JOINT REVOCABLE LIVING TRUST

This Joint Living Trust Agreement (this "Agreement") is made this day of
, between and
(the "Grantors or Beneficiaries") of , and
of
, and
of
(collectively, the Trustee"). In consideration
of the mutual covenants and promises set forth in this Agreement, the Grantor and the Trustee
agree as follows:
I. PURPOSE. The purpose of this Agreement is to establish a Trust to receive and manage
assets for the benefit of the Grantors during the Grantors' lives, and to further manage and
distribute the assets of the Trust upon the death of the surviving Grantor.

II. FUNDING OF TRUST. This Trust shall be funded with assets transferred to this Trust by
either or both the Grantors at the time of creating this Trust, or at any later time. This Trust may
also receive property from any person or entity who is acting under the authority granted to that
person or entity by the Grantors. It is also expected that this Trust may receive assets pursuant to
the terms of either of the Grantors' Last Will and Testament.

III. MANAGEMENT OF TRUST ASSETS. The Trustee shall manage and distribute the trust
assets for the benefit of the Beneficiaries in accordance with the terms of this Agreement.

IV. DISTRIBUTIONS DURING THE JOINT LIVES OF THE GRANTORS. During the lives
of the Grantors, the Trustee shall distribute to or for the benefit of the Grantors, or the survivor of
them, or as the Grantors may designate, as much of the net income and/or principal as the Trustee
(in the Trustee's sole discretion) may determine is necessary for the health, support, education, and
maintenance of the Grantors in the manner to which the Grantors have become accustomed to
living
at the time of establishing this Trust. Such distributions shall be made at least .
The Grantors may change the amount of distribution at any time by providing notice to the
Trustee. Any excess income shall be retained in the Trust and added to its principal at the
discretion of the Trustee.

A. Payments During a "Disability" of a Grantor. During any period that a "Grantor" has a
"disability", the Trustee may pay to or for the benefit of such Grantor such amounts of income and
principal as the Trustee believes in the Trustee's sole discretion to be required for (i) such
Grantor's support, comfort, and welfare, (ii) such Grantor's accustomed manner of living, or (iii)
any purpose that the Trustee believes to be in the best interest of such Grantor.

B. Disability Defined. For the purposes of this Trust, "disability" shall mean a legal disability
or the inability to provide prompt and intelligent consideration to financial matters by reason of
illness or mental or physical disability. The determination of whether a Grantor has a disability
shall be made by such Grantor's most recent attending physician. The Trustee shall be entitled to
rely on written notice
of that determination.
V. DEATH OF THE FIRST GRANTOR. Upon the death of the first of the Grantors to die
(the "First Grantor"), this trust shall continue for the benefit of the surviving Grantor (the
"Surviving Grantor"), subject to distributions (if any) that may be required (i) by this Agreement,
or (ii) to pay the just debts, funeral expenses, and expenses of the last illness of the First Grantor.

A. Distributions of Specific Amounts or Items of Personal Property. Distributions of the

following specific amounts or items of personal property shall be made from the assets of the
Trust. Each amount or item listed shall be distributed to the corresponding "Primary Beneficiary".
If the Primary Beneficiary is not living at the designated time, the amount or item shall be
distributed to the corresponding "Contingent Beneficiary". If the Contingent Beneficiary is not
living at the designated time, the amount or item shall be added to the residuary assets of this
Trust.

Amount or Item:
Primary Beneficiary:
This amount or item shall be distributed upon the death of both Grantors.
Contingent Beneficiary:

Amount or Item:
Primary Beneficiary:
This amount or item shall be distributed upon the death of both Grantors.
Contingent Beneficiary:

VI. DISTRIBUTION OF RESIDUARY TRUSTS ASSETS UPON THE

SURVIVING GRANTOR'S DEATH. Upon the death of the second of the Grantors to die (the
Surviving Grantor"), the residuary assets of this Trust shall be distributed to the Grantors'
child(ren) in equal shares.

