Free Irrevocable Trust Form

IRREVOCABLE TRUST

TRUST AGREEMENT made ______________, 19__, between

_____________________(the "Grantor"), and ______________ and

_________________(the "Trustees").

1. TRUST PROPERTY. The Grantor, desiring to create

trusts for the benefit of his adult children and for other good

and valuable consideration, irrevocably assigned to the Trustees

of the property described in attached Schedule A (the "Trust

Property"), in trust, for the purposes and on the conditions

hereinafter stated.

2. DISPOSITIVE PROVISIONS. The Trustees shall hold the

property for the primary benefit of ___________________

______________________________________________, and the Trustees

shall hold, manage, and invest the trust property, and shall

collect and receive the income, and after deducting all necessary

expenses incident to the administration of the trusts, shall

dispose of the corpus and income of the trusts as follows:

(a) The Trustees shall pay the entire net income of the

trust, quarter annually, to the beneficiaries of the trust,

provided that there shall be paid over absolutely to the

beneficiaries at age _______ the corpus of the trust.

(b) If any of the beneficiaries shall die before

attaining the age of ______ years, the trust for his or her

benefit shall cease, and the corpus, together with any

undistributed income, shall be paid over absolutely to the issue

of the beneficiary then living per stirpes; but if there be no

issue, then to the other beneficiaries if living, either

outright, or, if the other beneficiary shall not have then

attained the age of _____ years, in trust, to be added to, held,

administered, and distributed as part of the trust for the other

beneficiary; but if the other beneficiary is not then living,

then absolutely to the then living issue of the other beneficiary

per stirpes; and if there is no issue, then to the estate of the

beneficiary for whom the trust was being held originally.

if at any time while the trusts are in force any financial

emergency arises in the affairs of either of the primary

beneficiaries of the trusts, or if the independent income of

either of the beneficiaries (exclusive of the income from any

trust created for his or her benefit by the Grantor) and all

other means of support are insufficient for the support of the

beneficiary, in the judgment of the Trustees, the Trustees shall

pay over to the beneficiary, solely out of the corpus of the

trust for his or her benefit, at any time and from time to time,

the sum or sums as the Trustees shall deem necessary or

appropriate in their discretion.

3. TRUSTEES' POWERS. In the administration of the

trusts, the Trustees shall have the following powers, all of

which shall be exercised in the fiduciary capacity, primarily in

the interest of the beneficiaries:

(a) To hold and continue to hold as an investment the

property, of any additional property which may be received by

them, so long as they deem proper, and to invest and reinvest in

any securities or property, whether or not income-producing,

deemed by them to be for the best interest of the trusts and the

beneficiaries.

(b) To rent or lease any property of the trusts for the

time and upon the terms and for the price or prices as in their

discretion and judgment may seem just and proper and for the best

interest of the trusts and the beneficiaries.

or any interest, or to exchange it for other property, for the

price or prices and upon the terms as in their discretion and

judgment may be deemed for the best interest of the trusts and

the beneficiaries.

(d) To make all repairs and improvements at any time

deemed necessary and proper to and upon real property

constituting a part of the trusts.

(e) To deduct, retain, expend, and pay out of any money

belonging to the trusts any and all necessary and proper expenses

in connection with the operation and conduct of the trusts.

(f) To vote upon all securities belonging to the trusts,

and to become a party to any stockholders' agreements deemed

advisable by them in connection with the securities.

(g) To consent to the reorganization, consolidation,

merger, liquidation, readjustment of, or other change in any

corporation, company, or association.

(h) To compromise, settle, arbitrate, or defend any

claim or demand in favor of or against the trusts.

(i) To incur and pay the ordinary and necessary expenses

of administration, including (but not by way of limitation)

reasonable attorneys' fees, accountants' fees, investment counsel

fees, and the like.

(j) To act through an agent or attorney-in-fact, by and

under power of attorney duly executed by the Trustees, in

carrying out any of the authorized powers and duties.

(k) To borrow money for any purposes of the trusts, or

incidental to their administration, upon their bond or promissory

note as trustees, and to secure their repayment by mortgaging,

creating a security interest in, or pledging or otherwise

encumbering any part or all of the property of the trusts.

(l) To lend money to any person or persons upon the

terms and in the ways and with the security as they may deem

advisable for the best interest of the trusts and the

beneficiaries.

