THE 1996 SHANNON ANN FARRAH TRUST dated September 29, 1996 * * * * * BARRY R. SHREIAR, Trustor BARRY R. SHREIAR, Trustee September 29, 1996 THE 1996 SHANNON ANN FARRAH TRUST dated September 29, 1996 THIS 1996 SHANNON ANN FARRAH TRUST dated September 29, 1996 (hereinafter referred to as the "Trust Agreement" or the "Trust") is made this 29th day of September, 1996, by and between BARRY R. SHREIAR, Trustor (hereinafter referred to as "Trustor"), and BARRY R. SHREIAR, Trustee in order to establish a separate trust for the benefit of SHANNON ANN FARRAH (herein "Beneficiary") under the terms and conditions herein stated. ARTICLE I. THE TRUST ESTATE Trustor, without any consideration on the part of Trustee, has delivered to Trustee money and property, as described in Exhibit "A", attached hereto as part of this Trust Agreement. Said property and the proceeds received by Trustee therefrom, and all money and property hereinafter held by or received by Trustee, as Trustee hereunder, shall constitute the Trust estate ("Trust Estate"). Trustee acknowledges delivery of said property and agrees to hold and manage the same, in trust, for the uses and in the manner hereinafter set forth. Trustor or any other legal person or entity shall have the right by Will or otherwise to add to this Trust any other property acceptable to Trustee, and such property shall become a part of the Trust Estate. The name of this Trust shall be "THE 1996 SHANNON ANN FARRAH TRUST dated September 29, 1996." I. ARTICLE IRREVOCABILITY Trustor hereby designates this Trust as an irrevocable trust and hereby irrevocably commits any and all funds and property listed on Exhibit "A" to the purposes set forth herein, to be held, administered, and distributed in accord with the herein provisions. No person shall have the power to alter, amend or revoke this Trust Agreement in whole or in part. I. ARTICLE POWER TO WITHDRAW TRUST ESTATE Trustee agrees, if Trustee accepts any additions, to hold and manage such additions in trust for the use and in the manner set forth in this Trust Agreement. In the event such addition constitutes a lifetime gift from Trustor, then the following shall apply: A. For a period of fifteen (15) days following any contribution to the Trust Estate by the Trustor or any other person, each Beneficiary shall have the right to withdraw from any part of the Trust Estate (including but not limited to the actual contribution) an amount equal to the lesser of: 1. The entire contribution; or 1. A portion of the contribution having a fair market value equal to the amount specified for gift tax exclusion in Internal Revenue Code 2503(b) as from time to time amended, determined as of the date of the contribution. If the donor is married at the time of the gift, this portion shall be doubled whether or not the donor's spouse joins in the gift pursuant to Internal Revenue Code 2513 as from time to time amended, except where married donors each make simultaneous gifts to the Trust Estate, then the exclusion in Internal Revenue Code 2503(b) shall be applied on a per donor basis. Provided, that the aggregate withdrawals with respect to contributions made by one donor during any single calendar year shall not exceed the fair market value of the foregoing Internal Revenue Code limitation determined as of the date of contribution. A. Withdrawals shall be by written request delivered to Trustee. A. If Beneficiary is under a legal disability during part or all of a withdrawal period, the guardian of Beneficiary may exercise such withdrawal on Beneficiary's behalf. A. Each time Beneficiary acquires a right of withdrawal as above provided, Trustee shall so notify Beneficiary or Beneficiary's guardian. A. On the death of Beneficiary, Beneficiary shall have the power to appoint the principal and any undistributed income of the Trust Estate, or any part thereof, to Beneficiary's spouse, to one or more of Beneficiary's issue then living, to one or more of Trustors' issue then living, or to a trust or trusts for their benefit. Such power of appointment shall be exercised only by a provision in the Last Will and Testament of Beneficiary expressly exercising such power. Unless within ninety (90) days after Beneficiary's death, Trustee has actual notice of the existence of a Will exercising such power, Trustee shall, without incurring any liability to any appointee, proceed as if such power had not been exercised; provided, however, that this sentence shall not bar any right which an appointee may have to enforce the appointment. I. ARTICLE DISTRIBUTION OF INCOME AND PRINCIPAL A. So long as Beneficiary is under the age of twenty-one (21), Trustee shall pay to or apply for the benefit of Beneficiary, as much of the net income and principal of the Trust as Trustee, in Trustee's discretion, deems necessary for the proper health, support, maintenance, and education of Beneficiary, after taking into consideration, to the extent Trustee deems advisable, any other income or resources of Beneficiary known to Trustee. Any net income not distributed shall be accumulated and added to the principal. A. When