Nevada Last Will and Testament

LAST WILL AND TESTAMENT

OF

I, , an adult resident citizen of County, Nevada, 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." In the event I have a Child or Children born subsequent to the date of execution of this Will, I direct that each such Child and his or her descendants shall share in my estate to the same extent as provided for my Children herein named.

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. For convenience, the Executrix shall be referred to herein as "Executor."

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. In the event the assets of THE FAMILY TRUST are not sufficient to pay all death taxes, my residuary estate should be used to pay such taxes to the extent they are in excess of the assets in the trust.

I specifically authorize and direct my Executor, if my Executor deems it in the best interest of my estate and my beneficiaries to request reimbursement of any such death taxes under the provisions of Section 2207A of the Internal Revenue Code of 1986, as amended, and any similar provision of Nevada law or any other law from any qualified terminal interest property included in my estate for purposes of such 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. If my Spouse shall not survive me, I devise and bequeath my interest in our home to THE FAMILY TRUST created by the provisions of Item IX of this Will, to be held, administered and disposed of in accordance with the terms of that trust.

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. If my Spouse does not survive me, I bequeath these items of personal property as set forth below.

I direct my Executor to divide all such property into two (2) parts, the first of which shall contain so much of such property as my Executor shall determine that I would wish to have preserved for my Children, and the second of which shall contain the balance of such property. I give the first of such parts to such of my Children as survive me, to be divided among them as they may agree, or in the absence of such agreement or if one or more of my Children is a minor, as my Executor shall determine. I direct my Executor to dispose of the second portion of such property by sale or otherwise as my Executor shall determine.

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. If my Spouse does not survive me, I bequeath these items to my Children in equal shares, per stirpes.

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, an amount equal to the largest amount that can pass free of federal estate tax.

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, whether outright or in trust, provided she shall do so within the time period required for the disclaimer to qualify under Section 2518 of the Internal Revenue Code of 1986, as amended, or corresponding provision of any future law.

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 support and maintenance.

B. In addition to the income distributions, the Trustee may pay to or for the benefit of my Spouse and Children as much 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, one share for each of my then living Children, and one share for each Child of mine who is then deceased but who is survived by children.

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

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 designated beneficiaries 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 either directly to the beneficiary, to a guardian, to a relative or guardian, or by applying the payments for the benefit of the beneficiary.

B. If principal is required to be distributed outright to a minor, the Trustee is directed to continue to hold the share of the minor in trust until the minor attains 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 any periodic or formal accounting.

B. The Trustee may resign at any time by giving written notice.

C. If the Trustee dies, resigns or becomes unable to serve, the successor Trustee shall be . If is not living or otherwise unable to serve, the successor Trustee shall be appointed by my Spouse.

D. The resignation of the Trustee shall become effective upon 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.

ITEM XIV.

The administration of any trust herein created, the sale and conveyance of trust assets, the investment and reinvestment of trust assets, and the rights, powers, duties and liabilities of the Trustee shall be governed by the terms and provisions of the Uniform Trustees' Powers Law of Nevada, as amended.

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.

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 as my Executor, in my Executor's sole discretion, deems best.

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 .

I, , having signed this Will in the presence of and who attested it at my request on this the day of , 20 at , declare this to be my Last Will and Testament.

The above and foregoing Will of was declared by in our view and presence to be his/her Will and was signed and subscribed by the said in our view and presence and at his/her request and in the view and presence of , in the view and presence of each other, we, the undersigned, witnessed and attested the due execution of the Will of on this the day of , 20 .

State of Nevada

County of

(Date)

Then and there personally appeared the within-named and , who, being duly sworn, depose and say: That they witnessed the execution of the within will of the within-named testator, .

Subscribed and sworn to before me this day of , 20 .

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