(f) The purpose of this trust is to continue the business of the Company in the same manner as it is at present conducted, giving the Stockholders and their successors in interest, however, a beneficial interest in the interest of the Trustee therein. It is accordingly expressly understood that the Trustee and his successor as trustee hereunder, may continue to engage in the business of the Company free from any of the limitations imposed by the law upon investment of trust funds; that he may conduct such business in accordance with his uncontrolled discretion; and that his sole duty hereunder shall be to distribute and pay over to the beneficiaries thereof, in accordance with the terms of this agreement, any sums received by him by virtue of his membership in the Company.

(g) The trustee shall not be bound to take notice of any transfer of shares of stock of the Company unless he shall have been notified in writing of such transfer and shall have received a sufficient agreement from the transferee to be bound by the terms of this agreement.

3. The Trustee's Partner hereby consents to and ratifies the foregoing arrangement between the Trustee and the Stockholders. Subject to the terms hereof, the partnership agreement between the Trustee and the Trustee's Partner dated

..................., together with any modifications thereof which have been made by written or oral agreement of the parties thereto or by their practice thereunder, is in all respects re-affirmed; excepting that it is understood and agreed that the Trustee will henceforth hold all his rights under the said agreement subject to the trusts hereby created, and except that the term of the said partnership shall be for the life of such Trustee's Partner, or until the sooner termination of the trust hereby created instead of for the term set forth in the said partnership agreement. The trustee hereunder, together with the Trustee's Partner, shall have the power and authority to make such modifications in the said partnership agreement (including any modification of the salary of the Trustee's Partner thereunder or in the provisions of paragraph

............of said partnership agreement) as to them in their uncontrolled discretion may seem proper; and the consent of the Stockholders hereto to any such modification shall not be necessary.

4. Should the Trustee die during the continuance of this trust, the partnership of......shall not thereby be dissolved, but the

Trustee's Partner agrees that he will continue the said partnership, subject to the terms of the agreement creating the said partnership, with the person or persons who may become substituted trustees pursuant to the provisions of subdivision (d) of paragraph 2 hereof. This provision shall also apply in the event of the death, resignation or incapacity of any of the trustees hereunder, the Trustee's Partner agreeing to continue the partnership in partnership with any substituted trustee or trustees so duly appointed.

5. Should the Trustee's Partner die during the term of this trust, the Trustee or his successor as trustee may, at his option, continue in business under the name of the partnership subject to the Trusts hereby created. Such option shall be exercised by the giving of written notice thereof, by mail or personally, to the personal representatives of the Trustee's Partner within thirty days after the death of said Trustee's Partner, or within fifteen days after the qualification of such personal representatives. Should the Trustee or his successor as trustee, exercise the said option, the said Trustee, or his said successor, shall become vested with the property of the partnership; the Trustee, or his said successor shall, within six months after such death, pay to the legal representatives of the Trustee's Partner such sum as shall fairly equal the value of the interest of the party of the third part in the assets of the partnership; but for the purpose of this provision, the goodwill and trade name of the business shall not be deemed assets, and no value shall be placed thereon.

Should the Trustee's Partner die after the death of the Trustee, a similar option shall exist in favor of the then beneficiaries of the trusts hereby created, or of the person who may at the time be trustee hereunder for the benefit of such beneficiaries.

6. Upon the termination of this trust the persons who may then be stockholders of the Company shall be entitled to be paid, proportionately to their then stockholdings, any sums received by the party of the first part, or his successor as trustee, by way of distribution of assets of the Company.

In Witnesseth Whereof, the parties hereto have hereunto set their hands and seals the day and year first above written.