee may deem appropriate or
useful.

D. Power to Retain Trust Property without Diversification.  To retain,
without liability for loss or depreciation resulting from such
retention, original property, real or personal, at any time received
by the Trustee, for such time as the Trustee shall deem best, even
though such property may not be of the character prescribed by law or
by the terms of this trust for the investment of trust funds, and
although it may represent a large percentage of the total trust or
estate property, and without being required to observe the principle
of diversification of trust investments.

E. Power to Retain Unproductive Property.  To retain uninvested all or
any part of the trust estate from such time, and from time to time, as
the Trustee may deem advisable.

F. Power to Borrow.  To borrow money for any trust purpose upon such
terms and conditions as the Trustee may deem proper, and to obligate
the trust estate by mortgage, deed of trust, pledge, or otherwise,
using such procedure to consummate the transaction as the Trustee may
deem advisable.

G. Power to Manage Securities.  To have, respecting securities, all
the rights, powers and privileges of an owner, including the power to
pay assessments and other sums deemed by the Trustee necessary for the
protection of the trust estate; to participate in voting trusts,
pooling agreements, foreclosures, recapitalizations, reorganizations,
consolidations, mergers, and liquidations, and in connection therewith
to deposit securities with and transfer title to any protective or
other committee under such terms as the Trustee may deem advisable; to
exercise or sell stock subscription or conversion rights, to accept
and retain as an investment any securities or other property received
through the exercise of the foregoing powers.

H. Power to Partition, Allot and Distribute.  Upon any division or
distribution of the trust estate, to partition, allot and distribute
the trust estate in undivided interests or in kind, or partly in money
and partly in kind, at valuations determined by the Trustee, and to
sell such property as the Trustee may deem necessary to make division
or distribution.  The power of the Trustee to make distributions in
kind shall include the power to make non-pro rata distributions in
kind without regard to the income tax basis of assets so distributed.

I. Power to Determine Principal and Income.  Except as otherwise
specifically provided in this Trust Agreement, the determination of
all matters relating to principal and income and receipts and expenses
shall be governed by the provisions of the Uniform Principal and
Income Act or similar statute applicable in the State of ***Q5*** from
time to time existing.  Any such matter not provided for either in
this instrument or in the Uniform Principal and Income Act or similar
statute applicable in the State of ***Q5*** shall be determined by the
Trustee in the Trustee's discretion.  The Trustee's powers shall be
subject, at any time that a beneficiary shall be a Trustee hereunder,
to the Trustee's duty to treat income and remainder beneficiaries
equitably.

J. Power to Distribute Income.  To make payments, if any, of the net
income of the trust in quarterly or more frequent intervals as may be
convenient to the Trustee.  Upon the death of the income beneficiary
of the trust during its continuance, any accumulated income which
would have been paid to such beneficiary had he or she survived shall
not be payable to his or her estate but shall be paid to his or her
successors or successor in interest in the trust as hereinabove
provided.

K. Power to Employ Counsel.  To employ counsel and corporate or other
agents in the discharge of their duties and to pay them a reasonable
compensation out of either income or principal, in the Trustee's
discretion, and to rely upon the advice of counsel and to suffer no
liability resulting from any action taken or withheld pursuant to such
advice.

L. Power to Pay Taxes and Expenses Relative to Trust Property.  To pay
from time to time all taxes, assessments, including corporate
assessments, and other charges levied or accruing against or on
account of the trust property, and to pay all expenses of the trust,
including reasonable compensation to the Trustee.  To deduct all said
taxes, assessments, charges and expenses from the income or principal
of the trust as the Trustee may deem proper, giving consideration to
whether it was income or principal or an allocation between them which
gave rise to such taxes, charges and expenses.

M. Power to Hold Trust Property in the Name of a Nominee.  To take
title to any property in its name as Trustee hereunder or in its own
name or in the name of a nominee without disclosing the trust, or, in
the case of securities, to take and keep the same unregistered and to
retain them in such manner that title may pass by delivery; or, in the
case of real estate, to keep deeds unrecorded; or to deposit cash in a
checking or savings account without indication of any fiduciary
capacity.

