Trust

THE (INSERT NAME) REVOCABLE LIVING TRUST

I, _____(Insert Name)_______________________ of __(Insert Address)_______make this Declaration of Trust, as Grantor and Trustee, on this ____ day of ________, 1997

WITNESSETH:

I, (Insert Name), desire to establish a trust with the expectation and intent that this trust, as further funded by lifetime and testamentary gifts, will serve as a principal vehicle for the management and ultimate disposition of my estate.

To that end, I declare that I hold the property listed on Schedule A as Trustee, and agree to hold all other property or proceeds which I may acquire as Trustee, (collectively the "Trust Estate") in trust for the following uses and subject to the following terms.

ARTICLE I

NAME AND BENEFICIARIES OF TRUST

This trust shall be known as the (Insert Name) Revocable Trust and is for my primary benefit first, and then my (insert names of intended beneficiaries, ie – wife, children).

ARTICLE II

ADMINISTRATION DURING MY LIFE

A. Income and Principal While I Am Competent. So long as I am able to manage my financial affairs and am acting as Trustee, I shall deal with the Trust Estate as I desire for my benefit. Whenever I am not acting as Trustee, the Trustee shall distribute to me or for my benefit so much or all of the net income and principal of the Trust Estate as I request and shall periodically add any undistributed net income to principal. Further, if this trust shall ever own tangible personal property, I shall have the right to possess, use, consume and in all manner enjoy such property, and during my lifetime, the Trustee shall have no duty to keep informed as to the condition or location of such property or to inventory such property. These rights shall be personal to me and shall not be exercisable by any guardian or representative for me.

B. Income and Principal While I Am Not Competent. Whenever I am unable to manage my financial affairs, the Trustee shall distribute to or for the benefit of me and (Insert Name of Wife and/or Kids), so much or all of the net income and principal of the Trust Estate as the Trustee considers desirable to provide for my support, medical care and best interests and for (Insert Name of Beneficiaries) support and medical care, and shall periodically add any undistributed net income to principal.

The Trustee also is authorized to make gifts to any one or more of my descendants, which the Trustee considers to be in the best interests of my estate and family, considering the support, medical care and best interests of me and (Insert Beneficiaries), my dispositive wishes as indicated in this Declaration of Trust, and the anticipated tax benefits and costs of any gift. Notwithstanding the above, if any permissible donee is acting as a Trustee, such permissible donee shall not make gifts or participate in any decision to make gifts to himself or herself or to any person whom such permissible donee is legally obligated to support. The Trustee shall pay any gift or other transfer tax resulting from such gifts.

C. Determination of Incompetency. I shall be considered unable to manage my financial affairs (i) if, and as long as, I am adjudicated incompetent or (ii) if two doctors familiar with my physical and mental condition certify to any adult family member of mine, or if none, to any person the doctors consider appropriate, that I am unable to transact ordinary business and until there is a like certification that such inability has ended.

D. Power to Amend and Revoke. I reserve the right to amend or revoke this Declaration of Trust in whole or in part, by a written instrument (other than a will) delivered to the Trustee during my lifetime or kept with the trust records. The property to which any revocation relates shall be conveyed to me or as I direct. These rights shall be personal to me and shall not be exercisable by any guardian or representative for me.

ARTICLE III

ADMINISTRATION AFTER MY DEATH

Upon my death, the Trust Estate, including all accrued and undistributed net income and all property that may be added to the Trust Estate by reason of my death (pursuant to my will or otherwise) shall be administered as set forth below.

A. Payment of Claims, Expenses and Taxes. The Trustee first shall pay, or make provision for the payment of, all claims, expenses, charitable pledges and taxes as provided for under Article X.

B. Disposition of Personal Effects. The Trustee shall distribute all tangible personal property in the same manner as such property would be distributed if such property had been part of my probate estate.

C. Administration of Remaining Trust Estate. After the payments and distributions authorized above, the remaining Trust Estate (the "Divisible Portion") shall be administered as follows:

1. Marital Portion. If (Wife or Husband’s Name) survives me, the Trustee shall distribute to (Name of Wife or Husband) a fractional share of the Divisible Portion determined by applying to the Divisible Portion a fraction constituted as follows:

(a) If (Name of Wife or Husband) survives me for at least six months, the numerator of the fraction shall be the smallest amount that, if allowed as a marital deduction in my estate for federal estate tax purposes, will result in the lowest possible federal estate tax payable by reason of my death. In determining such smallest amount, the Trustee shall take into account all other deductions and credits allowed to my estate, including (i) the marital deduction allowed for property or interests therein passing or which have passed to (Name of Wife or Husband) by means other than this provision, and (ii) the credit for state death taxes, but only to the extent that the use of such credit does not increase state death taxes payable by my estate by reason of the application of Ohio Revised Code section 5731.18, as amended or superseded, or any comparable provision of any other state law.

(b) If (Name of Wife or Husband) survives me for less than six months, the numerator of the fraction shall be the smallest amount which, if allowed as a marital deduction in my estate for federal estate tax purposes, will cause, in the Trustee's judgment and based on all facts and circumstances known to the Trustee, the aggregate federal estate tax and state death taxes payable by my estate and (Name of Wife or Husband)'s estate to be the smallest possible total, on the assumptions that (Name of Wife or Husband) died after me but on the date of my death, and that his estate is valued as of the same dates and in the same manner as my estate is valued for federal estate and state death tax purposes. The Trustee shall make such other assumptions as it considers advisable to determine the amount of said numerator, including whether or not assets are includible in (Name of Wife or Husband)'s estate and the value of assets for federal estate and state death tax purposes, and its determination of said numerator shall be conclusive on all persons. No Trustee acting in good faith shall be liable to any person if the aggregate federal estate and state death taxes payable by my estate and (Name of Wife or Husband)'s estate is not the smallest possible total.

