Real Estate Trust Form

Real Estate Investment Trust

Trust Agreement made , among

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, of , hereinafter called the Trustees, and such other persons as may become parties to this Agreement by acceptance of the shares of beneficial interest issued under this Agreement, hereinafter called the Beneficiaries.

Whereas, the Subscribers have conveyed to the Trustees money and certain real estate (the Trust Property), described in an Exhibit attached to this Agreement as Exhibit A and incorporated by reference; and

Whereas, the Trustees acknowledge that legal title to the Trust Property and any additional property that may be acquired by the Trustees or their successors, as Trustees, and all income and profits from that property, shall be held by them in trust and shall be managed, administered, leased, mortgaged or disposed of by them for the benefit of the Beneficiaries, under the terms of this Agreement;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Designation of Trust

The Trustees shall be collectively designated as Trustees of , and under that name shall perform all acts and execute all instruments necessary to accomplish the purposes of this Trust, in accordance with the terms of this Agreement.

2. Principal Office

The principal office of the Trust shall be at .

3. Tenure of Trustees; Successor Trustees

A. The Trustees named in this Agreement shall serve for the entire term of the Trust, unless their tenure shall be terminated by resignation, death or incapacity to serve. The resignation, death or incapacity of either or both of the Trustees shall not terminate the Trust or in any way affect its continuity.

B. In the event of the resignation, death or inability to serve of either of the Trustees, the other Trustee shall fill the vacancy. On the appointment of a successor Trustee, the successor Trustee shall execute a written acceptance of the Trust that, together with a certificate of his or her appointment signed by the continuing Trustee, shall be filed with office of the of the , as an ancillary Agreement to this Trust Agreement. On his acceptance of the Trust, the successor Trustee shall succeed to all the rights and duties of his predecessor.

4. Vacancy in Both Trusteeships

A. If both Trusteeships become vacant, any beneficiary under this Agreement shall have the right to apply to the presiding judge of the for the , for the appointment of two or more successor Trustees. The appointees must be citizens of the United States of America and residents of , and shall be persons of good standing in the community and competent in the discharge of business matters.

B. Any Trustee so appointed shall administer the Trust subject to the supervision of , which court may require the Trustees to furnish a sufficient bond, and to make such reports and distribution to the Beneficiaries as the court may direct.

5. Compensation of Trustees

Each Trustee shall be paid $ annually for his services, in (i.e. equal, monthly or quarterly) installments, except that any Trustee appointed by under the provisions of Section 4 of this Agreement shall receive such compensation as the above mentioned shall approve.

6. Trustee’s Meetings

The Trustees shall meet monthly on the first of each month. Additional meetings may be held when deemed advisable by either Trustee. The concurrence of both Trustees shall be necessary for the validity of any action taken by them.

7. Trustees’ Powers

A. The Trustees shall have full and absolute power, control and authority over the Trust property held by them at any time under this Agreement and over the business of the Trust to the same extent as if the Trustees were the absolute owners of the property and business in their own right, exercisable without the consent of the Beneficiaries, and subject only to the limitations expressed in this Agreement.

B. The above-described powers shall include, but shall not be limited to, the following:

1. The power to purchase or acquire real property, and to sell, exchange, lease, mortgage, grant easements, pledge or in any manner dispose of, encumber, improve or deal with the property of the Trust or any part of, or any interest in, the Trust on such terms and for such consideration as the Trustees deem proper.

2. The power to borrow or lend money or incur indebtedness with or without security; enter into contracts; deal in commercial paper and evidence of indebtedness; execute, accept, discount, negotiate and deal in commercial paper and evidence of indebtedness; and execute conveyances, mortgages, leases and any other instruments.

3. The power to employ officers, agents, attorneys and servants.

4. The power to adopt and enforce such bylaws or regulations, not inconsistent with this Agreement, as the Trustees may from time to time deem proper.

5. The power to compromise or settle any suits, claims or demands, or waive or release any rights relating to the Trust property.

6. The power to sue and to be sued and prosecute and defend any and all actions affecting the Trust or its business or property.

8. Trustees’ Resolutions

Any resolution of the Trustees authorizing a particular act shall be conclusive evidence in favor of strangers to the Trust that the act is within the Trustees' powers. No purchaser or purchasers from the Trustees shall be bound to see to the application of the money or other consideration paid by the purchaser or purchasers to the Trustees.

9. Indemnification and Reimbursement of Trustees

The Trustees shall be indemnified by and receive reimbursement from the Trust property against and from any and all loss, liability, expenses or damages arising out of any action or omission to act as a Trustee under this Agreement, except to the extent that any such loss, liability, expenses or damages are a result of the Trustee's own willful misconduct. The indemnification or reimbursement shall be limited to the Trust property, and no beneficiary shall be personally liable for such indemnification or reimbursement.

10. Liability of Trustees

A. The Trustees shall not be personally liable for any error of judgment or for an loss arising out of any act or omission to act in execution of any of the powers conferred in this Agreement, so long as the Trustees act in good faith. One Trustee shall not be personally liable for the acts or omissions of the other, or for the acts or omissions of any persons appointed by either of them to assist in the execution of the Trust.