N. Power to Distribute to or for the Benefit of Minor or Disabled
Beneficiary.  In any case in which a trust share is distributable to a
beneficiary who has not reached majority in the state of his or her
residence, or in any case where mandatory or discretionary payments of
income or principal are to be made to such a minor or other
beneficiary under legal disability, the Trustee may, in its
discretion, distribute income or principal directly to the
beneficiary, to the guardian or parent of the beneficiary, to a bank
account in trust, to a custodianship for the beneficiary or to a
person with whom the beneficiary resides.  The receipt of the
beneficiary, guardian, parent or person shall discharge the Trustee
from its responsibility for the proper expenditure of income or
principal.

O. Power to Pay Taxes.  To pay out of the trust shares or income
interests giving rise to such taxes, all state, federal and local
property taxes, income taxes and all other taxes relating to the trust
estate.

P. Power to Lend.  To lend money to any person, including the probate
estate of either Co-Trustor, provided that any such loan shall be
adequately secured and shall bear a reasonable rate of interest.

Q. Power to Insure.  To carry insurance of such kinds and in such
amounts as the Trustee deems advisable, at the expense of the trust,
to protect the trust estate and the Trustee personally against hazard.

R. Power to Commence or Defend Litigation and to Compromise.  To
commence or defend, at the expense of the trust, such litigation with
respect to the trust or any property of the trust estate as the
Trustee may deem advisable, and to compromise or otherwise adjust
claims or litigation against or in favor of the trust.

S. Power to Withhold Payment Pursuant to Conflicting Claims.  To
withhold from distribution, in the Trustee's discretion, at the time
for distribution of any property in this trust, without the payment of
interest, all or any part of the property, so long as the Trustee
shall determine, in the Trustee's discretion, that such property may
be subject to conflicting claims, to tax deficiencies, or to
liabilities, contingent or otherwise, properly incurred in the
administration of the trust estate.  The Trustee is under no
obligation to make such retentions and shall be under no liability
whatever for the exercise or the failure to exercise such discretion.
The interests of the beneficiaries hereunder shall be vested
regardless of whether or not such assets are so retained, and all
income required to be distributed shall be payable to such
beneficiaries in convenient intervals not less frequently than
quarter-annually.

T. Power to Adjust for Tax Consequences.  To take any action and to
make any election, in the Trustee's discretion, in order to minimize
the tax liabilities of this trust and its beneficiaries or to extend
the time for payment of any tax liabilities.  The Trustee shall
allocate the benefits from such action or election among the various
beneficiaries.  The Trustee shall make adjustments in the rights of
any beneficiaries, or between the income and principal accounts, to
compensate for the consequences of any tax election, investment, or
administrative decision that the Trustee believes has had the effect
of directly or indirectly preferring one beneficiary or group of
beneficiaries over others.

                             ARTICLE  XII

                         LIMITATION OF POWERS

The Trustee is expressly prohibited from exercising any power vested
in the Trustee primarily for the benefit of either of the Co-Trustors
rather than for the benefit of the beneficiaries.  Neither Co-Trustor
shall have the power to purchase, exchange, or otherwise deal with or
dispose of the principal or the income of the trust estate for less
than an adequate and full consideration in money or money's worth or
the power to borrow the principal or income of the trust estate,
directly, or indirectly, without adequate interest or without adequate
security.  The Trustee shall have no power which would cause the trust
estate to be taxable in the estate of the Trustee for federal estate
tax or state inheritance tax purposes.