(c) The denominator of the fraction shall be the aggregate value of the Divisible Portion as finally determined for federal estate tax purposes in connection with my death.In distributing assets to (Name of Wife or Husband), the Trustee shall not distribute to him (i) any asset which would not qualify for the federal estate tax marital deduction in my estate and (ii) to the extent other qualified assets are available, any asset with respect to which a credit for foreign death taxes is allowable against the federal estate tax.

2. Family Portion. The Trustee shall administer the balance of the Divisible Portion, or all thereof if (Name of Wife or Husband) does not survive me, as a separate trust (the "Family Trust") as set forth in Article IV.

ARTICLE IV

ADMINISTRATION OF THE FAMILY TRUST

A. Administration of the Family Trust If (Name of Wife or Husband) Survives Me. If (Name of Wife or Husband) survives me, the Trustee shall administer the Family Trust as follows:

1. Income to (Name of Wife or Husband). The Trustee shall distribute to (Name of Wife or Husband), or for his benefit, all of the net income of the Family Trust at least quarter-annually (monthly if feasible) during (Name of Wife or Husband)'s lifetime.

2. Principal for Family. The Trustee also shall distribute to (Name of Wife or Husband), or for his benefit, so much or all of the principal of the Family Trust as the Trustee considers desirable to provide for the health, education and welfare of (Name of Wife or Husband) and of any descendant of mine who is dependent upon (Name of Wife or Husband).

3. Limited Right in Stephanie to Withdraw Principal. The Trustee also shall distribute to (Name of Wife or Husband) such portions or all of the principal of the Family Trust as she requests in writing, except that the aggregate amount of principal distributed to (Name of Wife or Husband) under this paragraph in any calendar year shall not exceed the greater of (i) $5,000 or (ii) an amount not exceeding five percent of the aggregate value of the principal of the Family Trust determined as of the last date of such calendar year. This right shall be noncumulative, so that this right shall lapse at the end of each calendar year to the extent not exercised. This right shall be personal to (Name of Wife or Husband) and shall not be exercisable by any guardian or representative for her.

4. Limited Power in (Name of Wife or Husband) to Appoint Principal. The Trustee also shall distribute so much or all of the principal of the Family Trust to any one or more of my descendants and their spouses (including a widow or widower) as (Name of Wife or Husband) shall appoint by a signed instrument delivered to the Trustee during her lifetime, or as he shall appoint by will, referring specifically to this power of appointment.

B. Administration of the Family Trust After the Death of the Survivor of (Name of Wife or Husband) and Me. Upon the death of the survivor of (Name of Wife or Husband) and me, the Family Trust (to the extent not appointed as provided above) shall be divided into as many separate trusts, equal in value, as is necessary to provide one trust for the benefit of each child of mine who is then living and one trust for the collective benefit of the descendants of each child of mine who is then deceased. Each trust for the benefit of a child of mine shall be administered as provided in Article V, and each trust for the benefit of the descendants of a deceased child of mine shall be distributed, subject to Article VII, to such descendants.

ARTICLE V

ADMINISTRATION OF THE CHILDREN'S TRUSTS

The Trustee shall administer any trust established for the benefit of a child of mine as follows:

A. Income for My Child. Until my child reaches the age of 21 years, the Trustee shall distribute to or for the benefit of my child so much or all of the net income of the trust as the Trustee considers desirable to provide for his or her support, medical care, education and maintenance and shall periodically add any undistributed net income to principal. After my child reaches the age of 21 years, the Trustee shall distribute to him or her all the net income of the trust at least quarter-annually (monthly, if feasible) during my child's lifetime.

B. Principal for My Child. The Trustee shall also distribute to or for the benefit of my child so much or all of the principal of the trust as the Trustee considers desirable for his or her support, medical care, education and maintenance.

C. Distributions of Principal to My Child. When my child attains the age of twenty-five years, the Trustee shall distribute to my child one-third of the principal of the trust; when my child attains the age of thirty years, the Trustee shall distribute to my child one-half of the remaining principal of the trust; and when my child attains the age of thirty-five years, the Trustee shall distribute to my child all of the property then comprising the trust.In the event my child has attained any such age at the time the trust is established, the distribution conditioned on reaching such age shall be made as soon as practicable after such time.

D. Distribution Upon My Child's Death. If my child dies before receiving his or her entire trust, upon his or her death, the Trustee shall distribute the property comprising the trust to such persons or organizations, including my child's estate, as my child shall appoint by will referring specifically to this power of appointment; provided, however, the property subject to this power of appointment shall be limited to the greater of (i) that portion of the trust which was subject to withdrawal by my child immediately prior to his or her death or (ii) that portion which, if distributed as if no such general power of appointment existed, would be a generation-skipping transfer ("GST") under the Code and would result in a GST tax. The Trustee, subject to Article VII, shall distribute all unappointed trust property (including property which my child could not appoint) to my child's descendants or, if none, to my descendants; provided, however, any property distributable to any person for whom a trust is then being held hereunder shall not be distributed to such person but, rather, shall be added to his or her trust.

ARTICLE VI

FAILURE OF DESCENDANTS

If assets should ever remain in any trust for which, but for this article, no beneficiary is living, the Trustee, subject to Article VII, shall distribute such assets as follows: (Describe who gets property if no beneficiaries. If no beneficiaries exist, such property shall be distributed to one or more charitable organizations described in section 170(c) of the Code as selected by the Trustee. In selecting such organizations, I request the Trustee to consider those charities to which I have contributed time or property to the extent the Trustee is aware of such contributions.

ARTICLE VII

BENEFICIARIES UNDER AGE 25

If any portion of any trust shall become distributable to any beneficiary (other than a child of mine) who is under 25 years of age, such portion shall vest in such beneficiary, but the Trustee shall not distribute such portion but, rather, shall retain such portion in trust. The Trustee shall distribute to or for the benefit of such beneficiary so much or all of the net income and principal of such trust as the Trustee considers desirable for his or her support, medical care, education and maintenance and shall periodically add any undistributed net income to principal. The Trustee shall distribute such trust to the beneficiary when he or she attains the age of 25 years or to such beneficiary's estate upon his or her death prior to attaining such age.

