Massachusetts Revocable Living Trust Agreement

REVOCABLE LIVING TRUST AGREEMENT

This Revocable Living Trust Agreement (hereinafter "Trust") is being made on this day of , , by and between of County, State of Massachusetts, hereinafter referred to as the Trustor and the Trustee designated below and shall be governed and administered in accordance with the following terms and provisions:

ARTICLE I

NAME OF TRUST

1. NAME OF TRUST: This trust may be referred to as THE REVOCABLE LIVING TRUST and is created in accordance to the General Laws of Massachusetts, Part II, Title II, Chapter 203.

ARTICLE II

IDENTIFICATION

2. TRUSTOR AND BENEFICIARIES: The Trustor or Settlor of this trust is , an Individual, residing at , , Massachusetts . The Trustor is the parent of the following living children:

The Beneficiary of the Trust during the lifetime of the Trustor is the Trustor. Except as otherwise provided herein, upon the death of the Trustor, the Beneficiaries are the Children of the Trustor.

ARTICLE III

TRUSTEE APPOINTMENT

3. TRUSTEE APPOINTMENTS: The Trustor hereby appoints , the Trustor, as Trustee of this Trust. If the Trustor is unable to serve as Trustee for any reason, then the Trustor hereby appoints as Successor Trustee. If neither the first or second Trustee are able to serve as Trustee for any reason, then the Trustor hereby appoints as Successor Trustee, whether one or more.

ARTICLE IV

ASSETS OF TRUST

4. ASSETS OF TRUST: All rights, title, and interest in and to all real and personal property, tangible or intangible, listed on the attached Exhibit “A”, is hereby assigned, conveyed and delivered to the Trustee for inclusion in this Trust.

5. ADDITIONS TO TRUST PROPERTY: Additional property may be conveyed to the Trust by the Trustor, or any other third party at any time. Trustor may execute such other documents as is necessary to effectuate the assignment of property to this Trust.

6. RIGHTS TO TRUST ASSETS: Except as specifically provided herein, the Beneficiaries of this trust shall have no rights to any assets of the trust.

ARTICLE V

TRUSTEE POWERS AND OTHER PROVISIONS

7. POWERS: The Trustor does hereby grant to the Trustee all powers necessary to deal with any and all property of the Trust as freely as the Trustor could do individually. The Trustee shall at all times and in all actions act as a fiduciary in good faith. Trustee is hereby granted all powers contained herein and all powers conferred upon Trustee under the applicable statutes and laws of the State of Massachusetts, to the broadest extent possible.

(A) TRUST ASSETS: The Trustee is hereby authorized and granted all powers necessary to retain as a permanent investment of the Trust, or for such time as the Trustee shall deem advisable, the original assets of the Trust and all other property later transferred, devised or bequeathed to the Trustee, without liability for loss or depreciation resulting from such retention.

(B) NONPRODUCTIVE ASSETS: The Trustee is hereby granted all powers and authority necessary to hold uninvested cash, and to retain, acquire, and hold unproductive realty or personalty for any periods deemed advisable by the Trustee, even though the total amount so held is disproportionate under trust investment law or would not be permitted without this section.

(C) INVESTMENT POWERS: The Trustee is hereby granted all powers necessary to invest and reinvest any and all of the property of the Trust in any and all types of property, security or other asset deemed by the Trustee to be in the best interests of the Trust as a whole, without limitation or regard to yield rates or income production.

(D) SECURITIES: The Trustee is specifically authorized, in his or her discretion, to maintain brokerage margin accounts, to buy, sell or transfer options, warrants, puts, calls, commodities, futures contracts, and repurchase contracts, and to exercise any options, rights, and conversion privileges pertaining to any securities held by the Trustee as Trust assets.

(E) ADDITIONAL PROPERTY: The Trustee is specifically authorized to receive additional property from any source and to hold and administer this property as part of the Trust Estate.

(F) SELL AND LEASE: The Trustee is hereby granted all powers necessary to sell, convey, lease, transfer, exchange, grant options to purchase or otherwise dispose of any Trust asset on any terms deemed by the Trustee to be in the best interests of the Trust, to execute and deliver deeds, leases, bills of sale, and other instruments of whatever character, and to take or cause to be taken all action deemed necessary or proper by the Trustee in furtherance of this authority.

