                                                                              
                                                                              
                                                                              
                                                                              
                           PRENUPTIAL AGREEMENT                               
                                                                              
                                                                              
           AGREEMENT made this _____________ day of ____________,             
        __________ by and between DIXIE LEE HOWELL, of LAGUNA                 
        BEACH, CALIFORNIA, hereinafter referred to as "First                  
        party," and NICOLAS LINDLEY WILLIAMS of LAGUNA BEACH,                 
        CALIFORNIA, hereinafter referred to as "Second party."                
                                                                              
                                 RECITALS                                     
                                                                              
           WHEREAS DIXIE LEE HOWELL and NICOLAS LINDLEY WILLIAMS              
        intend to be married within a short time, and                         
                                                                              
           WHEREAS DIXIE LEE HOWELL has disclosed to NICOLAS                  
        LINDLEY WILLIAMS and NICOLAS LINDLEY WILLIAMS has                     
        disclosed to DIXIE LEE HOWELL the nature and extent of                
        their respective various property interests and of                    
        sources of income, and                                                
                                                                              
           WHEREAS DIXIE LEE HOWELL desires to make a reasonable              
        and sufficient provision for NICOLAS LINDLEY WILLIAMS in              
        release of and in full satisfaction of all rights which               
        after the solemnization of their marriage NICOLAS LINDLEY             
        WILLIAMS might or could have, by reason of the marriage,              
        in the property which DIXIE LEE HOWELL now has or may                 
        hereafter acquire, or in his or her estate upon his or                
        her death, and                                                        
                                                                              
           WHEREAS NICOLAS LINDLEY WILLIAMS desires to make a                 
        reasonable and sufficient provision for DIXIE LEE HOWELL              
        in release of and in full satisfaction of all rights                  
        which after the solemnization of their marriage DIXIE LEE             
        HOWELL might or could have, by reason of the marriage, in             
        the property which NICOLAS LINDLEY WILLIAMS now has or                
        may hereafter acquire, or in his or her estate upon his               
        or her death, and                                                     
                                                                              
           WHEREAS each of the parties hereto desires to accept               
        these provisions in lieu of all rights which either would             
        otherwise acquire, by reason of the marriage, in the                  
        property or estate of the other;                                      
                                                                              
        IT IS THEREFORE AGREED AS FOLLOWS:                                    
                                                                              
                                 PROPERTY                                     
                                                                              
           Each party has made a full disclosure to the other                 
        party of each and every piece of property, both real and              
        personal, that is owned, in whole or in part, by the                  
        party; and the other party hereby acknowledges full and               
        complete knowledge of the property of the other.                      
                                                                              
           All of the property and any encumbrances thereon                   
        belonging to DIXIE LEE HOWELL is listed on Exhibit "A"                
        hereto and made a part hereof. DIXIE LEE HOWELL                       
        acknowledges that this is a complete and full list of his             
                                                                              
                                                                              
        Page 1 PRENUPTIAL AGREEMENT                                           
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
        or her property as of the date of this Agreement.                     
                                                                              
           All of the property and any encumbrances thereon                   
        belonging to NICOLAS LINDLEY WILLIAMS is listed on                    
        Exhibit "B" hereto and made a part hereof. NICOLAS                    
        LINDLEY WILLIAMS acknowledges that this is a complete and             
        full list of his or her property as of the date of this               
        Agreement.                                                            
                                                                              
                                                                              
                            SEPERATE PROPERTY                                 
                                                                              
           Both parties agree that all property of any nature or              
        in any place, including but not limited to the earnings               
        and income resulting from the personal services, skill,               
        effort, and work belonging to the respective parties                  
        hereto, at the commencement of the marriage, or acquired              
        by or coming to either party by purchase, gift,                       
        inheritance, or other means during the marriage, shall be             
        the separate property of the person during the marriage,              
        and shall be subject to that person's disposition as                  
        separate property, in the same manner as if no marriage               
        had been entered into.                                                
                                                                              
           Each party acknowledges that he or she understands                 
        that, except for this Agreement, the earnings and income              
        resulting from the personal services of the other party               
        hereto during the marriage would be property in which he              
        or she would have a one-half interest, but that by this               
        Agreement those earnings and income are made the separate             
        property of the person earning or receiving the property,             
        except as specifically described hereinabove.                         
                                                                              