Notwithstanding the above, the Trustee is authorized to distribute the entire trust to a custodian for the benefit of such beneficiary whenever the Trustee considers such distribution advisable in light of the needs and best interest of the beneficiary, the size of the trust and any other facts and circumstances which the Trustee considers relevant, even though such distribution may result in the entire trust being distributed to the beneficiary before he or she attains 25 years of age.

ARTICLE VIII

STATEMENT OF INTENT

A. Priority and Guidance. In making investments and discretionary distributions, the Trustee shall not consider the interests of any remainderman but, after my death, shall consider in priority (i) (Name of Wife or Husband)'s support and medical needs, (ii) the support, medical and educational needs of my children, (iii) (Name of Wife or Husband)’ best interest;(iv) the best interests of my children and (v) the support, medical and educational needs and the best interests of the descendants of my children. In addition, the Trustee may be guided by the following examples of possible distributions of property for the purposes listed below, but these examples shall in no way bind the Trustee to make any discretionary distribution. Although, I desire the Trustee to be liberal in exercising such discretion, I do not intend to encourage extravagance or indolence.

1. Support. Distributions for the support of a beneficiary may include distributions for the necessities of food, clothing, transportation, shelter and similar needs, as well as distributions for a beneficiary's maintenance in reasonable comfort and support in his or her accustomed manner of living.

2. Medical Care. Distributions for the medical care of a beneficiary may include distributions for the payment of medical insurance, medical and dental fees, equipment and drugs, hospital and nursing home care (regardless of length of time), services of private nurses and companions, and psychiatric care and counseling, and may include medical care for such beneficiary's last illness.

3. Education. Distributions for the education of a beneficiary may include distributions for attendance at or enrollment in preparatory, religious, undergraduate, graduate, professional and vocational schools, public or private, and wherever located, and may include tuition, room, board, books, transportation and other living and incidental expenses.

4. Best Interests. Distributions for the best interests of a beneficiary may include distributions to enable a beneficiary to purchase an automobile, make a down payment on the purchase of a home, or furnish a home consistent with a comfortable standard of living, to travel, to invest a reasonable amount in business enterprises in which the beneficiary would be an active participant, or to make gifts to such beneficiary's descendants or for charitable purposes. Distributions for the best interests of a minor beneficiary also may include distributions to enable him or her to attend summer camp, or to participate in recreational activities such as music, dance or athletic lessons or leagues.

B. Consideration of Beneficiary's Resources and Tax Consequences. In considering discretionary distributions, the Trustee may, but need not, consider the beneficiary's income and resources from all sources known to the Trustee, the obligations of such beneficiary to support others, and the obligations of others to support such beneficiary. The Trustee shall be entitled to rely on a statement of the beneficiary's income and resources signed by the beneficiary or his or her parent or guardian. The Trustee also can consider the tax consequences resulting from any decision to accumulate or to distribute income or principal.

C. Payments to Guardians. For the guidance of the Trustee, I intend that any guardian of my children not suffer financial hardship by reason of caring for my children. Therefore, I authorize the Trustee to pay rent and board to the guardian for living space in his or her home for my children, to lend money (with or without interest or security) to the guardian for the purpose of purchasing a new home or making improvements to an existing home to provide space for my children, and to reimburse the guardian for, or to contribute towards, any costs and expenses incurred by the guardian relating, directly or indirectly, to caring for my children. Examples of such costs and expenses include obtaining household help and obtaining a larger automobile. Any amounts paid, loaned or contributed shall be determined by the Trustee after consulting with the guardian.

ARTICLE IX

POWERS OF APPOINTMENT AND RELEASES

A. Powers of Appointment. In addition to the rights accorded by law to holders of powers of appointment, the holder of a power of appointment may exercise such power by making appointments from the trust estate in cash or in kind, including a direction to the Trustee to distribute specific property to, or in trust for the benefit of, any one or more of the objects of the power; by creating life estates for any one or more objects of the power and remainders to other said objects; and by imposing lawful restrictions and conditions upon any appointment, provided that no one other than permitted objects of the power is benefited thereby. Unless the holder of a power of appointment is a permitted object of the power, the holder may not exercise such power in such a manner as to satisfy a legal obligation of said holder.

B. Releases. A beneficiary may release at any times any part or all of his or her interest under any trust by delivering a signed instrument to that effect to the Trustee. A beneficial interest may be released with respect to amounts, fractions or percentages of that interest, or with respect to particular assets, as the beneficiary having the interest determines. Unless the instrument of release specifically provides to the contrary, the release of a particular interest shall not constitute a release of any other present or future interest. A released interest shall be administered as if the person who had that interest died immediately before releasing it without exercising any testamentary power of appointment.

ARTICLE X

CLAIMS, EXPENSES AND TAXES

A. Claims and Expenses. After my death, the Trustee, subject to section C below, shall pay (i) all claims allowable against my estate, the expenses of my last illness and funeral, and expenses of administration (including ancillary administration) in such amounts as the Trustee considers reasonable without regard to any limitation imposed by law or rule of court, and (ii) any charitable pledge signed by me (unsigned pledges shall not be recognized) unless such pledge by its terms is released by my death or conditioned upon my survival. All such payments shall be charged against the Trust Estate.

B. Taxes. Except as provided below, the Trustee, subject to section C below, also shall pay all estate, inheritance, GST, legacy, succession or transfer taxes (other than any GST tax resulting from a taxable termination) imposed by reason of my death. All such taxes shall be charged against the Trust Estate, without apportionment or proration and with no right of reimbursement from any recipient of any property. However, any amount by which such taxes shall be increased because of property (i) over which I have a power of appointment, or (ii) in which I have a qualifying income interest for life, or any tax resulting by reason of an excess retirement accumulation, shall be paid by the persons holding or receiving such property in proportion to the value of each person's interest. Interest and penalties concerning any tax shall be paid and charged in the same manner as the tax.

