Bill of Sale Form

LAST WILL AND TESTAMENT

OF

I, , an adult resident citizen of , County, North Dakota, being of sound and disposing mind and memory, do hereby make, publish and declare this to be my Last Will and Testament, hereby revoking any and all other wills and codicils heretofore made by me.

ITEM I.

My wife's name is , and she is sometimes referred to herein as "my Spouse". I have children now living and they are: . They are herein referred to individually as "my Child" and collectively as "my Children."

ITEM II.

I appoint my Spouse as Executrix of my Estate under this Will. I direct my Executrix to pay all of my just debts and obligations which may be probated, registered and allowed against my estate as soon as may be conveniently done.

ITEM III.

I hereby direct my Executor to pay all "death taxes" out of the property devised and bequeathed to THE FAMILY TRUST established under the provisions of Item IX of this Will, to the extent the assets of said trust are sufficient to pay the death taxes.

ITEM IV.

I devise and bequeath to my Spouse, if she survives me, any interest I may own in our residence which is occupied by us as a family home, subject to any indebtedness that may be against our home at my death.

ITEM V.

I give and bequeath to my Spouse, if she survives me, my automobiles, clothing, books, jewelry, sport equipment and other personal effects owned by me at the time of my death.

ITEM VI.

I give and bequeath all my household furniture, furnishings, ornamental decorations, silverware, china, pictures, linen, glassware and the like located in my home to my Spouse.

ITEM VII.

A. In the event I am survived by my Spouse, after the payment of any debts, obligations and expenses of my estate, I devise and bequeath to , as Trustee of THE FAMILY TRUST, provided for in Item IX of this Will.

B. In the event I am not survived by my Spouse, these assets shall be distributed as part of my residuary estate.

ITEM VIII.

A. I give, devise and bequeath to my Spouse, if she survives me, all the rest and residue of my estate.

B. If my Spouse shall not survive me, then I devise and bequeath the residue of my estate to THE FAMILY TRUST created by the provisions of Item IX of this Will.

C. My Spouse shall have the right to disclaim all or any part of her interest in any property which I have devised or bequeathed to her.

ITEM IX.

The assets conveyed to THE FAMILY TRUST hereof, reduced by death taxes as provided in Item III hereof, shall be held by , as Trustee, under the terms hereafter set forth, for the benefit of my Spouse and my Children.

A. The Trustee shall distribute to or for the benefit of my Spouse and Children as much of the net income as the Trustee deems advisable for education, support, maintenance and health.

B. In addition to the income distributions, the Trustee may pay principal as the Trustee deems advisable.

C. Upon the death of my Spouse, the Trustee shall divide the assets of this trust into equal and separate shares.

D. The Trustee shall permit any beneficiary to elect to have such trust continue for the balance of that beneficiary's life or until distributed.

E. None of the principal or income of this trust shall be liable for the debts or obligations of any beneficiary.

F. In the event all of the persons and classes designated as beneficiaries of this trust die prior to distribution of all trust assets, the assets shall be distributed one-half to my heirs at law and one-half to the heirs at law of my Spouse.

G. This trust shall be designated and known as THE FAMILY TRUST.

ITEM X.

Any beneficiary shall have the right to disclaim all or any part of his or her interest in any property which I have devised or bequeathed to him or her under this Will.

ITEM XI.

A. Unless otherwise provided herein, the terms "trust" and "trusts" may be used interchangeably and shall mean all trusts created by this Will.

B. Any trust created by this Will is a private trust.

C. The Trustee shall not be required to make physical division of the properties of any trust created herein, except where necessary.

ITEM XII.

A. In making distributions to beneficiaries from a trust created under this Will, the Trustee may make payments directly to the beneficiary, to the guardian, to a relative or guardian, or by applying the payments for the benefit of the beneficiary.

B. If at any time in following the directions of this Will the Trustee is required to distribute all or any part of the principal of a trust created herein outright to a person who is a minor, the Trustee is directed to continue to hold the share of the minor in trust until age twenty-one (21).

C. The interest of every beneficiary of any trust created herein shall vest within the period prescribed by the Rule against Perpetuities.

ITEM XIII.

A. No Trustee shall be required to enter into any bond as Trustee or to file with any court any periodic or formal accounting of the administration of any trust.

B. The Trustee may resign at any time by giving each of the beneficiaries written notice specifying the effective date of such resignation.

C. If the Trustee dies, resigns or becomes unable to serve, the successor Trustee shall be .

D. The resignation of the Trustee shall become effective upon the qualification of the successor Trustee and submission of a full accounting.