If a child does not survive the Grantors, such deceased child's share shall be distributed in equal
shares to the children of such deceased child who survive the Grantors, by right of representation.
If a child does not survive the Grantors and has no children who survive the Grantors, such
deceased child's share shall be distributed in equal shares to the Grantors' other children, if any, or
to their respective children by right of representation. If no child of the Grantors survives the
Grantors, and if none of the Grantors' deceased children are survived by children, the residuary
assets of this Trust shall be distributed to
,

If such beneficiary does not survive the Grantors, the residuary assets shall be divided into two
equal shares, with one share distributed to the heirs-at-law of one Grantor, and the share
distributed to the heirs-at-law of the other Grantor. Heirship shall be determined under the
laws of the State of
.
 VII. TRUSTEE POWERS. The Trustee, is addition to other powers and authority granted by
the law or necessary or appropriate for proper administration of the Trust, shall have the following
rights, powers, and authority without order of court and without notice to anyone.

A. Receive Assets. To receive, hold, maintain, administer, collect, and apply the income,
profits, and principal, of the Trust in accordance with the terms of this instrument.

B. Receive Additional Assets. To receive additional assets from other sources, including
assets received by bequest.

C. Standard of Care. To acquire, invest, reinvest, exchange, retain, sell, and manage estate
and trust assets, exercising the judgement and care, under the circumstances then prevailing, that
persons of prudence, discretion and intelligence exercise in the management of their own affairs,
not in regard to speculation but regard to the permanent disposition of their funds, considering the
probable income as well as the probable safety of their capital. Within the limitations of that
standard, the Trustee is authorized to acquire and retain every type of property,real,personal or
mixed, and every kind of investment, specifically including, but not by way of limitations, bonds,
debentures and other corporate obligations, and stocks, preferred or common, that persons of
prudence, discretion and intelligence acquire or retain for their own account, even though not
otherwise a legal investment for trust funds under the laws and statutes of the United States or the
state under which this instrument is administered.

D. Retain Assets. To retain any asset, including uninvested cash or original investments,
regardless of whether it is the kind of authorized by this instrument for investment and whether it
leaves a disproportionately large part of the estate or trust invested in one type of property, for as
long as the Trustee deems advisable.

E. Dispose of or Encumber Assets. To sell, option, mortgage, pledge, lease or convey real or
personal property, publicly or privately, upon such terms and conditions as may appear to be
proper, and to execute all instruments necessary to effect such authority.

F. Settle Claims. To compromise, settle, or abandon claims in favor of or against the Trust.

G. Manage Property. To manage real estate and personal property, borrow money, exercise
options, buy insurance, and register securities as may appear to be proper.

H. Allocate Between Principal and Income. To make allocations of charges and credits as
between principal and income as in the sole discretion of the Trustee, may appear to be proper.

I. Employ Professional Assistance. To employ and compensate counsel and other persons
deemed necessary for proper administration and to delegate authority when such delegation is
advantageous to the trust.
 J. Distribute Property. To make division or distribution in money or kind, or partly in either,
at values to be determined by the Trustee, and the Trustee's judgement shall be binding upon all
interested parties.

K. Enter Contracts. To bind the Trust by contacts or agreements without assuming individual
liability for such contracts.

L. Exercise Stock Ownership Rights. To vote, execute proxies to vote, join or oppose any
plans for reorganization, and exercise any other rights incident to the ownership of any stocks,
bonds, or other properties of the Trust.

M. Duration of Powers. To continue to exercise the powers provided in this Agreement after
the termination of the Trust until all of the assets of the Trust have been distributed.

N. Hold Trust Assets as a Single Fund. To hold the assets of the Trust, shares, or proportions
of the Trust created by this instrument as a single fund for a joint investment and management,
without the need for physical segregation, dividing the income proportionately among them.
Segregation of the various trust shares need only be made on the books of the Trustee for
accounting purposes.

O. Compensation. To receive reasonable compensation for the Trustee's services under this
Agreement and to be exonerated from and to pay all reasonable expenses and charges of this trust.

P. Loans to Beneficiary for the purpose of providing the beneficiary with the funds necessary
to take advantage of exceptional business opportunities; to make loans to trust beneficiaries to
provide for the needs of the beneficiaries and their families.

Q. Methods of Distribution. To make payments to or for the benefit of any beneficiary

(specifically including any beneficiary under any legal disability) in any of the following ways: (a)
directly to the beneficiary; (b) directly for the maintenance, welfare and education of the
beneficiary; (c) to the legal or natural guardian of the beneficiary; or (d) to anyone at the time
shall have custody and care of the person of the beneficiary. The Trustee shall not be obliged to
see the application of the funds so paid, but the receipt of the person to whom the funds were paid
shall be full acquittance of the Trustee.

R. Continue Operation of Business. To carry on any business owned by the Trust or in which
the Trust may have an interest for such period of time as the Trustee deems advisable, or to sell or
liquidate such business interest.

VIII. ADDITIONAL TRUSTEE PROVISIONS. These additional provisions shall apply

regarding the Trustee.
A. Grantor(s) as Trustee. If at any time either or both Grantors are "Trustee", a
successor trustee may be designated by such Grantor Trustee(s), if such designation is made in
writing. Such designee shall become the successor trustee upon acceptance of the terms and
conditions of this Agreement.
B. Death or Disability of a Grantor as Trustee. If at any time no Grantor is able to serve as
Trustee because of a disability (as previously defined) or death,
, of
, is designated as the
successor trustee. If such designee is unable to serve you for any reason,
, of
, , is designated as the alternate trustee. Such
designee shall become the successor trustee upon acceptance of the terms and conditions of this
Agreement.
 C. Resignation of Trustee. The Trustee, or any successor may resign at any time by
giving days written notice to a Grantor. If both Grantors are deceased, such
notice
shall be given to all adult beneficiaries, and to a parent or guardian, if any, of each minor
beneficiary.

D. Successor Trustee. The beneficiaries to whom such notice of resignation is given shall
designate a successor trustee by written notice to the resigning trustee days after the
within
receipt of the notice of resignation. If a successor trustee is not so designated, the resigning
trustee shall have the right to secure the appointment of a successor trustee by a court of
competent jurisdiction, at the expense of the trust. If a successor trustee is appointed, such
trustee shall be bound by, and subject to, the provisions of this trust.

E. Accounting. The Trustee shall provide an accounting to the Beneficiary (or

beneficiaries)
on at least a basis. If a beneficiary has a "disability", the Trustee shall provide the
accounting to a guardian or conservator, if any.

F. Bond. Any trustee serving under this Agreement, except a Grantor (if serving as
Trustee)
shall provide a bond of sufficient amount to protect the assets and income of the Trust.

IX. RIGHT TO DIRECT INVESTMENTS. At any time that the Trust has investments, and
provided that a Grantor does not have a "disability", such Grantor may direct any trustee to
purchase, sell, or retain any trust investment.

X. REVOCATION OR AMENDMENT. Either Grantor may revoke this Agreement (in whole or
in part) prior to the death of the first Grantors to die (the "First Grantor") by delivering an
appropriate written revocation or amendment, signed by the Grantor.

Upon the death of the first Grantor, the Trust shall remain irrevocable.

XI. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the
State of .

XII. PERPETUITIES SAVINGS CLAUSE. Despite any other provision of this Agreement to the
contrary, the trust created by this Agreement shall terminate no later than 21 years after the death
of the last to die of a class of persons to include the Grantors and any other beneficiary of
this
Agreement who is living on the date that this Agreement is signed.
XIII. SEVERABILITY. If any portion of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Agreement is invalid or unenforceable, but that by
limiting such provisions it would become valid and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.

Signature -

Grantor 1

Signature-

Grantor 2

Signature
, Co-Trustee 1

Signature-
, Co-Trustee 2
State of )
) ss:
County of )

The preceding Trust agreement was subscribed, sworn to and acknowledged before me by
and , as Grantors, this day of ,
20 , as the voluntary act of such persons.

Notary Public, or other officer

authorized to take and certify
acknowledgements and administer
oaths.