B. All parties dealing with the Trustees shall look only to the Trust property for the payment of their claims, and every instrument to which the Trustees shall be parties or on account of which any liability may be chargeable against the Trust property shall in substance so provide.

11. Beneficiaries of Trust

A. The beneficial interest in the Trust shall be divided into shares, which shares shall have a stated par value or shall be shares of no par value as the Trustees may determine.

B. The Trustees are to issue certificates to the purchasers of these shares, in the form that the Trustees deem proper, in order to evidence the beneficial interests of the purchasers, who shall be the Beneficiaries of the Trust.

C. These shares shall entitle the Beneficiaries of the Trust to participate in all dividends and other distributions of income or principal, as the Trustees, in their discretion, from time to time, may deem advisable.

D. No Beneficiary shall have the right to ask for partition of the Trust property during the continuance of this Trust nor shall any Beneficiary have any interest in any portion of the Trust property as such, and shall have only an interest in dividends and other distributions as provided for in this Agreement.

E. Each Beneficiary shall share in dividends or other distributions in the proportion that the number of shares owned by the beneficiary bears to the total number of shares issued and outstanding.

12. Transfers of Beneficiaries’ Certificates

A. A certificate of beneficial interest in the Trust may be transferred by the holder of the certificate in person, or by an authorized attorney. The transferee must surrender the certificate, duly endorsed for transfer, to the Trustees, who, in turn, shall execute a new certificate representing the share or shares so transferred.

B. The acceptance by a transferee of a certificate transferred to the transferee, or of any certificate issued in place of the transferred certificate, shall constitute the transferee a party to this Agreement and shall bind the transferee to the provisions of this Agreement. No transfer shall be binding on the Trustees until it has been recorded on the transfer books of the Trust.

13. Loss or Destruction of Certificate

In the event of any loss or destruction of a share certificate, the Trustees may issue a new certificate on such conditions as they may deem expedient and proper.

14. Meetings of Beneficiaries

A. The Trustees shall call meetings of the Beneficiaries at such times as they may deem advisable in the best interest of the Trust. Written notice of any meeting, specifying the time, place and purpose of the meeting, must be sent by registered or certified mail to each beneficiary at least days prior to the holding of any meeting. Any notice addressed to a beneficiary at the address listed in the register of the records of the Trustees shall be sufficient notice.

B. The owners of of the issued and outstanding shares, or their proxies, shall constitute a quorum for the purposes of any meeting. A majority of the shares represented and voting at any meeting shall control any action taken at the meeting.

15. Incompetency, Insolvency or Death

A. The insolvency, incompetency or death, of one or more of the Beneficiaries, or the transferee of any shares, shall not terminate the Trust or entitle the legal representative of the Beneficiary, or of the transferee, to an accounting or to any cause of action in any court, or to any right against the Trust property or the Trustees not specifically provided for in this Agreement.

B. The legal representative of any Beneficiary or any transferee shall succeed to the Beneficiary as a shareholder of the Trust.

16. Inspection of Books

Any Beneficiary or the Beneficiary's authorized representative shall have the right, during reasonable hours, to inspect, make an examination of, or make audits of the Trust property in the records of the Trustees in respect to the Trust property. Any Beneficiary or the Beneficiary's authorized representative shall have the right to examine the annual reports of the Trustees and the stock transfer books of the Trust showing the ownership of all shares of the Trust and all transfers of the Trust shares.

17. Termination

A. The Trust shall continue until , unless sooner terminated as provided for in this Agreement. On the termination of the Trust, the Trustees shall liquidate all Trust property and distribute the proceeds among the Beneficiaries according to their beneficial interest in the Trust.

B. The Trust may be terminated by the Trustees at any time prior to , but only with the consent of the Beneficiaries or their proxies owning at least of the outstanding shares. This consent shall be given only at a meeting of the Beneficiaries called specifically for this purpose, pursuant to a notice given as provided for in this Agreement, in which the purpose of the meeting must be specified with clarity and detail.

18. Annual Reports

As soon as possible after the close of each calendar year, but no later than days afterward, the Trustees shall make a written report of the operations of the preceding year. This report must show the receipts, disbursements and earnings of the Trust and the condition of the Trust property. The report must be retained in the principal office of the Trust, and a summary of the report must be mailed to each Beneficiary within days after the end of each calendar year.

19. Amendment

A. This Agreement may be amended in any provision, except that no change may be made in the provisions governing the liability of the Trustees, the agents of the Trustees, or of the Beneficiaries.

B. Any amendment may be considered at any meeting of the Beneficiaries, provided notice of the proposed amendment is included in the notice of the meeting. The consent of the holders of in value of the outstanding shares of interest in the Trust shall be necessary to adopt any amendment to the Trust.

C. Any amendment adopted shall become effective when certified by the Secretary of the Trust countersigned by the Trustees, attached to this Agreement, and a copy of the amendment filed with the of the .

20. Miscellaneous

A. The Trustees shall have no power to personally bind the Beneficiaries.

B. Any person dealing with the Trustees or with the agent of any Trustee, must look only to the Trust property for the payment of any sum due as a result of that dealing. In any instrument executed by the Trustees that creates an obligation of any kind, the Trustees shall in substance provide that no beneficiary is to be held personally liable under that Agreement or that instrument.

21. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

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