Beneficiary attains age twenty- one (21), Trustee shall pay to or apply for the benefit of Beneficiary the entire net income of Beneficiary's trust, quarter-annually or at more frequent intervals. Trustee may also pay to or apply for the benefit of Beneficiary as much of the principal of Beneficiary's trust as Trustee, in Trustee's discretion, deems necessary for the proper health, support, maintenance, and education of Beneficiary, after taking into consideration, to the extent Trustee deems advisable, any other income or resources of Beneficiary known to Trustee. A. At the time Beneficiary attains age forty (40), Trustee shall distribute to Beneficiary the remainder of the principal and any and all accumulated income on the principal of Beneficiary's trust as then constituted. A. If Beneficiary dies before becoming entitled to receive distribution of his or her entire trust, the undistributed balance of that Beneficiary's trust shall thereupon be divided into as many equal shares as there are living children of the deceased Beneficiary and Trustee shall distribute such shares outright and free of trust. If Beneficiary dies leaving no living children, the undistributed balance of that Beneficiary's trust shall be distributed to the then living brothers and sisters of Beneficiary in equal shares; provided, however, that if a brother or sister is then deceased leaving children then living, said deceased sibling's share shall be distributed to said living children in equal shares. Notwithstanding the above, if any part of that balance would otherwise be distributed to a person for whose benefit a trust is then being administered under this Trust Agreement, that part shall instead be added to that trust and shall thereafter be administered according to its terms. A. If at any time before full distribution of the Trust Estate, all persons described above are deceased but issue of Trustor are then living, the Trust Estate shall thereupon be distributed outright to said living issue based on the principal of representation, but if all Trustors' issue are deceased and no other disposition of the property is directed by this Trust, the Trust Estate or the portion of it then remaining shall thereupon be distributed to those persons who would then be Trustors' heirs, their identities and respective shares to be determined according to the laws of the State of California then in effect relating to the succession of separate property not acquired from a predeceased spouse, and assuming an equal share for each Trustor hereunder. A. With respect to any sum or property, whether income or corpus, which is required or permitted to be distributed out of any trust hereunder to or for the benefit of any person who, at the time, is a minor or whom Trustee of such trust, in Trustee's reasonable discretion, determines to be under any disability preventing such person from acting properly in his or her own behalf (irrespective of whether legally so adjudicated), Trustee of such trust may properly make distribution of the same in any one or more of the following ways as such Trustee, from time to time, in Trustee's sole discretion, shall deem to be most expedient in the best interests of such person; namely, by paying, distributing, or applying the same to: 1. Such person directly, 1. The legal guardian of such person, 1. An apparently qualified individual or bank who, in taking the same "as custodian for" such person "under the" appropriate state's "uniform gifts to minors act", indicates that such sum or property will be treated in all respects as "custodial property" for the benefit of such person in accordance with the provisions of the Uniform Gifts to Minors Act of such state (whether or not such act permits custodial property of such an origin), 1. The parent, spouse, or other individual having the care and custody of such person who, as such person's natural guardian, shall preserve the same for the immediate or ultimate benefit of such person (or such person's estate), but who shall not be obligated to qualify as a legal guardian or account to any probate court therefor, 1. Trustee or Trustees of any trust all of the assets of which are then fully and unqualifiedly withdrawable by such person, 1. The direct payment of any educational, medical, or other proper expense of such person (including expenses, such as taxes, repairs, etc., reasonably appropriate to preserving any assets belonging to such person) as long as such expense is not the legal obligation of any other person, 1. The purchase of stocks, bonds, insurance (the term "purchase" shall include any premium payment), or other properties of any kind, the ownership of which is registered in the sole name of such person, or 1. The making of a deposit into a bank, savings and loan association, brokerage, or other similar account in the sole name of such person; provided, if distribution in the manner described in subparagraphs (3) and (4) is made, Trustee may require legally enforceable indemnification in favor of such person against anyone other than such person (or his or her estate) benefiting thereby (even