(G) INSURANCE: The Trustee is specifically authorized to insure Trust property and assets with any insurer against any hazards, foreseeable or unforeseeable, including public liability, and to use insurance proceeds to repair or replace the asset insured, at the discretion of the Trustee. In addition, the Trustee may carry or purchase life insurance on the life of any Trust beneficiary, and may exercise or release any rights with regard to such policy.

(H) BORROWING AND LENDING: The Trustee is specifically authorized to lend Trust funds to any borrower, on any terms deemed advisable, and to change the terms of these loans at any time and for any reason. This authorization includes the power to extend loans beyond maturity with or without renewal and without regard to the existence or value of any security, and to facilitate payment, to change the interest rate, to consent to the modification of any guarantee, and to forgive loans in their entirety.

The Trustee is further granted all powers necessary to borrow whatever money the Trustee deems desirable for any Trust on any terms from any lender, and to mortgage, pledge or otherwise encumber as security any assets of the borrowing Trust.

(I) MODIFICATION OF TERMS: The Trustee is specifically authorized, incident to the exercise of any power, to initiate or change the terms of collection or of payment of any debt, security, or other obligation of or due to any Trust, upon any terms and for any period, including a period beyond the duration or the termination of any or all Trusts.

(J) CLAIMS: The Trustee is hereby granted all powers necessary to compromise, adjust, arbitrate, sue on, defend, or otherwise deal with any claim, upon whatever terms the Trustee deems advisable, against or in favor of any Trust, and to abandon any asset the Trustee deems of no value or of insufficient value to warrant keeping or protecting.

(K) DISTRIBUTIONS: The Trustee is specifically authorized to distribute any shares of the Trust in cash or in property, or partly in each, and the Trustee's valuations of and selection of assets upon making distribution shall, if made in good faith, be final and binding on all beneficiaries.

(L) NOMINEE: The Trustee is specifically authorized to hold any or all of the Trust assets, real or personal, in the Trustee's own name, the name of any Co-Trustee, corporation, partnership, or any other person as the Trustee's nominee for holding the assets, with or without disclosing the fiduciary relationship.

(M) FORECLOSURE: The Trustee is specifically authorized to foreclose on any mortgage, to bid on the mortgaged property at the foreclosure sale, or acquire mortgaged property from the mortgagor without foreclosure, and to retain or dispose of the property upon any terms deemed advisable by the Trustee.

(N) ENCUMBRANCES: The Trustee may pay off any encumbrance on any Trust asset and may invest additional amounts of money in the asset, as the Trustee deems appropriate, to preserve the asset or to increase its productivity.

(O) VOTING: The Trustee may vote stock for any purpose, either in person or by proxy, may enter into a voting trust, and may participate in corporate activities related to a trust in any capacity as permitted by law, including service as officer or director.

(P) REORGANIZATION: The Trustee is hereby granted all powers necessary to unite with other owners of property similar to any property held in this Trust in carrying out the foreclosure, lease, sale, incorporation, dissolution, liquidation, reincorporation, reorganization, or readjustment of the capital or financial structure of any association or corporation in which any Trust has a financial interest; to serve as a member of any protective committee; to deposit Trust securities in accordance with any plan agreed upon; to pay any assessments, expenses, or other sums deemed expedient for the protection or furtherance of the interests of the beneficiaries; and to receive and retain as Trust investments any new securities issued pursuant to the plan, even though these securities would not constitute authorized Trust investments without this provision.

(Q) PURCHASE FROM ESTATE OR TRUST: The Trustee is specifically authorized to purchase property of any type, whether real or personal, from a Trustor or beneficiary's estate or Trust for their benefit upon such terms and conditions, price and terms of payment as the Trustee and the respective personal Representative shall agree upon, and may hold any property so purchased in Trust although it may not qualify as an authorized Trust investment except for this provision, and may dispose of such property as and when the Trustee shall deem advisable.

(R) ASSISTANTS AND AGENTS: The Trustee is hereby granted all powers necessary to employ any person or persons the Trustee deems advisable for the proper administration of any Trust, including but not limited to: attorneys-at-law, accountants, financial planners, brokers, investment advisors, realtors, managers for businesses or farms, technical consultants, attorneys-in-fact, agents and any other consultants and assistants.