C. Conditions To Payment. Notwithstanding the foregoing provisions, the Trustee shall not pay any claims, expenses, charitable pledges or taxes unless my Executor requests such payment. The Trustee shall rely conclusively on a certificate of my Executor as to the validity and correctness of the amount of any such items, but receipt of such certificate shall not be a condition to the Trustee's authority to make such payments. However, (i) property otherwise excluded from my gross estate for federal estate tax purposes shall not be used to pay such items, (ii) property included in my gross estate for federal estate tax purposes but excluded for Ohio estate tax purposes shall not be used to pay any such items unless the Trustee believes there are no other assets available, readily marketable and desirable to make such payments, and (iii) United States treasury bonds redeemable at par in payment of the federal estate tax shall be used first in payment of such tax.

ARTICLE XI

TRUSTEES

A. Appointment of Successor Trustees. If I shall resign, become unable to manage my financial affairs, or otherwise cease to act as Trustee, (Name of Wife or Husband) shall act as Trustee without the execution of any further instrument. If (Name of Wife or Husband) shall be removed, resign or otherwise fail to act as the Trustee of any trust, (Identify Name of Substitute Trustee) shall act as a Trustee without the execution of any further instrument.

Whenever (i) no eligible person is acting as a Trustee, (ii) a vacancy in the office of the trustee shall be deemed to exist, or (iii) the resignation or removal of a Trustee is not effective until a successor Trustee is appointed, I, if competent, or if not, a majority of (Name of Wife or Husband) and my adult descendants who are competent shall appoint any eligible person or persons to fill such vacancy. Any such appointment shall be made by an instrument signed by the person or persons making the appointment and shall become effective upon the written acceptance of such appointment by such successor Trustee or Trustees.After my death, if there is ever a time when the income beneficiary is the sole Trustee, a vacancy in the office of trustee shall be deemed to exist.Any successor Trustee shall have all the rights, powers, duties, discretions and immunities granted to the original Trustee.

B. Persons Eligible to Act as Trustee. The persons eligible to act as a Trustee are any qualified bank or trust company and any individual who is at least 25 years of age, other than any descendant of mine, or any spouse of (Name of Wife or Husband) or of any descendant of mine.

C. Resignation and Removal of Trustees. A Trustee may resign at any time, without cause, by executing and delivering to the other Trustees, if any, or if none, to [each] [the] income beneficiary a written instrument to that effect.I, if competent, or if not, a majority of (Name of Wife or Husband) and my adult descendants who are competent may remove any Trustee, without cause, by delivering a signed instrument to that effect to such Trustee and to the other Trustees, if any.If, as a result of any resignation or removal, there would be no Trustee acting or a vacancy in the office of trustee would be deemed to exist, such resignation or removal shall not be effective until a successor Trustee is appointed.

D. Title. The title to the trust estate of any trust shall vest forthwith in any successor Trustee, but any resigning or removed Trustee shall execute all instruments and do all acts desirable to vest title to the trust estate in any successor Trustee without court accounting.

E. Accountings. Except during my tenure as Trustee, upon the written request of an income beneficiary, the Trustee shall furnish such beneficiary with an accounting showing the receipts, disbursements and inventory of such trust since the most recent accounting for such trust or, if there is no prior accounting, from the date I ceased to act as the Trustee. Notwithstanding the above, no Trustee is required to furnish accountings more often than annually, but may do so voluntarily. During my tenure as Trustee, I shall not be required to furnish accountings to anyone. No Trustee shall be required to file accountings in any court or with any public official.

F. Approval of Accountings. Any accounting shall be deemed true and correct, and the Trustee making such accounting shall be discharged from all liability as to all transactions disclosed on such accounting to myself and all other persons, including persons not in being, to the extent the income beneficiary approves such accounting in writing or fails to notify such Trustee in writing, within two years after receipt of the accounting, that such accounting is not approved.With the approval of the income beneficiary, a successor Trustee may accept the accounting rendered by and the property received from a predecessor Trustee without incurring any liability for so doing, and such approval shall serve as a complete discharge to the predecessor Trustee.

G. Exoneration of Trustees. No Trustee acting in good faith shall be liable for any loss, liability, expense or damage to any trust estate occasioned by such Trustee's acts or failures to act in administering the trust. The Trustee shall be presumed to have acted in good faith if its action or failure to act is in reliance on a written opinion of counsel.

H. Exoneration of Trustees for Acts of Others. No Trustee shall be liable for the acts or failures to act of any agent appointed with due care. No Trustee shall be (i) under a duty to inquire into the acts or doings of a previous Trustee or to examine the accountings or records of a previous Trustee or any allocation made by a previous Trustee or (ii) liable for the acts or failures to act of any previous Trustee or for failing to demand or contest any accounting of any previous Trustee.

I. Waiver of Qualification and Bond. No Trustee shall be required to qualify or take an oath before any court or public official in any jurisdiction. Further, no bond or other security shall be required of any Trustee in any jurisdiction. If a bond should nevertheless be required, I waive surety thereon.

J. Compensation. Any corporate Trustee shall be entitled to compensation for services in administering any trust in accordance with its then published fee schedule for trust services. Any individual Trustee (other than (Name of Wife or Husband) or any child of mine) shall be entitled to reasonable compensation for services in administering any trust. (Name of Wife or Husband) or any child of mine shall serve without compensation. Every Trustee shall be entitled to be reimbursed for expenses and costs, including legal fees.