through the discharge of an obligation to support such person). The receipt for or evidence of any such payment, distribution, or application shall be a complete discharge and acquittance of Trustee to the extent of such payment, distribution, or application and, except for enforcement of any above described indemnification, Trustee shall have no duty to see to the actual application of amounts so paid or distributed to others. Even in the absence of minority or disability, distributions made in the manner provided in subparagraphs 1, 5, 6, 7, or 8 above shall be conclusively deemed to have been made for the "direct" benefit of such person. A. In exercising Trustee's discretion hereunder, Trustee shall be entitled to rely upon the written certification of Beneficiary or the parent or legal guardian of Beneficiary as to the nature and extent of Beneficiary's needs and the inadequacy of Beneficiary's resources apart from the Trust. When relying upon such certifications, Trustee shall not be required to make further inquiry into the authenticity of the need or to the availability of other resources to satisfy the need. It is Trustors' desire that Trustee consider the needs of Beneficiary in keeping with the standard of living that has been previously enjoyed by Beneficiary and that Trustee consider the needs of Beneficiary for support, care, maintenance, and education as the primary purposes of the Trust. I. ARTICLE POWERS OF TRUSTEE A. In order to carry out the purposes of this Trust and subject to any limitation stated elsewhere in this Trust, Trustee is vested with the following powers, in addition to those now or hereafter conferred by law, affecting the Trust and the Trust Estate: 1. To retain any property or business interest transferred, devised or bequeathed to Trustee, or any undivided interest therein, regardless of any lack of diversification, risk, or nonproductivity and regardless of whether or not such property be of a character authorized by the laws of the State of California for investment of Trust funds and to continue the operation of any such business interest at the risk of the Trust Estate as long as Trustee deems advisable. 1. To invest and reinvest the Trust Estate in any property or undivided interest therein, wherever located, including bonds, notes, (whether secured or unsecured), contracts of life insurance, stocks of corporations, interests in general or limited partnerships, real estate or any interest therein and interests in trusts, including but not limited to interests in any common trust fund or funds now or hereafter established and being administered by a corporate Trustee of this Trust solely for the investment of Trust funds. 1. To have all the rights, powers, and privileges of an owner with respect to securities held in trust, including, but not limited to the power to vote and give proxies and pay assessments or other charges, to participate in voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers and liquidations and in connection therewith to deposit securities with and transfer title to any protective or other committee under such terms as Trustee may deem advisable, and do all other acts which men of prudence, discretion and intelligence would do or take for their own account. 1. To manage, control, grant options on, sell (for cash or on deferred payments), convey, exchange, partition, divide, improve, and repair trust property and to margin, option, and deal with and in commodities, futures and all similar securities, as Trustee shall deem advisable, from time to time. 1. To lease Trust property for terms within or beyond the terms of the Trust and for any purpose, including exploration for and removal of gas, oil, and other minerals; and to enter into community oil leases, pooling and unitization agreements. 1. To borrow money, and to encumber or hypothecate Trust property by mortgage, deed of trust, pledge, or otherwise for the debts of the Trust or the joint debts of the Trust and others as co-owners of Trust property. 1. To loan or advance Trustee's own funds to the Trust for any Trust purpose, with interest at current rates; to receive security for such loans in the form of a mortgage, pledge, deed of trust, or other encumbrance of any assets of the Trust, to purchase assets of the Trust at their fair market value as determined by an independent appraisal of those assets; and to sell property to the Trust at a price not in excess of its fair market value as determined by an independent appraisal. 1. To keep any property in the name of Trustee or a nominee with or without disclosure of any fiduciary relationship. 1. To carry, at the expense of the Trust, insurance of such kinds and in such amounts as Trustee deems advisable to protect the Trust Estate and Trustee against any hazard. 1. To employ managers, agents, attorneys, accountants, auditors, depositories and proxies, with or without discretionary powers and to rely on the advice given by such advisors. 1. To commence or defend, at the expense of the Trust, such litigation with respect to the Trust or any property of the Trust Estate as Trustee may deem advisable, and to compromise or otherwise adjust any claims or litigation against or in favor of the Trust. 