                                                                              
                      LIABILITY FOR INDIVIDUAL DEBTS                          
                                                                              
           All debts incurred by a party prior to the effective               
        date of this Agreement shall be the individual and                    
        separate debts of the incurring party.  Unless expressly              
        agreed to the contrary in writing, neither party shall be             
        liable for the individual and separate debts incurred by              
        the other party.                                                      
                                                                              
                                                                              
                                RESIDENCE                                     
                                                                              
           The parties hereby agree to lease a dwelling in which              
        to live.  All expenses of the dwelling shall be shared                
        equally by the parties.                                               
                                                                              
                                                                              
                          DISCLAIMER OF SUPPORT                               
                                                                              
           Neither of the parties shall be liable for the support             
        of the other party during the period of this Agreement or             
        after the termination hereof, for any reason whatsoever.              
                                                                              
                                                                              
                                                                              
                                                                              
        Page 2 PRENUPTIAL AGREEMENT                                           
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                         TERMINATION OF AGREEMENT                             
                                                                              
           This Agreement shall terminate either upon the death               
        of one of the parties hereto, or upon the divorce,                    
        dissolution of marriage, legal separation, or annulment               
        of marriage of the parties. However, any and all                      
        obligations specified herein which are designated to                  
        exist beyond the termination of this Agreement shall                  
        continue in full force and effect even after the                      
        termination of this Agreement and such terms and                      
        obligations of the parties shall terminate only as                    
        provided in the respective provisions of this Agreement               
        and where such terms and obligations are specifically                 
        intended to bind the parties hereto beyond the marriage               
        of the parties.                                                       
                                                                              
                                                                              
                           DIVISION OF PROPERTY                               
                                                                              
           Upon the termination of this Agreement, the parties                
        shall immediately divide their jointly owned property.                
        Any property specified hereunder as the separate property             
        of either party shall remain his or her exclusive                     
        separate property.                                                    
                                                                              
           If the parties are unable to agree on a division of                
        the property, they shall appoint an arbitrator who shall              
        divide such property.  Said arbitrator shall have                     
        additional powers to determine support or alimony if                  
        either is specified under the terms of this Agreement.                
                                                                              
           The parties hereby designate PROFESSIONAL TRUST                    
        SERVICES as the arbitrator as referred to herein.  If                 
        such designee is either unable or unwilling to render the             
        services required by this Agreement, the parties                      
        designate APPOINTED BY CENTRAL LAW OFFICES as the                     
        arbitrator.  Unless the parties agree to the contrary,                
        the arbitrator shall divide the jointly owned personal                
        property equally or near equally between the parties                  
        using the appraised market value as a basis for such                  
        division.  The determination of the arbitrator shall be               
        final and binding upon the parties hereto.  Further, the              
        arbitrator shall be entitled to reasonable compensation               
        for all services rendered in accordance to this Agreement             
        and the amount of the compensation shall be the joint                 
        obligation of both parties hereto.                                    
                                                                              
           In the event that the parties have children together               
        who are still minors or otherwise under the control of                
        the parties at the time of termination of this Agreement              
        either by divorce, dissolution of marriage, legal                     
        separation or annulment, support, custody and visitation              
        rights of the parties hereto shall be determined either               
        by the Agreement of the parties at the time of the                    
        termination of the marital relationship, in so far as                 
        such is legal under the laws of THE DISTRICT OF COLUMBIA,             
        or by a court of appropriate jurisdiction.                            
                                                                              
                                                                              
        Page 3 PRENUPTIAL AGREEMENT                                           
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                  ESTATE                                      
                                                                              
           Both parties hereto now and forever release the other              
        party from any obligation whatsoever to provide for the               
        person in their will or estate plan.                                  
                                                                              
                                                                              
                              EFFECTIVENESS                                   
                                                                              
           This Agreement shall become effective only if the                  
        intended marriage does in fact take place.  If, at the                
        time of the death of either party, the parties are not                
        living together as husband and wife, the release of                   
        rights set forth herein effecting the ownership of the                
        property specified above, shall nevertheless be of full               
        force and effect.                                                     
                                                                              
                                                                              
                              CONSIDERATION                                   
                                                                              
           The consideration for this Agreement is the marriage               
        contemplated by the parties, and the mutual promises                  
        contained herein.                                                     
                                                                              
