Election Power of Attorney

ELECTION POWER OF ATTORNEY

Principal Name:   Principal Address:

Principal Entity Type: Individual Corporation Partnership Trust Other   Tax Identification Number:

Agent / Attorney-in-Fact Name:   Agent Address:

Agent Telephone:   Effective Date:

RECITALS

WHEREAS, Principal is authorized and desires to make, revoke, modify or consent to certain elections under applicable federal, state and local law and to perform all acts necessary or expedient to implement such elections; and

WHEREAS, Principal wishes to appoint Agent as its attorney-in-fact with limited authority to prepare, execute, file, amend, and withdraw elections and related instruments and to otherwise act with respect to specified tax, accounting and administrative elections on behalf of Principal; and

WHEREAS, Agent is willing to accept such appointment upon the terms and conditions set forth in this instrument.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Principal hereby appoints Agent and grants Agent the authority set forth below, which Agent accepts and agrees to exercise in accordance with the terms of this Election Power of Attorney (this "Agreement").

1. APPOINTMENT AND SCOPE OF AUTHORITY

1.1 Appointment. Principal hereby appoints Agent as Principal's true and lawful attorney-in-fact, with full power and authority to make, execute, sign, deliver, amend, withdraw and otherwise act on behalf of Principal with respect to elections and consents described in Section 2 below, including the execution and filing of any documents, statements, declarations, consents, waivers, agreements, forms, and certificates required to effectuate such elections.

1.2 Binding Effect. Any action taken by Agent pursuant to this Agreement shall be binding upon Principal, its successors and permitted assigns, and Principal ratifies and confirms all lawful acts performed by Agent within the authority granted herein.

2. SPECIFIC ELECTIONS AUTHORIZED

Agent is specifically authorized, but not limited, to act on behalf of Principal with respect to the following elections and related matters (select applicable items):

S Corporation election (subchapter S) and related consents, effective for tax year(s):

Entity classification elections (check-the-box, entity classification) including making or revoking such elections for specified tax periods:

Accounting method changes, method of accounting consents, and related requests for adjustment for periods indicated:

Partnership audit and adjustment elections and related consents for partnership items and adjustments for tax years:

Revocations, consents, and waivers necessary to implement or revoke elections; and

Other elections as described below:

3. LIMITATIONS AND EXCLUSIONS

3.1 Limitations. Agent shall not have authority to: (a) effectuate any transfer of legal title to real property on behalf of Principal; (b) make gifts; or (c) undertake any action expressly prohibited in writing by Principal in a separate signed instrument delivered to Agent. Any action outside the scope of authority granted herein shall be voidable by Principal.

3.2 No Exclusive Representation. This Agreement does not preclude Principal from executing elections or taking actions directly, nor does it prevent Principal from appointing other agents for other matters unless expressly stated herein.

4. DURATION, REVOCATION AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until revoked in writing by Principal or until terminated in accordance with Section 4.2 below. If Principal does not specify an end date, this Agreement shall remain effective until revoked.

4.2 Revocation. Principal may revoke this Agreement at any time by delivering written notice of revocation to Agent. Revocation shall not affect any actions taken by Agent in good faith prior to receipt of notice of revocation.

4.3 Automatic Termination. This Agreement shall automatically terminate upon Principal's death or adjudicated incapacity, except to the extent otherwise provided by applicable law with respect to completed actions taken in reliance upon this Agreement.

5. AGENT DUTIES; STANDARDS; INDEMNIFICATION

5.1 Duties and Standards. Agent agrees to exercise authority conferred herein in a fiduciary capacity for the benefit of Principal, to act reasonably, in good faith, and with due care, and to maintain records of actions taken on behalf of Principal.

5.2 Indemnification. Principal agrees to indemnify and hold Agent harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Agent's good faith performance of duties under this Agreement, except to the extent caused by Agent's willful misconduct, gross negligence, or material breach of this Agreement.

6. RELIANCE BY THIRD PARTIES

6.1 Third-Party Reliance. Any third party that receives a copy of this Agreement may rely upon Agent's authority and is entitled to rely upon any instrument, election or filing executed by Agent within the scope of this Agreement as fully authorized by Principal.

6.2 Certification of Authority. Principal certifies that Principal possesses the full and legal power to grant the authorities enumerated in this Agreement and that signatures by Agent pursuant to this Agreement shall have the same force and effect as if executed by Principal.

7. COMPENSATION AND EXPENSES

7.1 Compensation. Agent shall be entitled to compensation for services rendered if and as agreed in writing between Principal and Agent. If no agreement is made, Agent may be reimbursed for reasonable expenses actually incurred in performing duties under this Agreement.

8. NOTICES

Any notice, demand or communication required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or first-class certified mail, return receipt requested, to the addresses shown below (or to such other address as either party may designate by written notice).

9. MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

9.2 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating thereto.

9.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

9.4 Amendments. This Agreement may be amended or modified only by a written instrument executed by both Principal and Agent.

9.5 Waiver. The failure of either party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent default of such provision or any other provision.

9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic images of signatures shall be treated as original signatures for all purposes.

10. CERTIFICATION BY PRINCIPAL

Principal certifies under penalty of law that Principal has the full legal capacity and authority to execute this Agreement and to grant the powers stated herein. Principal further certifies that the information provided in this Agreement is true, correct and complete to the best of Principal's knowledge.

11. AGENT ACCEPTANCE

By signing below, Agent accepts the appointment as attorney-in-fact for Principal and agrees to perform the duties and exercise the authority granted by this Agreement in accordance with its terms.

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