1. To take any action and to make any election, in Trustee's discretion, to minimize the tax liabilities of this Trust and its beneficiaries, and it shall have the power to allocate the benefits among the various beneficiaries, and Trustee shall have the power to make adjustments in the rights of any beneficiaries, or between the income and principal accounts, to compensate for the consequence of any tax election or any investment or administrative decision that Trustee believes has had the effect of directly or indirectly preferring one beneficiary or group of beneficiaries over others. 1. Except as otherwise specifically provided in this Trust, Trustee shall have the power, exercisable in Trustee's discretion, to determine what is principal or income of the Trust Estate and to apportion and allocate receipts and expenses and other charges between these accounts, including also the power to charge in whole or in part against principal, or to amortize out of or charge forthwith to income, premiums paid on the purchase of bonds or other obligations. Trustee shall not be required to establish a reserve for depreciation or to make charges against income therefor, but may do so if Trustee, in Trustee's discretion, so determines such reserve and charges to be established on such assumptions and in such amounts as Trustee shall determine. If the Trust shall be a member of a partnership, Trustee shall be entitled to accept, with respect to such partnership interest, any accounting methods used by the partnership, regardless of whether such methods shall include depreciation reserves, regardless of the assumptions on which any such reserve may be based, and regardless of whether such accounting methods are inconsistent with those methods used by Trustee with respect to other property of the Trust Estate. No inference of imprudence or partiality shall arise from the fact that Trustee, in exercising the discretion conferred here on Trustee, shall have allocated a receipt or expenditure in a manner contrary to any provision of the California Revised Uniform Principal and Income Act. Except insofar as Trustee shall exercise the discretion conferred on Trustee and except as otherwise provided in this Trust, matters relating to principal and income shall be governed by the provisions of the California Revised Uniform Principal and Income Act from time to time existing. 1. In any case in which Trustee is required pursuant to the provisions of the Trust, to divide any Trust property into parts or shares for the purpose of distribution, or otherwise, Trustee is authorized, in Trustee's absolute discretion, to make the division and distribution in kind, including undivided interests in any property, or partly in kind and partly in money, and for this purpose to make such sales of the Trust property as Trustee may deem necessary on such terms and conditions as Trustee shall see fit. 1. Early Termination. Trustee, or any Successor Trustee, shall have the power to terminate this Trust should the balance on hand decrease to an amount less than Twenty-Five Thousand Dollars ($25,000), which amount Trustee or the Successor Trustee deems could not be efficiently and economically administered by Trustee, or the Successor Trustee, or distribute free of Trust any property determined by the Trustee in the Trustee's sole and absolute reasonable discretion to be unproductive or under productive and not readily saleable. Included within the definition of unproductive or underproductive property shall be any Trust property which has been at any time subject to environmental contamination or hazard. 1. To comply fully with all present and future laws applicable to the Trust or the Trustee in the administration of the Trust whether enacted by federal, state or local authorities including all environmental laws, regulations and ordinances, at the sole expense of the Trust, including actions which require the Trust to be classified as a generator or transporter of environmentally hazardous or suspect materials. 17. The enumeration of certain powers of Trustee shall not limit Trustee's general powers, Trustee, subject always to the discharge of Trustee's fiduciary obligations, being vested with and having all the rights, powers and privileges which an absolute owner of the same property would have. A. From the income and principal of the Trust Estate Trustee shall pay and discharge all expenses incurred in the administration of this Trust and the protection of this Trust against legal or equitable attack, including counsel fees and a reasonable fee for his own services as such Trustee, which compensation and expenses constitute a first lien on the Trust Estate. II. ARTICLE REGULATION OF TRUSTEE 6.1 Successor Trustees. BARRY R. SHREIAR is hereby designated as Trustee of this Trust. He shall have the right to appoint any person to act with him as Co-Trustee or as sole Trustee, remove such appointed Trustee, reinstate himself as Trustee, and designate Successor