                                                                              
                         MISCELLANEOUS PROVISIONS                             
                                                                              
        1.  This Agreement supersedes any and all other                       
        Agreements, either oral or in writing, between the                    
        parties hereto relating to the rights and liabilities                 
        arising out of the relationship discussed herein.                     
        Further, this Agreement contains the entire understanding             
        of the parties in relation hereto.                                    
                                                                              
        2.  Nothing in this Agreement shall be construed as a                 
        waiver or renunciation by either party of any gift,                   
        bequest, or devise which may be made to him or her by the             
        other party in addition to the provisions of this                     
        Agreement. However, this provision shall not be construed             
        as a promise or representation that any such additional               
        gift, bequest or devise shall be made.                                
                                                                              
        3. Both parties agree, upon the request of the other, to              
        execute, acknowledge, and deliver any and all further                 
        instruments necessary or expedient to effectuate the                  
        purpose and intent of this Agreement.                                 
                                                                              
        4. This Agreement shall bind the parties hereto and their             
        respective heirs, executors, and administrators.                      
                                                                              
        5.  If any provision herein is held by a court of                     
        competent jurisdiction to be invalid, void, or                        
        unenforceable, the remaining portions shall nevertheless              
        continue in full force and effect without being impaired              
        or invalidated in any way.                                            
                                                                              
                                                                              
                                                                              
        Page 4 PRENUPTIAL AGREEMENT                                           
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
        6.  This Agreement may be amended or modified only by the             
        written consent of both parties hereto.                               
                                                                              
        7.  This Agreement shall be governed by, and construed in             
        accordance with, the laws of THE DISTRICT OF COLUMBIA.                
                                                                              
                                                                              
        Executed at LAGUNA BEACH, CALIFORNIA, in THE DISTRICT OF              
        COLUMBIA, on the day and year first above written.                    
                                                                              
                                                                              
                                     FIRST PARTY                              
                                                                              
                                                                              
                                                                              
                                     ________________________                 
                                     DIXIE LEE HOWELL                         
                                                                              
                                                                              
                                     SECOND PARTY                             
                                                                              
                                                                              
                                     ________________________                 
                                     NICOLAS LINDLEY WILLIAMS                 
                                                                              
                                                                              
            On the date written below, DIXIE LEE HOWELL and                   
        NICOLAS LINDLEY WILLIAMS declared to us, the undersigned,             
        that this instrument, consisting of these few pages                   
        including the page signed by us as witnesses, is an                   
        Antenuptial Agreement and requested us to act as                      
        witnesses to it.  The Agreement was then signed in our                
        presence, all of us being present at the same time.  We               
        now, at their request, in their presence and in the                   
        presence of each other, subscribe our names as witnesses.             
                                                                              
            Each states that both parties hereto are not minors               
        and appear to be of sound mind and that we have no                    
        knowledge of any facts indicating that the foregoing                  
        instrument, or any part of it, was procured by duress,                
        menace, fraud or undue influence.                                     
                                                                              
            We, each for himself or herself, declare that each of             
        us is over the age of majority, and that each of us is,               
        and the others appear to be of sound mind.                            
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
        Page 5 PRENUPTIAL AGREEMENT                                           
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
            We, each for himself or herself, declare under                    
        penalty of perjury that the foregoing is true and correct             
        and that this attestation and this declaration are                    
        executed on the ___________ day of                                    
        _______________________, 19___ at LAGUNA BEACH,                       
        CALIFORNIA, in THE DISTRICT OF COLUMBIA.                              
                                                                              
                                                                              
        _________________ residing at ___________________                     
                                                                              
                                      ___________________                     
                                                                              
                                                                              
        _________________ residing at ___________________                     
                                                                              
                                      ___________________                     
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
        Page 6 PRENUPTIAL AGREEMENT                                           
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                EXHIBIT A                                     
                                                                              
        Personal Property of DIXIE LEE HOWELL:                                
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
        Real Property of DIXIE LEE HOWELL:                                    
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
        Page 7 PRENUPTIAL AGREEMENT                                           
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                EXHIBIT B                                     
                                                                              
        Personal Property of NICOLAS LINDLEY WILLIAMS:                        
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
        Real Property of NICOLAS LINDLEY WILLIAMS:                            
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
        Page 8 PRENUPTIAL AGREEMENT                                           
                                                                              
                                                                              
                                                                              