(S) RESERVES: The Trustee is hereby authorized to set aside and maintain reserves for the payment of present or future expenses, including but not limited to: taxes, assessments, insurance premiums, debt amortizations, repairs, improvements, depreciation, obsolescence, maintenance, fees, salaries and wages, as well as to provide for the effects of fluctuations in gross income, and to equal or apportion payments for the benefit of income beneficiaries under the Trust.

(T) MANAGEMENT OF REALTY: The Trustee is specifically authorized to deal with real and personalty, including oil, gas, and mineral rights in any manner lawful to an owner on any terms and for any period, including periods beyond the duration or termination of any Trusts.

(U) BUSINESS: With respect to any business that is part of or may become part of any Trust, no matter how such business may be organized, the Trustee is hereby granted the authority to:

a. hold, retain and continue to operate such business solely at the risk of the Trust estate and without liability to the Trustee for any resulting losses;

b. incorporate, dissolve, liquidate, or sell such business at any time and upon any terms as the Trustee deems advisable.

c. engage in the redemption of stock and to take such actions as are necessary to qualify the redemption under IRC Sections 302 or 303 and the applicable requirements of state law.

d. create a special lien for the payment of deferred death taxes under IRC Section 6324, or similar provisions of state law.

e. create, continue, or terminate an S-Corporation election.

8. AUTHORITY TO ACT: The approval of any court, the Trustor, or any beneficiary of any Trust created by this Trust shall not be required for any dealings with the Trustee of this Trust, and any person so dealing with the Trustee of this Trust shall assume that the Trustee has the same power and authority to act as any individual does in the management of his or her own affairs.

ARTICLE VI

TRUST ADMINISTRATION DURING LIFE OF TRUSTOR

9. MANAGEMENT OF TRUST PROPERTY: All property of the Trust shall be managed by the Trustee at the direction of the Trustor. The Trustee shall collect all income of the Trust, and shall pay from the income such amounts and to such persons as the Trustor may from time to time direct.

10. INCAPACITY OF TRUSTOR: During any period of incapacitation of the Trustor, as defined by this Trust Agreement, the Successor Trustee may apply or expend all or a part of the income and principal of this Trust, or both, for the health and maintenance of the Trustor, in his or her accustomed manner of living.

11. RESERVATION OF RIGHTS: Except during periods of incapacitation as defined by this Trust Agreement, upon delivery to the Trustee of a written instrument, signed and acknowledged by the Trustor, the Trustor does hereby reserve during his or her lifetime the following rights:

(A) To revoke this Trust Agreement in its entirety and to recover any and all remaining property of the Trust after payment of all Trust administration expenses,

(B) To alter or amend this instrument in any and every particular at any time and from time to time,

(C) To change, at any time and from time to time, the identity or number, or both, of the Trustee and/or Successor Trustee,

(D) To withdraw from the operation of this Trust, at any time and from time to time, any or all of the Trust property.

ARTICLE VII

DISTRIBUTIONS DURING LIFETIME OF TRUSTORS

12. GENERAL DISTRIBUTIONS: The following options are available to the Trustee regarding the distribution of principal or income to or for a beneficiary:

(A) Payments may be made directly to the beneficiary as an allowance, in such amounts as the Trustee may deem advisable;

(B) Payments may be made to the Guardian of the beneficiary.

(C) Payments may be made to a relative of the beneficiary upon the agreement of such relative to expend such income or principal solely for the benefit of the beneficiary.

(D) The Trustee may expending such income or principal directly for the beneficiary.

(E) In making distributions of income or principal, the Trustee shall be mindful of the Beneficiaries health, education, support, maintenance, comfort and general welfare needs.

13. RESIDENCE: A residence may be purchased or otherwise obtained by the Trustee for the benefit of an income beneficiary of any Trust for use by the beneficiary and his or her family. Rent shall not be charged to said beneficiary and expenses of maintaining such residence may be borne by the Trust, the beneficiary, or partly by each, as the Trustee may deem proper.

14. OTHER PAYMENTS: At the request of any Trustor in writing, the Trustee shall make lump sum or periodic payments to any third party designated by such Trustor.

