LAST WILL AND TESTAMENT OF

__________________________

I, ____________________, of ______________________________ being of sound and

disposing mind, do hereby make, publish and declare the following to be my Last Will and

Testament, revoking all previous will and codicils made by me.

I declare that I am married to ____________________, to which I have referred to herein

as my "spouse", and that I have ______ children now living whose names and birth dates are: (List

Children's Names and Birthdates)

I have ____ deceased children.

All references to "my children" in this will include all of the above-named children and also

any child hereafter born or adopted by me.

I

My spouse and I are executing wills at approximately the same time in which each is the

primary beneficiary of the other. These wills are not being made because of any contractual

agreement between us, and either will may at any time be revoked by either maker at the sole

discretion thereof.

II

I appoint my spouse as personal representative of my will. If unable or unwilling to act, or to

continue to act, as executor of my will, I then appoint ________________________ as personal

representative of my will.

No bond or other security of any kind shall be required of any personal representative

appointed in this will.

My personal representative, whether original, substitute or successor, shall hereafter also

be referred to as my "executor".

III

I direct that my executor pay all of my funeral expenses, all state and federal estate,

inheritance and succession taxes, administration costs and all of my debts subject to statute of

limitations, except mortgage notes secured by real estate, as soon as practical.

IV

I give, devise and bequeath all of the rest, residue and remainder of my estate, of whatever

kind and character, and wherever located, to my spouse, provided that my spouse survives me.

I make no provision for my children, knowing that, as their parent, my spouse will continue

to be mindful of their needs and requirements.

V

If my spouse does not survive me, then I give, devise and bequeath all of the rest, residue

and remainder of my estate, of whatever kind and character, and wherever located, to my children

per stirpes, and I direct that the share of any child of mine who shall have died leaving no issue shall

be divided among my surviving children in equal shares per stirpes.

VI

My executor shall have the following additional powers with respect to my estate, to be

exercised from time to time at my executor's discretion without further license or order of any

court.

Business Interest

To sell or otherwise liquidate, or to continue to operate my executor's discretion, any

corporation, partnership or other business interest received by my estate.

Property of My Estate

To retain any and all property and securities of my estate in the name of my executor as

executor or in my executor's own name.

Retention of Assets

To retain all property and securities of my estate for as long as my executor deems

advisable.

Management of Estate

To invest, lease, rent, mortgage, insure, repair, improve or sell any and all real and

personal property belong to my estate as my executor deems advisable.

Mortgages, Pledges and Deeds of Trust

To enforce any and all mortgages, pledges and deeds of trust held by my estate and to

purchase at any sale thereunder any such real or personal property subject to any mortgage,

pledge or deed of trust.

Litigation

To initiate or defend, at my executor's discretion, any litigation affecting my estate.

Attorneys, Advisors and Agents

To employ and to pay from my estate reasonable compensation to such attorneys,

accountants, brokers, and investment, tax and other advisors as my executor shall deem

advisable.

Adjustment of Claims

To submit to arbitration, to compromise or to release or otherwise adjust, with or without

compensation, any and all claims affecting the trust estate.

Distribution of My Estate

In distributing my estate, to make said distribution wholly or partly in kind by transferring or

allotting such real or personal property or undivided interest therein.

VII

If any person, whether or not related to me by blood or in any way, shall attempt, either

directly or indirectly, to set aside the probate of my will or oppose any of the provisions hereof, and

such person shall establish a right to any portion of my estate, then I give and bequeath the sum of

one dollar ($1.00), only that, and no further interest whatever in my estate to such person.

VIII

In the event that any of my property, or all of it, at the time of my death is community

property under the laws of any jurisdiction, then my will shall be construed as referring only to

my community-property interest therein.

IX

If any portion of my will shall be held illegal, invalid or otherwise inoperative, it is my

intention that all of the other provisions hereof shall continue to be fully effective and operative

insofar as is possible and reasonable.

IN WITNESS WHEREOF, I have hereto set my hand and seal this ____ day of

_______________, 19____.

_____________________________

Signed, sealed, published and declared to be the Last Will and Testament by

________________ in the presence of all of us, who, in the presence and at the request, and in the

presence of each other, have hereunto subscribed our names as witnesses:

WITNESS NAMES AND SIGNATURES WITNESS ADDRESS

__________________________ _______________________

Name:

__________________________ _______________________

Name:

__________________________ _______________________