Irrevocable Trust Agreement

Irrevocable Trust which is a Qualifying Subchapter-S Trust

Trust Agreement made (Date of Agreement), between

of

, hereinafter called the Grantor, and

, of

, hereinafter called the Trustee.

In consideration of the mutual promises set forth below, the Grantor and the Trustee agree:

I. Transfer in Trust.

The Grantor transfers, assigns, and conveys to the Trustee the property described in Schedule A, attached to this Agreement and incorporated by this reference, receipt of which is acknowledged by the Trustee, the Trustee agreeing that the property, all additions made to it as provided in this Agreement, and all increments, proceeds, investments and reinvestments will be held by the Trustee, in trust, and will be administered and distributed for the use and purposes and on the terms and conditions set forth in this Agreement.

II. Disposition of Income and Principal.

During the continuance of the Trust, the Trustee must hold and administer the Trust property, as follows:

A. The Trustee must pay to or apply the net annual income, as defined in this Agreement, derived from the Trust property to

, or to the legal guardian of

during minority for the benefit of

, until

attains the age of , with payments to be made at least annually.

B. During the continuance of the Trust, the Trustee must have the right to apply for the benefit of

during lifetime any part or all of the principal

of Trust, including any accumulated income, at any time from time to time, as the Trustee deems advisable or useful in the Trustee's sole and absolute discretion to provide for the health, education, maintenance, and support of

during lifetime.

C. When reaches the

age of (age), the Trustee shall transfer and pay over to

absolutely and free of Trust, the entire remaining principal, and any accumulated income held for .

D. On the death of

during the continuance of the Trust, any income earned and undistributed through date of death shall be paid to

estate and income interest in the Trust shall terminate. The Trustee must then pay over the entire remaining Trust principal in equal shares to the surviving issue of

or, if none exist, in equal shares to

, and to

, or the survivor of them. The share apportioned to each such person shall be distributed by the Trustee to absolutely and free of Trust;

except that if the Trustee then holds a separate Qualified Subchapter-S Trust, as defined below, for the benefit of any of such persons, the property apportioned to that person shall be added to separate Qualified Subchapter-S Trust and held as a part of it.

E. The Trustee is empowered and directed to make elections in such time and manner as will qualify the Trust as a Qualified Subchapter-S Trust under Section 1361(d)(3) of the Internal Revenue Code of 1986, as amended, and to administer this Trust pursuant to the requirements of Section 1361(d) in order that the Trust will continue to be treated as a Qualified Subchapter-S Trust for tax purposes.

III. Powers and Duties of Trustee.

In addition to all the powers granted to fiduciaries under the law, the Trustee will have the authority to sell and convey any part or all of the Trust property, whether real, personal, or mixed, at the prices and on the terms the Trustee deems proper; to invest and reinvest all or any part of the Trust assets in such securities, real estate, and other property as may be selected by the Trustee, irrespective of any limitation prescribed by law or custom on the investments of fiduciaries; to borrow money on the terms and conditions the Trustee determines and mortgage or pledge any part or all of the Trust property as security for it; to exercise the voting rights appurtenant to securities and for that purpose to execute proxies or powers of attorney; and to distribute the Trust property kind or in money, or partly in kind and partly in money. The Trustee is further authorized to perform in other acts that the Trustee deems necessary or desirable for the proper administration of this Trust, the generality of this provision not being limited by any of the specific powers granted to the Trustee. The authorities vested in the Trustee may be exercised by the Trustee without the necessity of applying to any court for leave or confirmation.

IV. Rights and Restrictions of Grantor.

Notwithstanding anything contained in this Agreement to the contrary, the Grantor reserves the following rights, privileges, and powers, and will be subject to the following restrictions:

A. The Grantor or any other person will have the right at any time to add property acceptable to the Trustee to the principal of the Trusts, either by last will and testament or other testamentary instrument or by inter vivos transfer, and any property so added will become a part of the Trust and be subject to all the terms and conditions of this Agreement.

B. This Trust will be irrevocable, and the Grantor acknowledges that the Grantor will have no right or power, whether alone or in conjunction with others, and in any capacity, to alter, amend, revoke, or terminate this Trust, or any of the terms of this Agreement, in whole or in part.

V. Tenure, Succession, and Compensation.

The tenure of the Trustee, the appointment of the Trustee's successors, and the powers, duties, and immunities of any successor Trustee will be determined in accordance with the following provisions

A. If the Trustee becomes mentally incompetent or physically disabled,

will serve as Trustee

during the incompetency or disability of the Trustee. If

is unable to serve for any reason, then

will serve.

B. A Trustee may resign at any time, evidencing an intention to do so by written instrument signed, duly acknowledged, and delivered to the Grantor, if living, and if deceased, incompetent, or disabled, to the remaining or successor Trustee, at least

days before the date on which the resignation is to become effective.

C. On the qualification of any successor Trustee, that successor will be vested with the title to the Trust property possessed by that Trustee's predecessor Trustee and will have and enjoy all the powers, duties, and immunities conferred on the predecessor Trustee, including any corporate successor by merger, consolidation, acquisition, or other corporate change of any corporate Trustee.

D. No Trustee acting at any time will be required to give or furnish any bond or other security for the faithful performance of the Trustee's duties in any jurisdiction.

E. Any person, firm, or corporation dealing with or holding under the Trustee will be protected in relying on any recital made by any successor Trustee as provided in this Agreement and any instrument executed by the successor Trustee to the effect that the successor is the qualified acting Trustee.

F. The Trustee is excused from the duty to render any periodic accounts to any court, whether required by statute or otherwise, and the Trustee will take such action for the settlement of the Trustee's accounts at the times and before the courts or without court proceedings as the Trustee, in the Trustee's discretion, determines during the continuance of the Trust.

G. The Trustee will not be required to qualify in such capacity in any court in any jurisdiction, but if the Trustee is required or elects to qualify in that capacity

with any court, the Trustee will not be required to give notice to any beneficiary of the application or petition to qualify, all such notices being waived.

H. The Trustee, including any successor Trustee, will be entitled to receive reasonable compensation for services rendered. Any compensation so paid may be charged against the income from, or the principal of, the Trust property or may be apportioned between income and principal as the Trustee may determine.

VI. Definitions.

The following definitions apply throughout this Trust Agreement:

A. Pronouns, nouns, and other terms include the masculine, the feminine, neuter, singular, and plural forms wherever appropriate to the context.

B. The term education means not only all levels of education in the customary sense, including private tutorials and vocational, professional, and advanced education, but also spiritual education, musical, art, and dancing instruction, and physical education, including summer camps for minor beneficiaries.

C. The term maintenance and support means the maintenance and support of the beneficiaries in accordance with their accustomed manner of living.

D. The term Trustee includes the singular and the plural and means the originally named Trustee or Trustees, as well as any additional, surviving, or successor Trustees, except where the context specifically refers to a particular Trustee.

E. References to the Internal Revenue Code and Code mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated under it, and will be deemed to include corresponding provisions of any subsequent federal tax laws.

F. The term income means income as defined by Section 643(b) of the Code and by the Regulations promulgated under it, except that the term will not include undistributed taxable income of any S Corporation, the shares of which are held by this Trust.

The Grantor and the Trustee have executed this Agreement on (date).

By:

(Signature of Trustee)

(Printed Name of Trustee)

(Acknowledgments)

(Attachment of schedule)