© by Newland & Associates

Table of Contents

• Article I - Successor Trustee
• Article II - Transfer of Property and Beneficiaries
• Article III - Rights Reserved by Grantor (Creator)
• Article IV - Insurance Provisions
• Article V - Distributions During Grantor's Lifetime
• Article VI - Distributions After Grantor's Death
  1. Marital Trust
  2. Family Trust
  3. Distributions at Spouse's Death
• Article VII - Administrative and Miscellaneous Provisions
• Article VIII - Trustee's Powers
• Signature Page
• Schedules of Property
  • Schedule A Property
  • Schedule B Insurance

William W. Whitewater Revocable Living Trust Agreement

AGREEMENT made this January 4, 1999 between WILLIAM W. WHITEWATER of Manassas, Virginia, (the creator of the Trust who is sometimes called the "Grantor," hereafter), and WILLIAM W. WHITEWATER of Manassas, Virginia (hereafter sometimes called "Trustee").

I. Successor Trustee

The term "Trustee" as used in this Trust means one or more Trustees as well as any Successor Trustee or Successor Co-Trustees.

A. Successors; Death of Grantor

In the event of the death, resignation, removal, or incapacity of the Grantor, WILLIAM W. WHITEWATER, then his wife, JANET E. WHITEWATER, and his son and daughter, JOHN W. WHITEWATER and MARY L. WHITEWATER, shall all three serve as Successor Co-Trustees. In the event that any of the three Successor Co-Trustees named immediately above is unable to serve, then the remaining two shall serve as Successor Co-Trustees. In the event that all but one of the three family members named above are unable to serve as Successor Co-Trustees, then the sole remaining family member capable of serving as a Successor Trustee shall serve in his or her individual capacity as the sole Successor Trustee.

B. Removal of Trustee by Grantor

The Grantor reserves the right to remove any Trustee, Trustees, or Successor Co-Trustees.

C. Responsibility of Trustee

A Successor Trustee shall become responsible for the Trust Estate only when the same has been received by it. No Successor Trustee shall be responsible for any act or omission of any prior Trustee, nor shall any Successor Trustee be under a duty to take any proceedings against any prior Trustee for an act or omission of any prior Trustee. In determining what assets constitute the Trust Estate, the Successor Trustee shall be responsible only for the making of reasonable inquiry from records of the prior Trustee.

D. Annual Statements by Successor Trustee

The Successor Trustee agrees to furnish annual statements to the beneficiaries receiving income hereunder, showing all receipts and disbursements during the period covered, and to submit annually a statement of the assets of the Trust.

E. Resignation of Trustee(s)

Any Trustee shall have the right to resign and if a Successor is not named in this Trust, the Grantor shall appoint a Successor Trustee. In the event of the death of the Grantor, or failure or inability of the Grantor to name a Successor, then the Trustee shall deliver notice by certified mail, at least thirty (30) days prior to the effective date of such resignation, to each of the ascertained and then-living beneficiaries of the Trust to, or for, whom income may currently be paid or used, or their guardians, addressed to the last known address of such persons as disclosed by the Trustee's records. Within twenty (20) days after the delivery or mailing of such notice of resignation, a majority of the adult beneficiaries and guardians shall select a Successor Trustee and shall in writing, signed by a majority of the adult beneficiaries or guardians, inform the Trustee of the identity of the selected Successor Trustee. If a majority of the adult beneficiaries and guardians fail to select a Successor Trustee within the twenty (20)-day period, the resigning Trustee shall select a Successor Trustee. The Trustee shall, upon the effective date of the resignation, deliver to the Successor Trustee and each beneficiary of the Trust a statement of the last two years' receipts and disbursements, together with an inventory of the assets belonging to the Trust.

II. Transfer of Property and Beneficiaries

A. Assets Transferred

The Grantor has this day transferred to the Trust the property described on Schedule "A" attached hereto and made a part of this Trust. Later, other property, real or personal, may be transferred, during life or by Will, to the Trust by the Grantor or by someone acting on his behalf. If further property is transferred to the Trust, it should be listed on the attached Schedule which is for reference only. Property transferred to this Trust formally or informally, but not listed on Schedule "A," shall also be part of the Trust.