E. Any successor Trustee shall be vested with all the rights, powers, duties and discretions conferred upon the original Trustee.

F. Any bank or financial institution serving as Trustee shall receive reasonable compensation for its services.

G. Unless otherwise provided, in referring to the Trustee, any masculine terminology also includes the feminine and neuter or vice versa.

ITEM XIV.

Unless otherwise provided, the administration of any trust herein created shall be governed by the terms and provisions of the Uniform Trustees' Powers Law of North Dakota, as amended.

A. To invest or reinvest the funds belonging to the Trust Estate in units of any common trust fund or mutual fund.

B. To receive additional property conveyed to the trust by any person, and to administer and dispose of the property in accordance with the terms of the trust.

C. To distribute income of the trust in cash or in kind.

D. To sell, transfer, convey, mortgage, lease and dispose of the trust property upon such terms and in such manner as the Trustee shall deem proper.

E. To determine the allocation of receipts and expenses between income and principal.

F. To invest funds in a common fund established by the Trustee pursuant to the Uniform Common Trust Fund Act of North Dakota, if enacted.

G. To merge and consolidate the assets of this trust with another trust.

H. To divide any trust established by this instrument into two or more separate trusts without court approval.

I. To receive and retain all types of property and especially to receive and retain shares of stock in closely-held corporations and non-income producing real estate.

J. To carry out agreements made by me during my lifetime, including the consummation of any agreements relating to the capital stock of corporations owned by me at the time of my death.

K. To borrow money to pay taxes; to exercise subscriptions, rights and options; to pay assessments; to accomplish any other purpose incidental to the administration of the trust.

L. To execute and deliver oil, gas and other mineral leases and related instruments.

M. To manage any farm property, including authority to plant and harvest crops and to make improvements.

N. To terminate any trust if the Trustee determines the assets are of such small value that continued existence is not in the best interest of the beneficiaries.

ITEM XV.

If my Spouse and I die simultaneously, or under circumstances which make it difficult to determine which of us died first, I direct that my Spouse be deemed to have survived me for purposes of this Will.

ITEM XVI.

A. In the event my Spouse is or becomes unable or unwilling to serve as my Executor, I appoint , to serve as my successor Executor.

B. I direct that neither my Executor nor any successor Executor shall be required to make any bond as Executor.

C. My Executor shall have discretion to select property to be distributed in satisfaction of any devise or bequest provided in this Will without respect to the income tax basis of the property.

D. No person dealing with my Executor shall be obligated to see to the application of any moneys, securities, or other property paid or delivered to my Executor.

E. My Executor shall have the power to disclaim any part or all of my interest in any property which is or has been devised or bequeathed to me.

F. In order to avoid depreciation in value of the interests or losses to my estate or my business associates, my Executor shall have authority to continue any business operations in which I am engaged at my death for the time permitted by law.

G. I specifically authorize my Executor to borrow such funds as may be necessary to pay my debts, administration expenses, and taxes of my estate.

H. My Executor shall not be required to reduce any or all of my personal or real property to cash during the administration of my estate.

I. My Executor shall take all actions necessary to comply with any agreements made by me during my lifetime.

J. I authorize my Executor to allocate my generation-skipping transfer tax exemption to and among dispositions of property with respect to which I am the transferor.

K. I further nominate and appoint my Executor herein named to petition the proper Court and to take all necessary action to effect an ancillary administration covering any property I may own in any other state.

IN WITNESS WHEREOF, I have signed and declared this to be my Last Will and Testament on this the day of , 20.

STATE OF NORTH DAKOTA

COUNTY OF

I, , the testator, sign my name to this instrument this day of , 20, and being first sworn, declare to the undersigned authority that I sign and execute this instrument as my will and that I sign it willingly, that I execute it as my free and voluntary act for the purposes therein expressed, and that I am eighteen years of age or older, of sound mind, and under no constraint or undue influence.

____________________________

Testator

____________________________

Typed Name

We, , , the witnesses, sign our name to this instrument, and being first sworn, declare to the undersigned authority that the testator signs and executes this instrument as the testator will and that the testator signs it willingly, and that each of us, in the presence and hearing of the testator, signs this will as witness to the testator signing, and that to the best of our knowledge the testator is eighteen years of age or older, of sound mind, and under no constraint or undue influence.

Subscribed and sworn to and acknowledged before me by , the Testator, and subscribed and sworn to before me by and , witnesses, this day of , 20.

____________________________

Notary Public

My Commission Expires:

(SEAL)