ARTICLE VIII

TRUST ADMINISTRATION AFTER TRUSTOR’S DEATH

15. TRUSTEE: Upon the death of the Trustor, the Successor Trustee shall continue to administer the assets of this Trust, as well as any other property received by this Trust from any source, and shall distribute said assets as provided herein.

16. BENEFITS PAYABLE TO TRUST: Upon the death of the Trustor, the Trustee is hereby authorized to take any and every action necessary to collect any and all benefits payable to the Trust, including but not limited to proceeds from life insurance policies, retirement plans, or IRA’s.

17. LIABILITIES OF TRUSTOR’S ESTATE: Prior to the distribution of any assets of this Trust, the Trustee may, at his or her sole and absolute discretion, pay to the Trustor’s estate, from the principal or income of the Trust, any or all of the Trustor’s just debts, funeral expenses, and administration expenses of the Trustor’s estate.

18. TAXES: Upon the death of the Trustor, all estate and inheritance taxes that become due and payable upon all of the property comprising the Trustor’s gross estate, without regard to how such property passes, shall be paid by the Trustee either to the estate of the Trustor or to the appropriate tax agency.

19. ADDITIONAL DISTRIBUTIONS: The Trustee is hereby authorized to pay to the Probate Estate of the deceased Trustor as much of the income and principal of this Trust as the Trustee deems necessary for any purpose, in addition to the other distributions provided for in this Trust.

20. GIFTS: The Trustee shall, upon the death of the Trustor, make such gifts of the tangible personal property of the Trustor held or acquired by this Trust as may be directed by the Trustor’s Will or any list, letter, or other writing of the Trustor permitted by the Will of the Trustor, or as may be directed by a list, letter or other writing designated as Schedule B of this Trust, whenever made.

ARTICLE IX

TRUSTOR’S DEATH

21. DISTRIBUTIONS: Upon the death of the Trustor, the following distributions shall be made from the property of this Trust after payment of the Trustor’s just debts, funeral expenses, expenses of any last illness, and the other distributions otherwise provided for in this Trust:

(a) DISPOSITION OF TRUST ESTATE ON DEATH OF THE TRUSTOR: If any of the children of the Trustor survives the Trustor, but none of the children are under the age of twenty-one (21) years at the time of the death of the Trustor, the Trustee shall divide the Trust property into as many shares of equal market value as are necessary to create one share for each of the Trustor’s children who survive the Trustor and one share for each of the Trustor’s children who predecease the Trustor but who leave issue surviving him or her.

(b) SPRINKLING TRUST: The Trustee shall hold, administer, and distribute the assets of the Sprinkling Trust as follows:

(i) DISCRETIONARY PAYMENTS BEFORE DIVISION INTO SHARES. At any time or times before the division of the Trust into shares as provided below in this section, the Trustee shall pay to or apply for the benefit of any one or more of the Trustor’s then-living children and the then-living issue of any then-deceased children of the Trustor so much of the net income and principal of the Trust as the Trustee deems proper for the health, education, support, and maintenance of each of them.

(ii) DISCRETIONARY PAYMENTS OF INDIVIDUAL TRUSTS. At any time or times during the term of the individual Trust to be created for each of the then-living children of the Trustor, the Trustee shall pay to or apply for the benefit of the child so much of the net income and principal of the individual trust as the Trustee deems proper for the child’s health, education, support, and maintenance.

(iii) TERMINATION AND DISTRIBUTION OF INDIVIDUAL TRUSTS. The individual trust shall terminate when the child reaches the age of 21 years and the individual trust assets shall be distributed outright to the beneficiary of the trust.

(iv) TERMINATION OF INDIVIDUAL TRUST ON DEATH OF CHILD. The Trust shall terminate on the death of the child for whom the trust was created.

(v) FINAL DISPOSITION. If the trust property is not completely disposed of by the preceding provisions, the indisposed-of portion shall be distributed outright to my children in equal shares, per stirpes.

(c) SPRINKLING TRUST FOR ISSUE. Each share or portion of the Trust estate, or of the Trust property of any other Trust created by this Trust instrument, that is allocated to a Sprinkling Trust for Issue for the benefit of the beneficiaries when any beneficiary is under the age of twenty-one (21) years shall be held, administered, and distributed by the Trustee as a separate Trust, as follows:

(i) BENEFICIARIES. The beneficiaries of this Trust are all the issue of a deceased child of the Trustors or all issue of the Trustors, as the case may be, for whom this Trust is created pursuant to the other provisions of this Trust instrument.

