TRUST AGREEMENT made between the "Settlor", and the "Trustee" do enter into a REVOCABLE TRUST under the following terms: 1. TRUST PROPERTY. Settlor, for good and valuable consideration, exchanges, assigns, and transfers to the Trust attached Schedule A, and additional items at any time, for the beneficiaries as set out in attached Schedule B. This Trust is to be operated strictly under the rules and guidelines of the United States Division of Internal Revenue as a § 501(c)(4) organization. This trust is not organized for profit and is operated exclusively for the promotion of social welfare. The earnings may not inure to the benefit of any individual. If the trust engages in an excess benefit transaction with a person having substantial influence over the trust, an excise tax may be imposed on the person and any managers agreeing to the transaction. The trust must operate primarily to further (in some way) the common good and general welfare of the people of the community by bringing about civic betterment and social improvements. The trust shall not restrict the use of its facilities to employees of selected corporations, and/or their guests, or primarily benefit a private group, or operate a social club for the benefit, pleasure, or recreation of its members, or carry on a business with the general public in a manner similar to organizations which are operated for profit. The purpose of this trust is to attain improved social welfare purposes. Lobbying is permissable to improve social welfare. If there is lobbying, it is required to provide notice to its members regarding the percentage of dues paid that are applicable to lobbying activities. The promotion of social welfare does not include direct or indirect participation or intervention in political campaigns on behalf of or in opposition to any candidate for public office. 2. TRUSTEE POWERS. The Trustee shall have the following powers: (a) To buy, sell, hold, convey, encumber, rent, hypothecate, repair, destroy, improve, deduct, retain, expend, pay out, incur expenses, invest, lease any property, money, or value of the Trust, or any additional property which may be received by the Trustee, whether or not income producing, as is deemed appropriate by the Trustee. (b) To compromise, settle, arbitrate, sign, agree, negotiate, or defend any agreement, contract, claim or demand in favor of or against the Trust or act through any agent or attorney-in-fact. (c) To borrow or lend money for any purpose, and/or to secure the repayment by note, mortgage, trust deed, contract, interest in, security, pledge, or encumbering the Trust. (d) The Trustee may freely act under all or any of the powers of this Agreement in all matters concerning the Trust, without the necessity of obtaining the consent or permission of any interested person or of any court. The powers granted to the Trustee may be exercised in whole or in part, and shall be supplementary to and not exclusive of the general powers of a trustee pursuant to law, and shall include all powers necessary to carry them into effect. (e) Each Trustee acknowledges and enters into this contract and position as Trustee by any positive action regarding this Trust such as signing any bank document, or other written document as a Trustee of this Trust. Trustee may open bank accounts requiring only one signature. Trustee has the power to appoint signers of bank accounts. (f) 3. CORPUS AND INCOME. The Trustee shall determine the allocation between corpus and income and as to beneficiaries. 4. TRUSTEES. Additionally, the following are named as Trustees: or Any Trustee shall have the power to appoint Successor or additional Trustees. Each Trustee shall have the same power and authority as any other Trustee. The original undersigned trustee constitutes the Board of Trustees. 5. BENEFICIARIES. No title to any of the Trust assets shall vest in any Beneficiary until the actual termination of this Trust, and no asset shall be liable for any debts of any Beneficiary. Registration # Page 1 of 2 Short Form Witness / Page 2 6. COMPENSATION OF TRUSTEE. The Trust shall pay all expenses and shall pay the Trustee annually as reimbursement for undocumented expenses. 7. BOND. No Trustee shall give any bond or other security. 8. REVOCABILITY. This Trust is revocable, and the Settlor does not waive all rights and powers, whether individually 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 Trust, in whole or in part. The Trustee may further define or amend this Trust to conform to insurance, banks, or for the benefit of the beneficiaries. 9. TERM. The term of this Trust is twenty-one years. This Trust shall automatically expire unless renewed. Renewal shall only take place upon the express written notice by any party to this Trust prior to expiration with the same terms and conditions. 10. COPIES. An exact reproduction of this document, such as a photocopy or fax shall be relied upon as an original document. This trust replaces and supercedes all previous trust agreements, if any existed; and has been executed under the Laws of Contract of the United States and situs shall be wherein assets domicile. Dated __________________________________ SETTLOR TRUST OFFICER __________________________________ E. J. Lashlee, TRUSTEE, <1ST TRUSTEE> Each of us declares under penalty of perjury under the laws of the United States of America that the above signatories signed this document in our presence, all of us being present at the same time, and we now sign below as witnesses, declaring that the signatories appear to be of sane mind and under no duress, fraud or undue influence. ________________________________________ WITNESS ________________________________________ WITNESS ________________________________________ WITNESS Registration # Page 2 of 2 TRUST AGREEMENT / Page 1 PROPERTY LIST / Schedule A SCHEDULE A - LIST OF ASSETS AND PROPERTY In accordance with the Trust Indenture of entered into this date by and between the SETTLOR hereto and the TRUSTEE, the following described property is hereby conveyed to the Trust, and accepted by the Trustee by and on behalf of the Trust. This list of property is comprehensive, and is the description of those certain properties which were agreed upon and known to all parties of the Trust at the time of the execution of the Trust Indenture, and includes all properties transferred and accepted, as follows: VALUABLE CONSIDERATION, and other items as accepted from time-to-time