                            ARTICLE  XIII

                        RECORDS AND ACCOUNTING

The Trustee shall keep and maintain adequate books and records
reflecting all income and principal transactions.  The Trustee shall
render an accounting from time to time, but not less frequently than
every year after any prior accounting, regarding the transactions of
any trust created by this instrument.  Accountings shall also be
rendered by any Trustee within thirty (30) days after his resignation,
removal by a court of competent jurisdiction or removal pursuant to
ARTICLE XIV herein.  Accountings shall be made by delivering a written
accounting to each beneficiary entitled to current distribution out of
income or principal in the Trustee's discretion and to each
remainderman in being.  If any person entitled to receive an
accounting is a minor or is under disability, the accounting shall be
delivered to his parents or the guardian of his person if he is a
minor, or to the conservator of his person if he is under any
disability.  Unless any beneficiary, including parents, guardians, or
conservators of beneficiaries, shall deliver a written objection to
the Trustee within sixty (60) days after receipt of the Trustee's
account, the account shall be final and conclusive in respect to
transactions disclosed in the account as to all beneficiaries of the
trust, including unborn and unascertained beneficiaries.  After
settlement of the account by agreement of the parties objecting to it,
or by expiration of the sixty (60) day period, the Trustee shall no
longer be liable to any beneficiary of the trust, including unborn
children and unascertained beneficiaries, in respect to transactions
disclosed in the account, except for the Trustee's intentional
wrongdoing or fraud.

                             ARTICLE  XIV

                       TRUSTEES AND SUCCESSORS

A. Resignation of Trustee.  Any Trustee of this trust may resign as
Trustee upon the giving of thirty (30) days notice in writing to the
Co-Trustors, or to the survivor of them, or, after the death of both
Co-Trustors, to the beneficiaries of the trust or to the natural or
legal guardians of such beneficiaries.  An accounting shall be
rendered by such resigning Trustee within thirty (30) days after
resignation, in accordance with the terms and conditions of ARTICLE
XIII.

B. Appointment of Successor Trustee.  Upon the death, resignation or
incapacity of ***Q19*** as Trustee, the successor Trustee shall be
***Q20***.  In the event that all of the named Trustees shall die,
resign or be incapacitated, a successor Trustee or successor
Co-Trustees shall be appointed by a majority in interest of the then
living beneficiaries, with a parent or guardian voting for each minor
beneficiary.

C. Notification to Trustee of Events Affecting Beneficial Interests.
Unless the Trustee shall have received actual written notice of the
occurrence of an event affecting the beneficial interests of the
trust, the Trustee shall not be liable to any beneficiary of this
trust for distribution made as though the event had not occurred.

D. Trustee's Liability to Beneficiaries.  No Trustee shall be liable
to any beneficiary or to any heir of the Co-Trustors for the Trustee's
acts or failure to act, except for willful misconduct or gross
negligence.

E. Reimbursement of Expenses to Trustee.  The Trustee shall be
entitled to reimbursement from the trust estate, without limitation to
particular assets, for all reasonable expenses incurred in the
management and protection of trust property, including any expenses
incurred in the conduct of any business operated under the terms of
this trust.

F. Powers and Liability of Successor Trustee.  No successor Trustee
shall be required to conduct an audit or account of the fiduciary
conduct of any previous Trustee and shall incur no liability
whatsoever by its failure to examine the prior trust record.  Every
successor Trustee shall have all of the powers given the originally
named Trustee.  No successor Trustee shall be personally liable for
any act or omission of any predecessor.

G. Powers of Co-Trustees to Act Independently.  Whenever Co-Trustees
are named in the Trust agreement, either Co-Trustee shall have power
to make any decision, undertake any action or execute any documents
affecting the trusts related herein.  If either Co-Trustee disagrees
with the action the other Co-Trustee may be contemplating or has
taken, the objecting Trustee may, in writing, make known his
objections.  Upon the mailing of the objections to the Co-Trustees, by
postage paid first class mail, the objecting Co-Trustee shall be
released from all liability resulting from the action or decision of
the other Co-Trustee.  Any notice required or allowed to be given may
be given under this Trust Agreement to either Co-Trustee.

H. Delegation of Power to Co-Trustee(s).  Any acting Co-Trustee may,
from time to time, delegate to one or more of the remaining acting
Co-Trustees any powers, duties or directions.  Every such delegation
shall be in writing, delivered to the delegate or delegates and shall
remain in effect for the period of time specified in such written
delegation or until earlier revocation in writing is delivered to such
delegate or delegates.  The certification of any Trustee as to the
name and authority of any Trustee acting by reason or delegation or
otherwise shall be sufficient evidence and shall indemnify any person
relying upon such certification.

I. Guardianship or Conservatorship of Trustee.  The establishment of a
Guardianship or Conservatorship of the Trustee, whether it is of the
Estate or the Person, shall cause the trusteeship of such individual
to terminate and to pass to the successor Trustee.  Additionally,
should two physicians, neither of whom is a beneficiary hereunder,
related to either of the Co-Trustors or the Trustee within the second
degree, nor related to any beneficiary of this trust within the second
degree, certify that the Trustee is incompetent to act as Trustee,
such trusteeship shall terminate and pass to the successor Trustee
upon notification of such certification to the Co-Trustors, the
Trustee and each beneficiary for whom a trust is then held.  Should
either Co-Trustor, the Trustee or any beneficiary for whom a trust is
then held object to such certification, such objecting party may seek
a legal determination of incompetence in any court of competent
jurisdiction.

J. Bond of Trustee.  No bond shall be required of any person named as
Trustee or any person appointed as Trustee in the manner specified
herein for the faithful performance of his duties as Trustee.

                             ARTICLE  XV

                       COMPENSATION OF TRUSTEE

Unless waived, the Trustee shall receive as compensation for its
services, such commissions as may customarily be charged by commercial
trust companies for services as a trustee of an irrevocable trust in
the State of ***Q5***.

                             ARTICLE  XVI

                            GOVERNING LAW

The validity of this trust with respect to real property shall be
governed by the state of its situs.  The validity of this trust with
respect to personal property, and the construction, interpretation and
administration of this trust with respect to all property, shall be
governed by the laws of the State of ***Q5*** in force from time to
time.

                            ARTICLE  XVII

                     VALIDITY OF TRUST AGREEMENT

A. Conflict with Jurisdictional Law.  This Trust Agreement shall be
construed in such a manner as to uphold its validity in the event that
any provision would otherwise appear to conflict with the law of the
jurisdiction governing such trust provision in question.

B. Distribution Required by Court.  In the event that any court of
competent jurisdiction shall make a final determination that some
individual or institution other than a named beneficiary hereunder is,
in fact, to be a recipient of a portion or all of this trust estate,
the Trustee shall distribute to such court-determined beneficiary such
share as such court shall order, and the Trustee and attorney for the
trust shall be absolved from any liability whatever for carrying out
such order, and all beneficiaries herein shall be bound by such court
order.  Should any such court make such a determination after any
assets are distributed hereunder, the individual or individuals
receiving such assets shall return them to the Trustee for
redistribution in accordance with the court order.

C. Unenforceable Provisions.  If any provision of this Trust Agreement
is or should become invalid or unenforceable, the remaining provisions
shall, nevertheless, continue in full force and effect.

D. Headings.  The headings, titles and subtitles used herein are for
the convenience of reference only and do not form a part hereof and in
no way modify, interpret or construe the meanings of the provisions
contained herein and shall not affect the construction hereof.

IN WITNESS WHEREOF, ***Q1*** and ***Q2***, Co-Trustors, and ***Q19***,
as evidence of the acceptance of the responsibilities of Trustee
hereunder, have signed this Trust Agreement.



CO-TRUSTORS:



______________________________
***Q1***



______________________________
***Q2***



TRUSTEE:



______________________________
***Q19***





STATE OF ***Q7*** )
                    :   ss.
COUNTY OF ***Q6***)



On the ______ day of _______________, 19___, before me, the
undersigned, a Notary Public in and for said County and State,
personally appeared ***Q1*** and ***Q2***, known to me (or proved to
me on the basis of satisfactory evidence) to be the persons whose
names are subscribed to the within instrument, and acknowledged to me
that they executed the same.

WITNESS my hand and official seal.



______________________________
Notary Public





STATE OF ***Q7*** )
                     :   ss.
COUNTY OF ***Q6***)



On the ______ day of _______________, 19___, before me, the
undersigned, a Notary Public in and for said County and State,
personally appeared ***Q19***, known to me (or proved to me on the
basis of satisfactory evidence) to be the persons whose names are
subscribed to the within instrument, and acknowledged to me that they
executed the same.

WITNESS my hand and official seal.



_______________________________
Notary Public