Trustees. Upon the death, resignation or inability of BARRY R. SHREIAR to act or to continue to act as Trustee, and no Successor Trustee is designated, then TED CHRISTENSEN is hereby designated to act as Successor Trustee with all of the same powers of appointment, removal, and designation as above granted to the original Trustee. Upon the death, resignation or inability of TED CHRISTENSEN to act or to continue to act as Trustee, and no Successor Trustee is designated, then WELLS FARGO BANK is hereby designated to act as Successor Trustee with all of the same powers of appointment, removal, and designation as above granted to the original Trustee. In the event of any vacancy in the office of Trustee which is not filled as above provided, a court of competent jurisdiction shall appoint a Trustee upon the application of any Beneficiary, present or contingent, interested in this Trust. No bond shall be required of any Trustee or Successor Trustee. All references to "Trustee" or "Trustees" hereunder shall include the Successor Trustee. 6.2 Powers of Successor Trustees. The Successor Trustee shall have all the powers, rights, discretions, obligations, and immunities of Trustee hereunder, to the same effect as though such Successor Trustee was originally named herein as Trustee, except that such Successor Trustee shall be chargeable only with the assets delivered to it by the preceding Trustee, and shall not be under any obligation to investigate or be accountable for any act or omission of any prior Trustee in the administration of this Trust. 6.3 Compensation of Trustees. For his or her ordinary services an individual Trustee shall receive reasonable compensation and a Corporate Trustee shall receive annual compensation in accordance with its fees schedule in effect at the time such fees are taken. It is understood and agreed that said Trustee may adopt different fee schedules from time to time relating to trusts of a type similar to the trust created by this Trust Agreement and that said Trustee's annual compensation hereunder for ordinary services shall as aforesaid be based upon the fee schedule in effect at the time that fees are taken. At the time that said Trustee adopts a new fee schedule which would affect the amount of fees which said Trustee is entitled to receive in administering this Trust, it shall mail a copy of same to Trustors and to all of the then income Beneficiaries. In the event that said Trustee performs services of an extraordinary nature, it shall be entitled to reasonable compensation for such services in addition to the annual compensation for its ordinary services. 6.4 Resignation of Trustee. A Trustee may at any time resign from the Trust hereby created by depositing in the United States mail, postage prepaid, a notice of such resignation addressed to the persons or person then entitled to receive payments hereunder at the addresses of such persons or person last known to Trustee, and such resignation shall take effect at the expiration of sixty (60) days from the date of mailing of such notice and the affidavit of any officer of the Corporate Trustee, as to the date of mailing of such notice, shall be conclusive evidence of its mailing. 6.5 Removal of Trustee. Whenever Trustee hereunder is a trust company or bank, a majority of the then living adult income beneficiaries (or if none of the beneficiaries is an adult, then the guardian or guardians of the estate of the minor beneficiaries), shall have the power to designate a Successor Trustee in the place of the then acting Trustee. Such Successor Trustee must be a trust company or bank qualified to do a trust business and may be located in any state of the United States. Such designation shall be in writing addressed to the then acting Trustee, and shall include the written consent of the named Successor Trustee to act as Trustee hereunder. As soon as practicable after the receipt of such designation, the then acting Trustee shall deliver all assets of the Trust to such Successor Trustee. The Successor Trustee shall have all the powers, rights, discretions, obligations and immunities of Trustee hereunder, to the same effect as though such Successor Trustee were originally named herein as Trustee. 6.6 Liability of Trustee. Trustee shall be exonerated and indemnified by the Trust, to the full extent or its assets, from any and all liability, loss, cost or damage incurred by Trustee in its individual or fiduciary capacity for acts or omissions occurring in connection with the administration of the Trust, including acts believed reasonably necessary by Trustee in order to comply with all laws, including environmental laws relating to Trust property or former Trust property provided that Trustee shall not be exonerated or indemnified from his own grossly negligent actions or omissions. I. ARTICLE SPECIAL TAX PROVISIONS 7.1 Restrictions Relating to Trustor. Without exception of any kind or nature, Trustor hereby renounces all interests, either vested or contingent, including reversionary interests and possibilities of reverter or appointment, which Trustor might at any time otherwise