K. Authority of Representative. Whenever a beneficiary is under a legal disability, whether by reason of age or otherwise, the guardian of such beneficiary's estate, or the guardian of such beneficiary's person if no guardian of his or her estate has been appointed, or such other person as the Trustee considers appropriate, if no guardian has been appointed for such beneficiary's estate or person, shall receive all notices and accountings, execute all receipts, approve all accountings, and do all other acts for and on behalf of such beneficiary.

ARTICLE XII

TRUSTEE'S RIGHTS AND DISCRETIONS

A. Rights and Discretions. I give to the Trustee, subject to the other provisions of this Declaration of Trust, the rights and discretions set forth below, and except to the extent they may be inconsistent with the rights and discretions granted herein, all powers otherwise conferred upon the Trustee by law, all of which may be exercised without giving notice to any person or obtaining the consent of any beneficiary or any court order.

1. Retention, Sale and Investment of Assets. To retain without liability for depreciation or loss any asset received from me or my estate; to sell, exchange, assign or transfer any asset comprising part or all of any trust estate upon such terms and conditions and in such manner as the Trustee considers best; to invest and reinvest any money or property comprising any trust estate in, and to purchase or otherwise acquire from my estate, from any beneficiary or from others, any property, real or personal, of any kind or nature, including without limitation any stocks, whether common or preferred, and including stocks of any corporate Trustee, warrants, participations in discretionary common trust funds, money market funds and mutual funds, government bills, notes and bonds, including United States treasury bonds redeemable at par in payment of the federal estate tax, corporate bonds, whether secured or unsecured, debentures, bankers acceptances, certificates of deposit, mortgages, commercial paper, foreign currencies, gold, silver or other precious metals, commodity and stock options for the purpose of hedging but not for speculation, real estate, partnership interests, whether general or limited, objects of art, coins, stamps, antiques and other collectibles, life estates or remainder interests following a life estate or a term of years, and interests in any of the foregoing, even though such investment or purchase (by reason of its character, amount, proportion to the total property of such trust or otherwise) would not be considered appropriate for a trustee apart from this provision; and in the making and retention of investments and reinvestments, the Trustee shall not be confined to the obligations and securities mentioned in any statute or rule of court for fiduciaries for the investment of funds, and the Trustee shall have no duty to diversify the assets or investments of any trust;

2. Real Property. To improve or develop any real estate; to construct, alter or repair buildings or structures; to settle boundary lines; to grant easements and other rights; to partition and to join with co-owners and others in dealing with real estate; to lease real estate for such term and upon such provisions as the Trustee considers advisable even though the term of the lease extends beyond the termination of the trust; to generally deal with real estate in any manner and for such purposes as the Trustee considers advisable; to permit any income beneficiary to occupy any real property forming part of such trust upon such terms as the Trustee shall consider advisable, whether rent free or in consideration of the payment of taxes, insurance, maintenance and ordinary repairs, or otherwise;

3. Operate Businesses. To initiate and to carry on, as a sole proprietor, general or limited partner, shareholder, joint venturer, or in any other ownership capacity, any new or existing business, enterprise, investment or trade, for such time as the Trustee considers advisable; to serve with compensation as an officer, director, employee, consultant, agent, independent contractor or in any other capacity of any such business or enterprise without any duty to account for such compensation; to contribute, invest or loan other assets of the trust to any such business; to pledge other assets of the trust as security for loans made to any such business;

4. Natural Resources. To deal with any interest in oil, gas, mineral, timber or farming operations or investments in any form in any manner as I could do if living and the owner of such interest;

5. Voting Securities. To vote by proxy or in person any security comprising a part of the trust; to enter into any kind of pooling agreements and voting trusts, even though such action may involve delegation of authority;

6. Bank Accounts. To open and maintain one or more checking, savings or time deposit accounts with any bank, trust company, savings and loan or building and loan association, or any other financial institution, wherever located, (even though such financial institution is a Trustee); to deposit to the credit of any such account all or part of the funds comprising any trust estate, whether or not such funds earn interest;

7. Location of Assets. To keep any property of such trust at any place or places in the United States, or, with the beneficiary's continuing approval, outside the United States, or with a depositary or custodian at such place or places;

8. Lending of Funds. To lend money to my estate, to any beneficiary or to any other person, upon such terms and with such security, if any, as the Trustee considers advisable;

9. Borrowing of Funds. To borrow in the name of the trust such sums for such periods and on such terms as the Trustee considers advisable, including the right to borrow from a corporate Trustee or an affiliate of a corporate Trustee, and to secure any such loan by deed of trust, mortgage or pledge; no lender shall be bound to see to or be liable for the application of the proceeds; unless otherwise expressly agreed, the Trustee shall not be personally liable for any such loan, but each such loan shall be payable only out of assets of the trust;

10. Dealing With Trustees of Employee Benefit Trusts. To deal with the trustees of any pension, profit-sharing or other employee benefit trust, plan or account, or the payers of any individual retirement plan or account, under which the Trustee is designated a beneficiary and to elect optional modes of settlement or proceeds due the Trustee under any such trust, plan or account;

11. Foreclosure of Mortgages. To foreclose, as an incident to the collection of any bond or note, any deed of trust or mortgage securing such bond or note and to bid in the mortgaged property at such foreclosure sale; to acquire the property by deed from the mortgagor without foreclosure; to retain property bid in under foreclosure or acquired without foreclosure for such time as the Trustee considers advisable, and to dispose of such property by sale, exchange or otherwise upon such terms as the Trustee considers advisable;

12. Compromise Debts. To enforce, abandon, defend or have adjudicated by legal proceedings, arbitration or by compromise, any claim or demand of any nature which arises out of or otherwise exists in favor of or against the trust;

13. Abandonment of Property. To abandon any property, real or personal, which the Trustee considers to be worthless or not of sufficient value to warrant keeping or protecting; to abstain from the payment of taxes, liens, water rents, assessments, repairs, maintenance or upkeep of any such property; to permit any such property to be lost by tax sale or other proceedings; or to convey any such property for a nominal consideration or without consideration;

