Irrevocable Power of Attorney

IRREVOCABLE POWER OF ATTORNEY

This Irrevocable Power of Attorney is made this by Principal Name: whose address is (hereinafter "Principal"), appointing Attorney-in-Fact: whose address is (hereinafter "Agent" or "Attorney-in-Fact").

RECITALS

WHEREAS, the Principal owns legal and beneficial interests in certain property and business matters and desires that those interests be managed and exercised by the Agent as set forth herein;

WHEREAS, the Principal has an interest in certain transactions and has requested that the Agent be granted the authority described below; and

WHEREAS, the Principal intends that this power of attorney be irrevocable and binding on the Principal and the Principal's successors and assigns as permitted by law.

NOW, THEREFORE

The Principal hereby appoints the Agent as the Principal's true and lawful Attorney-in-Fact to act in the Principal's name, place and stead and to exercise the powers set forth below, subject to the terms and limitations of this instrument.

1. GRANT OF AUTHORITY

The Agent is authorized, in the Agent's sole discretion and on behalf of the Principal, to take any and all actions with respect to the Principal's property and affairs that the Principal could lawfully take, including but not limited to the following specific powers:

a. Real Property: to sell, convey, mortgage, lease, manage, improve, encumber, partition, subdivide, dedicate for public use, abandon, or otherwise deal with any real property or any interest therein owned by the Principal, and to execute and deliver deeds, mortgages, leases, releases, and other instruments of transfer or encumbrance.

b. Financial Transactions: to open, maintain, consolidate and close bank and brokerage accounts; to endorse, negotiate and deposit checks and instruments; to withdraw, transfer and invest funds; to enter into and terminate loans, lines of credit and security agreements; and to execute any instruments necessary to effect such transactions.

c. Business Interests and Contracts: to operate, buy, sell, merge, reorganize, or otherwise manage any business interest or contract of the Principal, including the power to sign, modify, or terminate agreements and to exercise any rights as a member, shareholder, partner or manager.

d. Tax Matters: to prepare, sign and file tax returns and other documents; to represent the Principal before taxing authorities; to pay taxes and claim refunds; and to receive confidential tax information, to the full extent permitted by law.

e. Litigation and Claims: to commence, defend, settle, arbitrate, compromise or otherwise resolve claims and litigation on behalf of the Principal; to retain and instruct attorneys; and to execute releases and settlement agreements.

2. IRREVOCABILITY; COUPLED WITH AN INTEREST

This Power of Attorney is irrevocable and is given by the Principal as security for or in connection with an interest, obligation, arrangement or agreement between the Principal and the Agent or a third party. The Principal expressly waives any right to revoke or terminate this instrument except as expressly provided in Section 6. The Principal acknowledges that this Power of Attorney is coupled with an interest and that the Agent's authority granted herein shall survive the death, incapacity, incompetency or bankruptcy of the Principal to the fullest extent permitted by law.

3. EFFECTIVE DATE AND DURATION

This Power of Attorney becomes effective immediately upon execution by the Principal and shall continue in effect until terminated in accordance with Section 6 or by operation of applicable law; provided, however, that the Principal's right to revoke is expressly limited by the Irrevocability provisions of Section 2.

4. DUTIES, LIMITATIONS AND AGENT'S STANDARD OF CARE

The Agent shall act in good faith, in the best interests of the Principal, and with care, competence and diligence. The Agent shall keep accurate records of all receipts, disbursements and actions taken on behalf of the Principal and shall make such records available to the Principal or a successor as reasonably requested. The Agent shall not use the Agent's position to obtain an improper benefit except to the extent expressly permitted by law or by written agreement with the Principal.

The Agent shall not make gifts of the Principal's property, except as the Principal may have expressly authorized in writing in the Special Instructions section below.

5. SUCCESSOR AGENT

If the Agent is unable or unwilling to serve, the following person shall serve as Successor Agent with all powers granted herein:

6. REVOCATION; TERMINATION

Except to the extent expressly permitted by Section 2, the Principal shall not revoke or terminate this Power of Attorney for so long as any obligation, security interest, loan or arrangement for which this Power is given remains outstanding or until termination by written agreement signed by the Agent and the Principal. Any purported revocation that conflicts with the express terms of Section 2 is of no force or effect to the extent inconsistent with such Section.

7. THIRD-PARTY RELIANCE; INDEMNITY

Third parties may rely upon a copy of this instrument, and the Agent's actions under this Power of Attorney shall bind the Principal as fully as if the Principal had acted. Any person or entity dealing with the Agent may rely on the Agent's representation that the Agent is acting within the scope of authority granted by this instrument. The Principal hereby indemnifies and holds harmless any third party who acts in reliance on the Agent's representations absent actual knowledge that the Agent lacks authority.

8. NOTICES

Notices required or permitted by this instrument shall be in writing and shall be effective upon delivery if delivered personally, or upon receipt if sent by certified mail, return receipt requested, or upon confirmed delivery if sent by courier, to the addresses set forth below or as later designated in writing by the parties.

9. AMENDMENTS; WAIVER

This instrument may be amended only by a written instrument signed by the Principal and the Agent. No waiver of any provision of this Power of Attorney shall be effective unless in writing and signed by the party against whom enforcement is sought.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Power of Attorney shall be governed by and construed in accordance with the laws of the state in which the Principal resides at the time of execution. This instrument contains the entire agreement between the parties with respect to the powers granted herein and supersedes all prior powers of attorney concerning the subject matter hereof. If any provision of this instrument is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. COUNTERPARTS; AUTHENTICATION

This document may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one instrument. A photocopy, facsimile or electronic copy (including a PDF) of this instrument shall be treated as an original for all purposes.

ACKNOWLEDGEMENT OF PRINCIPAL'S CAPACITY

The Principal represents and warrants that the Principal is of sound mind and legal capacity to execute this instrument and that no guardianship or similar proceeding affecting the Principal's capacity is pending.

MISCELLANEOUS

The Principal authorizes the Agent to sign and deliver any and all documents and instruments the Agent deems necessary to carry out the powers granted herein, including acknowledgments, affidavits, certifications and notices. The Agent shall not be liable for acts done in good faith under this Power except for willful misconduct or gross negligence.

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