be held to have in the income and/or corpus of this Trust. Notwithstanding anything herein contained to the contrary, no powers enumerated herein or accorded to Trustee generally pursuant to law, singly or as a whole, shall be construed: 1. To enable Trustor (i) to vote any stock which may at any time be directly or indirectly given to this Trust, or (ii) to exercise any power of appointment with respect to this Trust, 1. To enable Trustor to borrow any part of the assets or funds of any trust hereunder, directly or indirectly, unless such loan provides for at least such security and such interest as a commercial bank would deem to be adequate under the then circumstances or unless such loan is made by and with the continuing consent of a then acting Trustee of such trust who is "independent" (i.e., one who is neither Trustor nor related to Trustor in any of the following classifications: spouse, ancestor, lineal descendant, brother, or sister; nor an employee of Trustor; nor a corporation or an employee of any corporation, firm, or partnership in which Trustor is an executive or in which Trustor and/or any trust hereunder has stock or other holdings which are significant from the viewpoint of control), 1. To permit any Trust distribution which would have the effect of discharging any legal obligation of Trustor (including any obligation which Trustor may have at any time relating to the support and/or education of any Beneficiary hereunder), 1. To permit any Trust income of any kind to at any time be applied to the payment of any premium on any policy of insurance on the life of Trustor (or Trustor's spouse), or 1. To enable Trustor to reacquire any Trust property by substituting other property of equal value. If at any time any person other than Trustor makes any additional gift in Trust hereunder, such person shall be deemed thereafter to be an additional "Trustor" with respect to such addition for the purposes of the enunciation and restriction provisions referring to "Trustor" contained in this Article and for the purposes of all limitations, exceptions, restrictions, and exclusions referring to "Trustor" contained in other provisions of this Trust Agreement. 7.2 Restrictions on Fiduciary Actions. It is intended that all Trustees hereunder shall act as fiduciaries and not as the holders of powers for their own benefit. Accordingly and in order to eliminate the negative tax implications which might otherwise be drawn from various broadly worded provisions of this Trust Agreement, the following specific restrictions shall apply to all fiduciaries acting hereunder: 1. Except as otherwise expressly provided herein, each fiduciary, in the exercise of the powers and discretions conferred upon such fiduciary by this Trust Agreement, shall be guided by the best interests, as a whole and in a broad sense, of any Beneficiary hereunder, both present and contingent. 2. Notwithstanding the broad generality of the administrative powers granted to the fiduciaries hereunder by the terms of this Trust Agreement nor of any powers which may be accorded to Trustee generally pursuant to law, neither Trustee nor any other person or persons shall purchase, exchange, or otherwise deal with or dispose of any of the assets held in trust hereunder for less than an adequate consideration in money or money's worth. The foregoing shall not, however, be construed to prohibit any fiduciary hereunder from abandoning property reasonably deemed by such fiduciary to be of insufficient value to warrant the expense of retention. 3. Any fiduciary who is under a legal obligation to support and/or educate any Beneficiary shall under no circumstances partake in any decisions relating to any discretionary distributions which might be used for the support and/or education of such Beneficiary. 4. No person acting in a nonfiduciary capacity shall have any power to either vote or direct the voting of any stock or other securities constituting any part of the property of any trust hereunder or to direct investments or veto proposed investments as to any trust hereunder. 5. Any power which any one Trustee may have to remove another Trustee is likewise to be exercised only in furtherance of Trust purposes and not as a means of improperly influencing the manner in which discretions granted exclusively to that other Trustee are to be exercised. Thus, if one Trustee removes another under circumstances which indicate to the removed Trustee that a substantial purpose of such removal was to improperly influence or change the way in which some Trustee discretion (held exclusively by the thus removed Trustee) is or may be exercised, such Trustee, within thirty (30) days of receipt of the notice of removal, shall deliver to Trustee who gave such notice an affidavit substantiating those circumstances, in which event the removal shall be void for all purposes unless and until a court of proper jurisdiction has determined that such alleged improper influence was not in fact a substantial purpose of such removal. I. ARTICLE GENERAL PROVISIONS 8.1 Prohibition Against Assignment. No interest in the principal or income of any trust created under this Trust Agreement shall be anticipated, assigned, or encumbered, or subject to any creditor's claim or to legal process, prior to its actual receipt by Beneficiary. 