and noted by title change, banking assets, stock, Bill of Sale, or additional Schedules to this Trust. Dated Registration # Page 1 of 1 BENEFICIARIES LIST / Schedule B SCHEDULE B - LIST OF BENEFICIARIES AGREEMENT DATE: BENEFICIARIES. All assets are held and owned in Trust for the beneficiaries. This TRUST invokes ERISA protection as described and defined by Congress under the Employee Retirement Income Security Act of 1974. If deemed necessary by the Trustee, beneficial interest may be reassigned at the sole discretion of the Trustee. The following are beneficiaries in equal and undivided interest: Registration # Page 1 of 1 PRIVACY WARNING PRIVACY WARNING! The following page(s) are not to be copied, displayed, or distributed to anyone without permission of all Trustees. SPECIAL MEET / AMENDMENT TO CLARIFY BENIES / TTEE / SITUS AMENDMENT TO CLARIFY TRUSTEES AND BENEFICIARIES SPECIAL MEETING AND AMENDMENT Mailing address: TRUSTEE 219 Broadway, #400 Laguna Beach, California, 92651 THIS DATE there was called a special meeting, pursuant to the Trust Agreement, for the consideration and clarification of the operations and intent of this Trust. The Trust does HEREBY STATE; This CONTRACT OF TRUST is now further described as an a ERISA RETIREMENT TRUST as defined by Congress under the Employee Retirement Income Security Act of 1974. BENEFICIARIES. All beneficiaries are replaced with the following: TRUSTEES. The following are currently appointed Trustees: Any single current Trustee shall have the power to appoint successor or additional Trustees. Each Trustee shall have the same power and authority as any other Trustee. Existing signers of bank accounts remain authorized without any additional signers. No other Trustee is required to sign bank documents. The Trust releases every bank institution from any liability regarding signature cards and proper authorizations of any Trustee, past or present. This Trust and this amendment is now irrevocable, and the Settlor expressly waives all rights and powers, whether individual 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 Trust, in whole or in part except; the Trustee may further define or amend this Trust to conform to title or escrow companies, insurance, banks, or for the benefit of beneficiaries. This Trust has been executed under the laws of the District of Columbia and according to common law and the Laws of Contract of the United States. There being no further business to come before this special meeting, upon a motion duly made, seconded and carried, the meeting was adjourned. ________________________________________ DATED ________________ , TRUSTEE Registration # Page 1 of 1 CERTIFICATION OF TRUST EXISTENCE AND POWERS dated PRIMARY ASSET: 1. CURRENT TRUSTEES: (other than Corporate Trustee) 2. CURRENT MANAGERS: 3. DIRECT NAMED BENEFICIARIES: 4. Each herein named Trustee is qualified to act on behalf of the Trust. Trustee is authorized to act for any asset, banking, check, stock, real estate, escrow, insurance, or other action. The Trustee may buy, sell, hold, convey, encumber, rent, borrow or lend money for any purpose, secure repayment by note, mortgage, trust deed, contract, interest in, security, pledge, or encumber any part of the Trust, hypothecate, repair, destroy, improve, deduct, retain, insure, expend, pay out, incur expenses, invest, engage in business, lease any property, money, or value of the Trust, or any additional property, compromise, settle, arbitrate, sign, agree, negotiate, or defend any agreement, contract, claim or demand, or act through an agent or attorney-in-fact. The Trustee may freely act without obtaining the consent of any person or court. 5. Trustee is empowered to open and maintain a margin account with a commodities or stock brokerage firm, to execute all documents of any type; to buy, sell, borrow, pledge, or originate; commodities, options, futures, margins, puts and calls, whether or not covered by the underlying securities; to grant a securities interest therein, or permit the brokerage firm to re-lend, to invest in, or otherwise acquire contracts for the future or forward delivery of any commodity; or other activities in the ordinary course of business. Trustee may delegate powers to Agents or Managers. 6. The Trust referenced above has not been revoked. 7. All assets, income, and value are managed for beneficiaries. No asset is owned personally by any Trustee, Settlor, or Beneficiary. 8. ___________________________________ E. J. Lashlee, TRUST OFFICER, <1ST TRUSTEE> c/o Trustee// 219 Broadway, #400, Laguna Beach, California 92651 Bank; Resolution Minute / Check Signers BANK RESOLUTION MINUTE of the . AUTHORIZATION AND RELEASE FORM / IRS ID # I, a Trustee of , do hereby certify that at a regular meeting of the Trust, held in accordance with the Trust Contract, the following Minute was unanimously adopted. BE IT RESOLVED, by and for the , 1. That, the undersigned Trustee has designated the undersigned "Bank Signer" (or Signers) as the proper authorized signer(s) for all financial transactions regarding this trust. Each Authorized Bank Signer is hereby designated to endorse checks, drafts, notes, and other like obligations, issued or drawn to and owned by THIS TRUST or Trustee of this Trust. It is further resolved that endorsement for deposit and collection may be by the written or stamped endorsement of THIS TRUST without designation of the party making the endorsement. 2. That, said financial institution, escrow company, attorney, or bank is hereby authorized to pay out funds by THIS TRUST on deposit with it from time to time upon checks or withdrawal forms drawn upon said depository and signed in the name of THIS TRUST by either the First Trustee, or the undersigned designated Trustee, or any signed Manager, whether said checks are payable to cash, bearer, or the order of THIS TRUST, or to any third party, or to the order of any signed Trustee, or other signer of THIS TRUST in either individual or official capacity. 3. That the name and signature of such authorized person(s) for any transaction is as follows: Signature of Newly Authorized Bank Signer(s) _________________________________________ _________________________________________ In witness hereof, I have hereunto subscribed my name as signer of and do hereby certify that the foregoing is a correct copy of a minute passed as herein set forth. _________________________________ DATE ________________ or Registration # Page 1 of 1