(ii) DISCRETIONARY PAYMENTS. At any time or times during the Trust term, the Trustee shall pay to or apply for the benefit of each of the beneficiaries so much of the net income and principal of the Trust as the Trustee deems proper for the health, education, support, and maintenance of each of them.

(iii) DISTRIBUTION ON TERMINATION. The Trust shall terminate when there are no living beneficiaries who are under 21 years of age. On termination, the Trustee shall distribute the Trust property outright to the then-living beneficiaries.

(iv) FINAL DISPOSITION. If the Trust property is not completely disposed of by the preceding provisions, the indisposed-of portion shall be distributed outright as follows: to my children, equally, per stirpes.

22. DEATH OF BENEFICIARY: Should a named beneficiary die before a complete distribution of this Trust is made, and that Beneficiary leave no living issue, then that beneficiary’s share shall go to the surviving Beneficiaries.

ARTICLE X

TRUSTEE PROVISIONS

23. THIRD PARTIES: Any person dealing in good faith with the Trustee shall deal only with the Trustee and shall presume the Trustee has full power and authority to act on behalf of the Trust.

24. COMPENSATION: Any beneficiary of this Trust serving as Trustee shall do so without compensation for his or her services, except that the Trustee shall be reimbursed for reasonable expenses incurred in the administration of the Trust.

25. BOND AND QUALIFICATIONS: Bond shall not be required of the Trustee or any Successor Trustee. The Trustee and any Successor Trustee shall not be required to qualify in any court and is hereby relieved of the requirement of filing any document and accounting in any court or beneficiary.

26. SUCCESSOR TRUSTEE(S): No Successor Trustee shall be responsible for acts of any prior Trustee.

27. REMOVAL OF SUCCESSOR TRUSTEES: A Successor Trustee may be removed by the last individual to serve as Trustee; however, if that person is deceased or incapacitated, the Successor Trustee may be removed by a majority vote in interest in Trust income.

28. DELEGATION OF POWERS: Any management function of any Trust may be delegated by any Trustee to any Successor Trustee, even if such Successor Trustee is not then serving as Trustee.

29. LIMITED AMENDMENT POWER: The Trustee shall enjoy a limited power to amend management functions of this Trust only as may be required to facilitate the convenient administration of this Trust, to deal with the unexpected or the unforeseen, or to avoid unintended or adverse tax consequences.

30. RESIGNATION OF TRUSTEE: Any Trustee may resign by writing filed among the trust papers effective upon the trustees’ discharge.

31. NONLIABILITY FOR ACTION OR INACTION BASED ON LACK OF KNOWLEDGE OF EVENTS. When the happening of any event affects the administration or distribution of the trust, a trustee who has exercised reasonable care to ascertain the happening of the event is not liable for any action or inaction based on lack of knowledge of the event.

32. TRUSTEE AS BENEFICIARY. A trustee who is also a beneficiary of the trust may exercise powers to make discretionary distributions, allocations, or distributions to satisfy a legal obligation of the trustee.

33. WAIVER OF ACCOUNTING. Except as otherwise provided herein, neither this trust, nor any Trustee, shall be required to provide an accounting to any Beneficiary.

ARTICLE XI

TRUST ADMINISTRATION

34. ALLOCATION TO PRINCIPAL AND INCOME – SEPARATE TRUSTS: All expenses and all receipts of money or property paid or delivered to the Trustee may be allocated to principal or income in the sole discretion of the Trustee.

35. ALIENATION: Excepting the Trustor, no income or principal beneficiary of any Trust shall have any right or power to anticipate, pledge, assign, sell, transfer, alienate or encumber his or her interest in the Trust, in any way.

36. TERMINATION OF TRUST: Should the aggregate principal of any Trust at any time be valued at Twenty Thousand Dollars ($20,000) or less, the Trustee may, in his or her sole discretion, terminate such Trust and distribute the assets of the Trust to the beneficiaries in proportion to each beneficiary’s share of the Trust.

37. ELECTIONS: The Trustee and the Personal Representative of the Trustor's estate will have various options in the exercise of discretionary powers, and may exercise any such discretion without incurring liability to any beneficiary.