8.2 Termination. Unless sooner terminated in accordance with other provisions herein contained, each trust created hereunder shall terminate twenty- one (21) years after the later of the death of the last survivor of Trustors or the death of all Trustors' issue living on the date of execution of this Trust, and upon such termination, Trustee shall pay and distribute the undistributed income and principal of the Trust Estate to the person or persons, for whom said trust is held hereunder. 8.3 Notice of Events. It shall be the duty of the several persons interested herein to notify Trustee and furnish Trustee with reasonable proof of any fact or the happening of any event calling for any change in the administration or distribution of the Trust Estate, and any and all action taken or suffered hereunder by Trustee in good faith in the absence of such notice and proof shall be deemed to be in the proper discharge of the Trust. 8.4 Statements. Trustee shall mail annual statements of account to the persons or person then entitled to receive payments hereunder, and unless such persons or person notify Trustee to the contrary within thirty (30) days from the date of such mailing, such statements shall be conclusively deemed to be correct. 8.5 Definition of "Issue" and "Children". As used in this Trust Agreement, the term "issue" shall refer to lineal descendants of all degrees, and the terms "child," "children," and "issue" shall include adopted persons. As used in this Trust Agreement, the masculine, feminine, or neuter gender, and the singular or plural number, shall each be allowed to include the others whenever the context so indicates. 8.6 Definition of "Education". Whenever provision is made in this Trust Agreement for payment for the "education" needs of Beneficiary, the terms "educational" or "education" shall be construed to include any accredited trade school, college, and postgraduate study, so long as pursued to advantage by Beneficiary, at an institution of Beneficiary's choice; and in determining the payments to be made for such trade school, college or postgraduate education, Trustee shall take into consideration Beneficiary's related living expenses to the extent that they are reasonable. 8.7 Governing Law. This Trust will be administered in the State of California, and its validity, construction, and all rights thereunder, shall be governed by the laws of the State of California. If any provision of this Trust Agreement shall be invalid or unenforceable, the remaining provisions thereof shall continue to be fully effective. Trustors and Trustee have executed this Trust Agreement as of and on the date above first written. TRUSTOR: SUCCESSOR TRUSTEE: _______________________________ ______________________________ BARRY R. SHREIAR TED CHRISTENSEN TRUSTEE: _______________________________ BARRY R. SHREIAR SCHEDULE "A" One Hundred Dollars ($100) Nine hundred thirty nine thousand nine hundred thirty one (939,931) shares of M.G. Products, Inc. ACKNOWLEDGEMENTS STATE OF CALIFORNIA ) )ss. COUNTY OF ______________ ) On ___________________ before me, ___________________________ personally appeared ______________________________, /____/ personally known to me or /___/ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. ____________________________________ ____________________________________ Name (Typed or Printed) CAPACITY CLAIMED BY SIGNER: _____ individual signing for oneself/themselves. _____ corporate officer(s) ___________________________(Titles) _____ partner(s) _____________________________Limited _____________________________General _____ attorney-in-fact _____ trustee(s)/trustor(s) _____ guardian/conservator _____ other:_______________________________________________ __ SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) _____________________________________________________ __ _____________________________________________________ __ _____________________________________________________ __ STATE OF CALIFORNIA ) )ss. COUNTY OF ______________ ) On ___________________ before me, ___________________________ personally appeared ______________________________, /____/ personally known to me or /___/ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. ____________________________________ ____________________________________ Name (Typed or Printed) CAPACITY CLAIMED BY SIGNER: _____ individual signing for oneself/themselves. _____ corporate officer(s) ___________________________(Titles) _____ partner(s) _____________________________Limited _____________________________General _____ attorney-in-fact _____ trustee(s)/trustor(s) _____ guardian/conservator _____ other:_______________________________________________ __ SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) _____________________________________________________ __ _____________________________________________________ __ _____________________________________________________ __