LAST WILL AND TESTAMENT

_________________________

I, _________________________, of _________________________, _________________________, revoke my former Wills and Codicils and declare this to be my Last Will and Testament.

ARTICLE I

PAYMENT OF DEBTS AND EXPENSES

I direct that my just debts, funeral expenses and expenses of last illness be first paid from my estate.

ARTICLE II

DISPOSITION OF PROPERTY

A. Specific Bequests. I direct that the following specific bequests be made from my estate. However, such bequests shall be made only if my spouse, _________________________, and my children do not survive me.

1. _________________________ shall be distributed to _________________________. If this beneficiary does not survive me (or is not in existence), this bequest shall be distributed to _________________________. If this beneficiary does not survive me (or is not in existence), this bequest shall be added to my residuary estate.

B. Tangible Personal Property. Subject to the preceding provisions of this Will, I direct that all of my clothing, jewelry, automobiles, household furniture and furnishings, recreational equipment, all personal effects used by me about my person or home, and other items of tangible personal property be distributed to my spouse, _________________________. C. Residuary Estate. I direct that my residuary estate be distributed to my spouse, _________________________.

ARTICLE III

NOMINATION OF EXECUTOR

I nominate _________________________, of _________________________, _________________________, as the _______________________, without bond or security.

ARTICLE IV

NOMINATION OF GUARDIAN

Should it become necessary to appoint a guardian of the person of a minor child, I nominate _________________________, of _________________________, _________________________, to serve as the Guardian of my surviving children who are minors at the time of my death.

ARTICLE V

_______________________ POWERS

My _______________________, in addition to other powers and authority granted by law or necessary or appropriate for proper administration, shall have the right and power to lease, sell, mortgage, or otherwise encumber any real or personal property that may be included in my estate, without order of court and without notice to anyone.

A. Receive Assets. To receive, hold, maintain, administer, collect, invest and re-invest the estate and trust assets, and collect and apply the income, profits, and principal of the estate and trust in accordance with the terms of this instrument.

B. Receive Additional Assets. To receive additional assets from other sources, including assets received under the Wills of other persons.

C. Standard of Care. To acquire, invest, reinvest, exchange, retain, sell, and manage estate and trust assets, exercising the judgment and care, under the circumstances then prevailing, that persons of prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income as well as the probable safety of their capital. Within the limitations of that standard, the Executor and Trustee are authorized to acquire and retain every kind of property, real, personal or mixed, and every kind of investment, specifically including, but not by way of limitation, bonds, debentures and other corporate obligations, and stocks, preferred or common, that persons of prudence, discretion and intelligence acquire or retain for their own account, even though not otherwise a legal investment for trust funds under the laws and statutes of the United States or the state under which this instrument is administered.

D. Retain Assets. To retain any asset, including uninvested cash or original investments, regardless of whether it is of the kind authorized by this instrument for investment and whether it leaves a disproportionately large part of the estate or trust invested in one type of property, for as long as the Executor or Trustee deems advisable.

E. Dispose of or Encumber Assets. To sell, option, mortgage, pledge, lease or convey real or personal property, publicly or privately, upon such terms and conditions as may appear to be proper, and to execute all instruments necessary to effect such authority.

F. Settle Claims. To compromise, settle, or abandon claims in favor of or against the estate or trust.

G. Manage Property. To manage real estate and personal property, borrow money, exercise options, buy insurance, and register securities as may appear to be proper.

H. Allocate Between Principal and Income. To make allocations of charges and credits as between principal and income as in the sole discretion of the Executor or Trustee may appear to be proper.

I. Employ Professional Assistance. To employ and compensate counsel and other persons deemed necessary for proper administration and to delegate authority when such delegation is advantageous to the estate or trust.

J. Distribute Property. To make division or distribution in money or kind, or partly in either including disproportionate in-kind distributions, at values to be determined by the Executor or Trustee, and the judgment of either in such respect shall be binding upon all interested parties.

K. Enter Contracts. To bind the estate or trust by contracts or agreements without assuming individual liability for such contracts.

L. Exercise Stock Ownership Rights. To 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 other properties of the estate or trust.

M. Duration of Powers. To continue to exercise the powers provided in this Article notwithstanding the termination of the trust until all the assets of the trust have been distributed.