38. BENEFICIARY DESIGNATION: Upon written designation by the Trustor of a beneficiary for a qualified plan or IRA benefits made payable to this Trust, the Trustee shall distribute the right to receive such benefits to the designated beneficiary.

39. CERTIFICATE OF TRUST: The Trustee is hereby authorized and granted all powers necessary to execute a Certificate of Trust, describing any Trust matter, including but not limited to a description of the Trust terms, the administrative powers of the Trustee and the identity of any current Trustee.

40. REGISTRATION OF TRUST ASSETS: Assets of this Trust during the Trustor’s lifetime shall be registered as follows: , Trustee, or his or her successors in trust, under THE REVOCABLE TRUST, dated the and any amendments thereto.

41. TAX IDENTIFICATION: This Trust shall be identified during the Trustor’s lifetime by the Trustor's Social Security Number . Upon the Trustor’s death, the Trustee shall then apply to the IRS for a tax identification number for the Trust and any other Trust created by this Trust Agreement.

42. SPENDTHRIFT CLAUSE: The interest of any Beneficiary of this Trust in the income and principal shall not be subject to claims of his or her creditors, or others, or be liable to attachment, execution, or other process or law and no Beneficiary shall have the right to encumber, hypothecate, or alienate his or her interest in any of the trust in any manner except as provided herein.

43. PERPETUITIES CLAUSE: All Trusts created by this instrument and interests therein shall vest in their then beneficiary twenty-one years after the death of the last of the issue of the Trustor who was alive when the Trustor died, notwithstanding any provision of this Trust to the contrary.

ARTICLE XII

TERMS AND DEFINITIONS

44. INCAPACITATED: For the purposes of this Trust Agreement, if a Trustee or a beneficiary is under a legal disability, or by reason of illness, mental or physical disability is, in the written opinion of two doctors currently practicing medicine, unable to properly manage her affairs, he or she shall be deemed incapacitated.

45. REHABILITATION: For the purposes of this Trust Agreement, as a Trustee or as a beneficiary, shall be deemed rehabilitated when he or she is no longer under a legal disability or when, in the written opinion of two doctors currently practicing medicine, he or she is able to properly manage his or her own affairs.

46. GUARDIANSHIP: During any period of incapacity or incompetence, the Trustor does hereby nominate as Guardian of the Trustor’s property the same person(s) in name and order of succession who serve as Trustee as provided herein.

47. SURVIVORSHIP: This Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the parties hereto.

48. APPLICABLE LAW: This Agreement shall in all respects be construed and regulated according to the laws of the State of Massachusetts.

49. TRUSTEE AND TRUST: The term “Trustee" refers to the single, multiple and Successor Trustee, who at any time may be appointed and acting in a fiduciary capacity under the terms of this agreement.

50. GENDER - SINGULAR AND PLURAL: Where appropriate, words of the masculine gender include the feminine and neuter; words of the feminine gender include the masculine and neuter; and words of the neuter gender include the masculine and feminine.

51. IRC: The term "IRC" refers to the Internal Revenue Code and its valid regulations.

52. SERVE OR CONTINUE TO SERVE: A person cannot "serve or continue to serve" in a particular capacity if they are incapacitated, deceased, have resigned, or are removed by a court of competent jurisdiction.

53. ISSUE: The term "issue", unless otherwise designated herein, shall include adopted "issue" of descendants and lineal descendants, both natural and legally adopted indefinitely.

54. NOTICE: No person shall have notice of any event or document until receipt of written notice.

55. MERGER: The doctrine of merger shall not apply to any interests under any Trust.

56. REPRESENTATION: In any Trust matter a beneficiary whose interest is subject to a condition shall represent the interests in the Trust of those who would take in default of said condition.

IN WITNESS WHEREOF, on this the day of , , Trustor, and Trustee have signed this Instrument.

STATE OF MASSACHUSETTS

COUNTY OF

Personally appeared before me, a Notary Public, in and for said county and state, on this day of , , the within named , known to me, or satisfactorily proven, to be the person whose name is subscribed to the within instrument and who acknowledges that he/she/they executed the same for the purposes therein contained.

My Commission Expires:

THE REVOCABLE LIVING TRUST

Schedule A

The sum of One Hundred Dollars ($100.00) in cash.

TOGETHER WITH: