Agreement, made this............day of..............

by and between....................hereinafter described as the "Trustee," and....................hereinafter described as the "Stockholders," and....................hereinafter described as the "Trustee's Partner";

Whereas, the said Trustee and the Trustee's Partner are copartners doing business at No............City of........

....., State of..............., under the firm name and style of........................hereinafter referred to as the "Partnership," and

Whereas, the Stockholders are all the stockholders of the

....................Company hereinafter referred to as the "Company," and hold stock in the said Company as follows:................................................

and

Whereas, the Trustee desires to hold his interest in the said Company in trust for the said Stockholders and for their successors in interest as stockholders in the Company in the manner more particularly set forth in this agreement; and

Whereas, the Trustee's Partner is willing to consent to such arrangement;

Now, Therefore, in consideration of the premises and of the mutual promises herein contained, It Is Agreed by and between the parties hereto:

1. Upon the signing hereof, the Stockholders, with the exception of...............shall respectively pay over to the

Trustee the sums set opposite their names:..................

receipt of which sums is hereby acknowledged by the Trustee. 2. (a) The Trustee hereby declares that from the date hereof he holds and will hold his interest in the said Company In Trust for the said Stockholders, in proportion to their said stockholdings, hereinbefore set forth, in the Company, so long as they shall maintain such proportionate stockholdings; and thereafter, for the person or persons who may for the time being be stockholders of the Company, in proportion to their respective stockholdings, Subject, However, to the conditions and limitations hereinafter set forth.

(b) The Stockholders hereby severally agree that in the event that the Trustee shall suffer any loss by virtue of his membership in the Company, or if he shall in his uncontrolled discretion deem it necessary or advisable to invest any further money or other capital in the said Company (including any payment to the personal representatives of the Trustee's Partner under paragraph 5 hereof), they shall and will each, upon demand, pay to him respectively such proportion of the loss so suffered by him, or the additional money or other capital so invested by him, as their respective beneficial interests in this trust shall bear to the total beneficial interests in the trust. The said Stockholders further severally agree that should any one or more of the said Stockholders acquire a larger proportionate stockholding in the Company than he now holds, his obligations under this subdivision shall be increased in proportion to such increase in his proportionate stockholding. The Stockholders further severally agree, each for himself, that they will not alien any of their shares of stock in the Company without obtaining from the alienee of the stock a legally enforcible agreement in writing to be bound by the provisions of this contract; and any heir, executor, administrator or assign of any party of the second part may voluntarily give such agreement. The provisions of this subdivision shall be binding upon the heirs, executors, administrators and assigns of the Stockholders.

(c) The duration of this trust shall be for the lives of the Trustee and of the Trustee's Partner, and the life of the survivor of them, or until such date as this trust may be sooner terminated in accordance with the provisions hereof. This trust may at any time be revoked or terminated by the execution of an instrument revoking and terminating the said trust by the Trustee and by a majority in interest of such of the Stockholders as shall still retain their stock in the Company and such other holders of stock in the Company as shall have given the agreement required by subdivision (b) of this paragraph. At any time after the death of the Trustee the said trust may be revoked and terminated by the execution of such an instrument by a majority in interest of such of the Stockholders as shall still retain their stock in the Company and such other holders of stock in the Company as shall have given the agreement required by subdivision (b) of this paragraph.

(d) Should the Trustee die, resign or become otherwise incapacitated during the life of this trust, a new trustee shall thereupon be appointed by such of the Stockholders as shall still retain their stock in the Company and such other holders of stock in the Company as shall have given the agreement required by subdivision (b) of this paragraph. Any appointment in writing duly executed and acknowledged by a majority in interest of the parties qualified to make such appointment shall be valid hereunder. Should any substituted trustee so appointed fail to qualify, or having qualified, die, resign, or become otherwise incapacitated during the life of this trust, another substituted trustee may in the same manner be appointed in his place; and such substituted trustees may continue to be appointed in the same manner during the life of this trust as often as may be necessary to fill vacancies in the office of trustee. No bond or other security shall be required of the Trustee or of any substituted trustee appointed hereunder.

(e) Any income received by the Trustee or by any substituted trustee hereunder by virtue of his membership in the Company shall be received subject to this trust. The said Trustee or substituted trustee shall distribute to each of the Stockholders, and to each of such alienees or successors in interest of the Stockholders as shall have given the agreement provided for in subdivision (b) of this paragraph, such proportionate share of the income so received as the stockholding of such person in the Company shall bear to the total outstanding stock of the Company. But in the event that any of the Stockholders or any of their successors in interest, shall have aliened any of their stock in the Company without obtaining the agreement provided for in subdivision (b) of this paragraph; or in the event that such stock shall have become the property of any person or persons who have not given such an agreement: then the Trustee or his successor as trustee, may, at his option, either pay over to such stockholder in the Company the share of any income so received proportionate to such stockholder's proportionate stockholding in the Company, or retain such proportionate share in trust to secure the proportionate indemnity of the said party of the first part or his successor as trustee for any losses suffered or additional money or other capital invested as set forth in subdivision (b) of this paragraph, or pay over part of such share and retain part of such share. The fact that the Trustee or his successor as trustee may at any time pay. over any such share shall not preclude him from subsequently retaining other shares of income thereafter received, nor shall his retaining of any share preclude him from afterwards paying over other shares of income thereafter received. If at any time the said trustee shall suffer any loss or invest any additional money or other capital as set forth in subdivision (b) of this paragraph, the said trustee may indemnify himself proportionately out of any moneys so retained or any income thereof. The money so retained and any income thereof, shall, subject to the obligation secured by its retention, be held in trust for the holder, at the time of its receipt, of the stock which it represents, and may be paid over to such individual by the party of the first part or his successor as trustee at any time at his option, and shall be so paid over, together with any income thereof, but less any sums taken therefrom by way of indemnity, not later than the termination of this trust.