14. Additions to Trust. To receive additions to any trust and to hold and administer the same under the provisions of this Declaration of Trust;

15. Division and Allocation of Assets. Whenever the Trustee is authorized or required to divide the principal or income of any trust into separate shares or trusts or to distribute principal or income among beneficiaries, to make such division or distribution in kind, or partly in kind and partly in money, and to allocate or distribute undivided interests in assets, disproportionate interests in assets or different assets, without regard to any requirement to effect a proportionate allocation of each asset among the separate shares or trusts, but any property divided or distributed in kind shall be valued at its fair market value as of the date of division or distribution; to hold several shares or trusts as a common fund, dividing the income proportionately among them; to assign undivided interests in specific assets to several shares or trusts; and to make joint investments of the funds comprising several shares or trusts;

16. Division of Trusts. To divide any trust, whether existing or to be established, into two or more separate smaller trusts, without any requirement for said trusts to be equal in value, and without any requirement for discretionary distributions to be made proportionally among said trusts, whenever the Trustee believes such division may achieve desirable tax results for the trust or its beneficiaries, promote easier administration or otherwise be in the best interests of the trust or its beneficiaries; upon termination of any separate small trust, to distribute from any one such trust to any beneficiary in such proportions and amounts as the Trustee considers desirable so long as distribution from all such separate smaller trusts would, if such trusts were a single trust, satisfy the provisions governing such distributions;

17. Accumulations of Income. To exercise all rights, powers and discretions with respect to all accumulations of income held in any trust;

18. Termination of Trusts. To exercise all rights, powers and discretions after the termination of any trust and until the same is fully distributed;

19. Merger of Trusts. Whenever the Trustee is holding any trust for the primary benefit of any persons for whose primary benefit the Trustee is holding any other trust upon substantially the same terms, the Trustee may consolidate such trusts and hold them as a single trust, so long as no property will be held in trust for a period which would violate any rule against perpetuities;

20. Small Trust Termination. Notwithstanding any other provision, after my death, if the Trustee determines that (i) the value of any trust does not warrant the cost of continuing the trust, (ii) the burden of taxation on the trust or its beneficiaries has become unduly onerous by reason of the existence of the trust, or (iii) administration of the trust otherwise has become impractical, the Trustee may distribute the remaining principal and accrued and undistributed income of such trust to the income beneficiaries in such proportions as the Trustee considers equitable;

21. Reliance Upon Wills. In determining whether and to what extent a power of appointment has been exercised by will, the Trustee may rely upon an instrument admitted to probate in any jurisdiction as the will of the holder of the power but, if the Trustee has no written notice of the existence of a will or of probate proceedings within three months after the holder's death, the Trustee may assume such holder died intestate; this provision shall not affect any right which an appointee or beneficiary in default of appointment may have against any distributee;

22. Facility of Payment. Whenever a beneficiary is, in the Trustee's judgment, incapable of managing financial affairs on account of age, illness, handicap, unavailability or other cause, the Trustee may distribute any income or principal otherwise distributable to such beneficiary either (i) to the parent or guardian of such beneficiary; (ii) to the individual with whom or the institution in which such beneficiary resides; (iii) to the spouse or children of such beneficiary who are legally or in fact dependent upon such beneficiary for their support or education; (iv) in the case of a minor beneficiary, to the minor beneficiary or to his or her custodian under any applicable Uniform Transfers (or Uniform Gifts) to Minors Act; or (v) by applying the same for the benefit of such beneficiary; the receipt of such beneficiary, other individual or institution, or evidence that such distribution was applied for the benefit of such beneficiary shall be a full discharge of the Trustee for such distribution;

23. Depreciation Reserves. To establish or not to establish out of income, and to credit to principal, reasonable reserves for rehabilitation, major repairs, replacements and losses in value resulting from wear and tear and obsolescence of tangible property;

24. Determination of Income and Principal. To reasonably determine the manner of ascertaining income and principal and the allocation or apportionment of all receipts and disbursements between income and principal as the Trustee considers desirable, even though contrary to the Ohio Principal and Income Act, without regard to the relative interests of the beneficiaries, but with regard to general principles of trust accounting; notwithstanding the above, (i) periodic cash distributions from any partnership interest shall be considered net income for accounting but not for income tax purposes and be distributable as such, even though a portion thereof may constitute depreciation or amortization, (except that such distributions shall be considered principal to the extent that the Trustee considers it advisable to establish a reserve for future capital contributions to such partnership) and (ii) upon the sale or other disposition of property which has been unproductive or under productive of income, no part of the proceeds received shall be allocated to income;

25. Nominees. To hold any investment in any form in which title will pass by delivery or in the name of a nominee without indicating that such investment is held in a fiduciary capacity, but the Trustee shall be liable for any act of the nominee in connection with the investment so held; to form partnerships for the purpose of taking and holding title to assets comprising the trust estate;

26. Agents. To employ accountants, attorneys, brokers, custodians, investment counsel and other agents, even though such agent is a Trustee or an employee of or otherwise associated with a Trustee, and to pay them reasonable compensation, whether from income or principal, as the Trustee shall decide;

27. Environmental Provisions. To periodically inspect, review and monitor any property for the purpose of determining compliance with any law, rule or regulation affecting such property; to take all action which the Trustee considers advisable to prevent, abate, "clean up," or otherwise respond to any actual or threatened violation of any law, rule or regulation affecting any property related to the generation, use, treatment, storage, disposal, release, discharge or contamination by any materials or substances that are prohibited or regulated by law or that are known to pose a hazard to the environment or human health, and the Trustee may take such action prior to the initiation of enforcement action by any governmental agency; to obtain estimates of costs to prevent, abate, "clean up", or otherwise respond to such violations, actual or threatened, to notify the beneficiaries of such estimated costs and to permit the beneficiaries to pay for such response costs; to disclaim any power, actual or implied, which the Trustee believes will or may cause the Trustee to be considered an "owner" or "operator" of property under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), as amended, or which may otherwise cause the Trustee to incur liability under CERCLA or any other law, rule or regulation;

28. Special Trustees. To appoint or remove by written instrument any individual or qualified corporation, wherever located, as special trustee, to hold title to or to invest, or both, any part of the trust estate, including property as to which the Trustee does not act;

29. Execution and Delivery of Instruments. To execute and deliver agreements, assignments, bills of sale, contracts, deeds, notes, powers of attorney, receipts and other instruments which the Trustee considers advisable for the advantageous administration of the trust or for the exercise of any right, power or discretion conferred upon the Trustee; and

30. All Necessary Acts. To perform all other acts which the Trustee considers advisable for the advantageous administration of the trust.

B. Qualified Subchapter S Trusts Savings Clause. To the extent the Trustee of any trust (i) receives or holds any stock of an S corporation, (ii) intends to acquire stock of an S corporation, or (iii) intends to consent to an election of S corporation status by a C corporation in which said trust is a shareholder, and said trust does not otherwise qualify as a permissible shareholder of an S corporation, said S corporation stock, assets intended to be used to acquire S corporation stock, or C corporation stock, as the case may be, shall be receipted into or segregated as a separate trust ("QSST") for the income beneficiary and administered so that all requirements of a qualified subchapter S trust set forth under section 1361(d) or other provisions of the Code are met, including the requirements that (i) there be only one current income beneficiary, (ii) all income be distributed at least annually to such income beneficiary, (iii) any principal distributed during the life of the current income beneficiary be distributed only to such beneficiary, (iv) the interest of the current income beneficiary in the QSST terminate on the earlier of such beneficiary's death or the termination of the QSST, and (v) if the QSST terminates during the life of the income beneficiary, the trust distribute all of its assets to such beneficiary. If a trust has several income beneficiaries, the Trustee shall establish separate QSSTs for each income beneficiary, and the Trustee shall allocate such S corporation stock, assets to be used to acquire S corporation stock, or C corporation stock, as the case may be, in such proportions as the Trustee considers equitable. I intend for any such QSST to qualify as a qualified subchapter S trust and, as a result, be a permissible shareholder of an S corporation. To that end, all provisions of this Declaration of Trust shall be construed to effectuate this intent and all provisions which would cause such QSST not to qualify as a shareholder of an S corporation shall not apply and be of no effect with respect to such QSST.

C. Beneficiary as Trustee. Notwithstanding any other provision, whenever a beneficiary, other than me, is acting as a Trustee, he or she shall not make or participate in any Trustee decision with respect to (i) distributions of principal or income to himself or herself to the extent not limited by an ascertainable standard relating to health, education, maintenance or support, (ii) distributions of principal or income which satisfies a legal obligation of such beneficiary, or (iii) the early termination of the trust. Such discretionary powers shall be exercised, if at all, only by another Trustee, and if no other Trustee is acting, such discretionary powers shall not be exercised.

D. Multiple Trustees. Except as otherwise specifically provided, whenever Trustees are acting, the following provisions shall be applicable where the context permits:

1. Custody of Assets. The corporate Trustee, if any, shall have custody of the trust property and shall handle the ministerial acts advisable for the acquisition and transfer of personal property and money, including the signing and endorsements of checks, receipts, stock certificates and other instruments.

2. Assignment of Powers. A Trustee may assign and delegate any part or all of the rights, powers, titles, duties, discretions and immunities granted to or imposed upon such Trustee to any other Trustee with the consent of the latter. Any assignment or delegation may be either for a specified time or until the assignment or delegation is revoked by a similar instrument.

3. Resolution of Disputes. If at any time the Trustees are unable to agree with respect to any decision relating to the administration of the trust as to which they have joint powers, Stephanie's decision shall control as to such matter. If Stephanie is not acting as a Trustee, or if she cannot participate in such decision, the decision of my child acting as a Trustee and able to participate in such decision shall control as to such matter, but if more than one child of mine is acting as Trustee and able to participate, the decision of the majority of such children shall control. If no child of mine is acting as a Trustee or is able to participate in such decision or, if my children who are so acting and able to participate are evenly divided, the decision of the majority of all Trustees acting and able to participate shall control as to such matter. Any dissenting Trustee shall have no liability for participating in or carrying out the decisions of the controlling Trustee or Trustees.

4. Trustee Proposals. A Trustee shall be presumed to have approved any proposed act or proposed decision to refrain from acting made by any other Trustee if the former fails to indicate disapproval within 15 days after being requested to do so in writing by the other Trustee. A Trustee shall not be obligated to continue to make such written proposal to another Trustee if (i) the proposal has been disapproved on a least two occasions and (ii) the former has informed the other Trustee that it will be assumed that such proposal continues to be disapproved until notice to the contrary has been received.

5. Execution of Documents. The Trustees may execute any instrument in connection with the administration of such trust by signing one instrument or concurrent instruments.

ARTICLE XIII

LIFE INSURANCE POLICIES

A. Insurance Policies. With respect to insurance policies of which the trust is designated beneficiary, I shall have all rights, including the rights (i) to borrow money thereon; (ii) to cancel, pledge, assign, use, surrender or convert such policies; (iii) to exercise options and elections with respect to such policies; (iv) to change the beneficiaries thereof; and (v) to receive dividends, surrender values and all other payments and benefits of any kind on account of such policies. The Trustee shall be under no obligation to pay premiums, assessments or other charges on any such policies, or to notify me of any amounts due, whether or not such policies are deposited with it.

B. Collection of Insurance and Other Death Benefits. Upon my death, the Trustee shall take steps reasonably necessary to collect all benefits payable to it, including the institution of proceedings to enforce payment. However, the Trustee shall not be required to maintain any legal action unless indemnified to its satisfaction against all liabilities and expenses to which it, in its judgment, may be subjected as a result of such action. The Trustee is authorized to compromise, adjust, settle or submit to arbitration any claims arising out of any policy or death benefit, on such terms as it considers advisable, and the decision of the Trustee shall be binding on all interested parties. The Trustee is further authorized to give receipts, releases and acquittances to any payor in full discharge of such payor's liabilities to the trust and its beneficiaries. The benefits so collected by the Trustee shall be added to and become a part of the principal of the Trust Estate.

C. Exoneration of Payors. No payor of death benefits shall have any obligation to inquire into the terms of this Declaration of Trust or see to the application of such benefits.

ARTICLE XIV

RESTRAINT UPON ALIENATION

A. Spendthrift Provision. Except as provided in section B below, any attempt to alienate any beneficial interest in any trust shall be dealt with as follows: (i) if, but for this article, as a result of any alienation or attempted alienation by any beneficiary of any interest in or any right to receive distributions from any trust, or as a result of any other cause, any income or principal of such trust would, at any time, become distributable to or for the benefit of any person other than such beneficiary, such beneficiary's interest in, and the right to receive such distributions from such trust shall cease; (ii) thereafter all net income and principal which would otherwise have been distributable to such beneficiary shall be applied, as determined by the Trustee in its uncontrolled discretion, for the benefit of other beneficiaries of such trust; (iii) notwithstanding the above, the Trustee shall have discretion to apply such net income or principal for the benefit of such beneficiary, such beneficiary's spouse and such beneficiary's children who are legally or in fact dependent upon such beneficiary, but the Trustee shall be under no obligation whatsoever to do so.

B. Excluded Trusts. This provision shall not (i) pertain to any QSST, and (ii) be construed to prevent any beneficiary from assigning any part of his or her interests in any trust to any one or more of (Name of Wife or Husband) and my descendants.

ARTICLE XV

MISCELLANEOUS PROVISIONS

A. Income. All income earned on assets used to make payments authorized under Article X shall not be added to principal but shall be considered income which the Trustee is authorized to distribute subject to this Declaration of Trust.

B. Perpetuities. Any trust, including any trust created by the exercise of a power of appointment, which has not vested within 21 years after the death of the survivor of myself, (Name of Wife or Husband) and all my descendants (including descendants en ventre sa mere) living at the date this Declaration of Trust become irrevocable, shall not be held in further trust, but at the expiration of that period shall be distributed, absolutely and in fee simple, to the income beneficiaries in such proportions as the Trustee considers equitable.

C. Exoneration of Third Persons. No person dealing with any Trustee shall be (i) responsible for the application of any purchase money or other thing of value paid or delivered to such Trustee and a receipt of any Trustee shall be effective to fully discharge and release any such person from all liabilities; or (ii) under any obligation to ascertain or inquire into the power of such Trustee to purchase, sell, exchange, transfer, mortgage, pledge, lease, distribute or otherwise in any manner dispose of or deal with any security or other property held by the Trustee.

D. Agreement Binding Upon Successors. This Declaration of Trust shall extend to and be binding upon my executors, administrators, successors and assigns.

E. Copies. Any person may rely on a copy of this Declaration of Trust certified by any Trustee to be in effect and to be a true and correct copy. Such certified copy shall be considered as an original and shall relieve any person to whom or which a certified copy is delivered of any duty to inquire further.

ARTICLE XVI

CONSTRUCTION PROVISIONS

A. Trustees. The terms "Trustee" and " Trustees" mean the person or persons, whether named herein or selected in any other manner, acting as such from time to time.

B. Children. The term "children" means lawful descendants in the first degree of the designated parent. This term also includes persons who have been adopted during their minority according to law or under any court proceeding. Such term shall not include a stepchild or foster child.

C. Descendants. The term "descendants" means children and more remote lawful descendants of the designated ancestor. This term also includes persons who have been adopted during their minority according to law or under any court proceeding and the descendants of any such adopted person.

D. Income Beneficiaries. The terms "income beneficiary" and "income beneficiaries" mean the person or persons who receive, or in the Trustee's discretion may receive, the net income of a trust.

E. Gender and Number. The masculine, feminine and neuter genders shall be considered to include all genders, and the singular, the plural and vice versa, except where such construction would be unreasonable.

F. Distribution to Descendants. Whenever property is required to be distributed to the descendants of any designated person, the distribution shall be made to the then living descendants of such person, per stirpes, and the stirps shall begin with the children of such designated person even though such designated person may have no children then living.

G. Internal Revenue Code. References to the Code are to the Internal Revenue Code of 1986, as amended or superseded, and references to a section of or tax under the Code include all amendments and successor provisions corresponding to any such section or tax in force after the date of this Declaration of Trust. References to "S corporation" and "C corporation" shall have the meaning assigned to such terms in the Code.

H. Survivorship. If (Name of Wife or Husband) and I should die under circumstances which make it difficult to determine who survived the other, (Name of Wife or Husband) shall be considered to have survived me.

I. Governing Law. The laws of Ohio shall govern all questions pertaining to the validity, construction and administration of this Declaration of Trust.

J. Headings. The headings are inserted solely for convenient reference and shall be ignored in the construction of this Declaration of Trust.

IN WITNESS WHEREOF, I have executed this Declaration of Trust on the day and year first above written.

________________________________________

(Name of Grantor), Grantor and Trustee

STATE OF _____ :

:COUNTY OF ____________:

The foregoing instrument was acknowledged before me on this ____ day of _____________, 1997, by ____________________, as Grantor and Trustee, who is known to me or from whom I have obtained adequate proof of identity.

________________________________________

Notary Public

STEPHANIE K. COTTAGE REVOCABLE TRUST

SCHEDULE A

Cash $10.00

I acknowledge that I hold the above described property as Trustee of the Stephanie K. Cottage Revocable Trust on this ___ day of September, 1997.

_____________________________ Stephanie K. Cottage, Trustee