(m) To engage in business with the property of the

trusts as sole proprietor, or as a general or limited partner,

with all the powers customarily exercised by an individual so

engaged in business, and to hold an undivided interest in any

property as tenant in common or as tenant in partnership.

(n) To determine the manner in which the expenses

incidental to or in connection with the administration of the

trusts shall be apportioned as between corpus and income.

(o) The Trustees may freely act under all or any of the

powers by this Agreement given to them in all matters concerning

the trusts, after forming their judgment based upon all the

circumstances of any particular situation as to the wisest and

best course to pursue in the interest of the trusts and the

beneficiaries, without the necessity of obtaining the consent or

permission of any interested person, or the consent or approval

of any court.

The powers granted to the Trustees may be exercised in

whole or in part, from time to time, and shall be deemed to be

supplementary to and not exclusive of the general powers of

trustees pursuant to law, and shall include all powers necessary

to carry them into effect.

4. LIMITATION ON POWERS. Notwithstanding anything

contained to the contrary, no powers enumerated or accorded to

trustees generally pursuant to law shall be construed to enable

the Grantor, or the Trustees or either of them, or any other

person, to sell, purchase, exchange, or otherwise deal with or

dispose of all or any parts of the corpus or income of the trusts

for less than an adequate consideration in money or monies worth,

or to enable the Grantor to borrow all or any part of the corpus

or income of the trusts, directly or indirectly, without adequate

interest or security.

5. CORPUS AND INCOME. The Trustees shall have the power

to determine the allocation of receipts between corpus and income

and to apportion extraordinary and share dividends between corpus

and income.

6. TRUSTEES' AUTHORITY AND THIRD PARTIES. No person

purchasing, renting, or leasing any of the property of the

trusts, or in any manner dealing with the trusts or with the

Trustees, shall be required to inquire into the authority of the

Trustees to enter into any transaction, or to account for the

application of any money paid to the Trustees on any account.

7. ADDITIONAL PROPERTY. The Grantor reserves the right

to himself or to any other person at any time, by deed or will,

to add to the corpus of either or both of the trusts, and any

property added shall be held, administered, and distributed as

part of the trust or trusts. The additional property shall be

allocated between the trusts in accordance with any directions

given in the instrument of transfer.

8. ACCOUNTING BY TRUSTEES. The Trustees may render an

accounting at any time to the beneficiaries of the trust, and the

written approval of a beneficiary shall be final, binding, and

conclusive upon all persons then or thereafter interested in the

trust for that beneficiary. The Trustees may at any time render

a judicial account of their proceedings for either or both of the

trusts.

9. COMPENSATION OF TRUSTEES. The Trustees waive the

payment of any compensation for their services, but this waiver

shall not apply to any successor trustee who qualifies and acts

under this Agreement except that no person who adds to the corpus

of either or both of the trusts shall ever be entitled to any

compensation.

10. SUCCESSOR TRUSTEES. Either of Trustees shall have

the power to appoint his or her successor Trustee. If either of

the named Trustees shall die, resign, become incapacitated, or

refuse to act further as Trustee, without having appointed a

successor Trustee, the other named Trustee may, but shall not be

required to, appoint a successor Trustee. The appointment of a

successor Trustee shall be made by a duly acknowledged instrument

delivered to the primary beneficiaries and to the person, if any,

then acting as Trustee.

11. BOND AND LIABILITY OF TRUSTEES. Neither of the two

(2) named Trustees shall be required to give any bond or other

security. The Trustees shall not be liable for any mistake or

error of judgment in the administration of the trusts, except for

willful misconduct, so long as they continue to exercise their

duties and powers in a fiduciary capacity primarily in the

interests of the beneficiaries.

12. IRREVOCABILITY. The trusts shall be irrevocable,

and the Grantor expressly waives all rights and powers, whether

alone or in conjunction with others, and regardless of when or

from what source he may have acquired such rights or powers, to

alter, amend, revoke, or terminate the trusts, or any of the

terms of this Agreement, in whole or in part. By this instrument

the Grantor relinquishes absolutely and forever all his

possession or enjoyment of, or right to the income from, the

trust property, and all his right and power, whether alone or in

conjunction with others, to designate the persons who shall

possess or enjoy the trust property, or the income.

13. SITUS. This trust has been executed and delivered

in the State of ______________ and shall be construed and

administered according to the laws of that state.

In witness whereof the Grantor and the Trustees have

executed this Agreement in _________________.

______________________________

Grantor

______________________________

Trustee