ARTICLE VI

MISCELLANEOUS PROVISIONS

A. Paragraph Titles and Gender. The titles given to the paragraphs of this Will are inserted for reference purposes only and are not to be considered as forming a part of this Will in interpreting its provisions. All words used in this Will in any gender shall extend to and include all genders, and any singular words shall include the plural expression, and visa-versa, specifically including "child" and "children", when the context or facts so require, and any pronouns shall be taken to refer to the person or persons intended regardless of gender or number.

B. Thirty Day Survival Requirement. For the purposes of determining the appropriate distributions under this Will, no person or organization shall be deemed to have survived me, unless such person or entity is also surviving on the thirtieth day after the date of my death.

C. Common Disaster. If my spouse and I die under circumstances such that there is no clear or convincing evidence as to the order of our deaths, or if it is difficult or impractical to determine which person survived the death of the other person, it shall, for the purpose of distribution of my life insurance, property passing under any Trust or other contracts, if any, and property passing under this Will, be conclusively presumed that I predeceased the death of my spouse, and notwithstanding any other provision of this Will, my spouse (or my spouse's estate as the case may be) shall receive the distribution to which my spouse would otherwise be entitled to receive without regard to a survivorship requirement, if any.

D. Liability of Fiduciary. No fiduciary who is a natural person shall, in the absence of fraudulent conduct or bad faith, be liable individually to any beneficiary of my estate or any trust estate, and my estate or the trust estate shall indemnify such natural person from any and all claims or expenses in connection with or arising out of that fiduciary's good faith actions or nonactions as the fiduciary, except for such actions or nonactions which constitute fraudulent conduct or bad faith.

E. Spouse. I am married to _________________________ and all references in this Will to "my spouse" are references to _________________________.

F. Children. I do not have any children at the time of the signing of this Will. However, all references in this Will to "my child" or "my children" include any children born to or adopted by me after the signing of this Will.

G. Beneficiary Disputes. If any bequest requires that the bequest be distributed between or among two or more beneficiaries, the specific items of property comprising the respective shares shall be determined by such beneficiaries if they can agree, and if not, by my _______________________.

IN WITNESS WHEREOF, I have subscribed my name below, this _____ day of _________________, 19___.

____________________________________________________

_________________________

We, the undersigned, hereby certify that the above instrument, which consists of _____________ pages, including the page(s) which contain the witness signatures, was signed in our sight and presence by _________________________ (the "Testator"), who declared this instrument to be his/her Last Will and Testament and we, at the Testator's request and in the Testator's sight and presence, and in the sight and presence of each other, do hereby subscribe our names and addresses as witnesses on the date shown above.

Witness Signature: ________________________________________

Witness Name: _________________________

Witness Address: ___________________________________

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Witness Signature: ________________________________________

Witness Name: _________________________

Witness Address: ___________________________________

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Witness Signature: ________________________________________

Witness Name: _________________________

Witness Address: ___________________________________

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AFFIDAVIT

STATE OF __________________________

COUNTY OF _________________________

Before me, the undersigned, on this day personally appeared _________________________, _________________________, _________________________, known to me to be the Testator and the witnesses, respectively, whose names are signed to the foregoing instrument. All of these persons were first duly sworn by me. _________________________, the Testator, declared to me and to the witnesses, in my presence, that the foregoing instrument is the Testator's Will and that the Testator willingly signed and executed such instrument (or expressly directed another person to sign the instrument for the Testator in the Testator's presence) in the presence of the witnesses, as the Testator's free and voluntary act for the purposes expressed in the instrument. Each of the witnesses declared in the presence and hearing of the Testator that the foregoing instrument was executed and acknowledged by the Testator as the Testator's Will in their presence and that they, in the Testator's presence, hearing and sight and at the Testator's request, and in the presence of each other, did subscribe their names to the instrument as attesting witnesses on the date of the instrument. The Testator, at the time of the execution of such instrument, was of full age, of sound mind, and the witnesses were of adult age and otherwise competent to be witnesses.

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_________________________, Testator

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_________________________, Witness

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_________________________, Witness

Subscribed, sworn to and acknowledged before me by _________________________, the Testator; and subscribed and sworn before me by _________________________, _________________________, witnesses, this ____ day of ____________________, 19____.

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Notary Public, or other officer authorized to take and

certify acknowledgements and administer oaths