All property transferred to the Trust formally or informally, together with the investments and reinvestments, constituting additions to the principal of the Trust, and the income therefrom, are sometimes hereafter collectively designated the "Trust Estate." All property transferred to or deposited with the Trustee shall be held by it in trust for the uses and purposes stated hereafter.

B. Beneficiaries

In addition to the Grantor, the primary beneficiaries of this Trust, their birth dates and relationships to the Grantor, are as follows:

NAME                 RELATIONSHIP    YEAR OF BIRTH
---------------------------------------------------
JANET E. WHITEWATER     Wife             1923
JOHN W. WHITEWATER      Son              1956
MARY L. WHITEWATER      Daughter         1958

III. Rights Reserved by Grantor (Creator)

The Grantor reserves the following rights during his lifetime:

A. Right to Change Trust

The right to change, amend or alter any of the terms or provisions of this Trust Agreement at any time. All changes, amendments or alterations must be written and will not become effective until signed by the Trustee.

B. Right to Terminate

The right to terminate this Trust Agreement, in whole or in part, at any time. Any complete or partial termination shall become effective upon delivery of notice in writing to the Trustee.

C. Right to Withdraw Assets

The right to withdraw and return to the Grantor, all or any, part of the assets transferred to the Trust formally or informally whether or not listed on the Schedule attached. The exercise of this right of withdrawal, in whole or in part, will become effective upon delivery of notice in writing to the Trustee.

IV. Insurance Provisions

A. Policy Beneficiaries

The Grantor may make insurance policies payable to the Trust or the Trustee as primary or contingent beneficiary. Such beneficiary designations may also be amended or terminated by the Grantor. A reference to the potential policy proceeds transferred or made payable to the Trust or the Trustee should be shown on Schedule "B" attached.

B. Payment of Premiums

The owner of the policies shall pay all premiums or assessments on them, and the Trustee shall be under no obligation to see that the premiums or assessments are paid. The Trustee shall be under no obligation with respect to the policies, other than for their safekeeping, unless agreed otherwise. Nothing contained in this Trust shall be interpreted as an obligation on the part of the owner or the Trustee to keep the policies in force.

C. Ownership of Policies

The owner of the policies reserves all incidents of ownership in the insurance policies. It is the intent of the Grantor that the Trust be operative with respect to the proceeds of the policies which are payable to the Trustee or Successor Trustee at the time of the death of the insured.

D. Pledging and Assigning Policies

If the policy owner requests, the Trustee will join with the policy owner in executing instruments assigning or pledging any insurance policies subject hereto. Upon the execution of such instruments by the Trustee, all of the rights and interest of such Trustee, and this Trust, will be and remain subject to the rights and interest of such assignee or pledgee.

E. Collecting Policy Proceeds

Upon the death of the Grantor, the Trustee shall collect the proceeds of the policies payable to this Trust or the Trustee. If necessary, the Trustee may institute legal proceedings to enforce the payment of the policies or do any other acts necessary to collect under the policies. However, the Trustee shall not be required to maintain any litigation to enforce the payment of the policies until reasonably assured of indemnity against expenses and liabilities which may be associated with such litigation. The Trustee is authorized to compromise and adjust claims arising out of the insurance policies upon such terms and conditions as seem just, and the decision of the Trustee shall be binding and conclusive upon all interested persons and corporations.

V. Distribution of Income and Principal of Trust Estate During Grantor's Lifetime

During the lifetime of the Grantor, the Trustee shall hold, administer and distribute the Trust income and principal as follows:

A. Distribution of Income

The Trustee may accumulate all of the income from the assets transferred to the Trust or distribute all or any portion of the income from the Trust to the Grantor. The Trustee may distribute income to third parties as determined by the Trustee or as directed by the Grantor.

B. Distribution of Principal

Unless incapacitated, the Grantor may direct the Trustee to distribute any amount of principal to the Grantor or a third party. This power can be exercised in such a manner that all of the assets may be taken from this Trust.

C. Incapacity of Grantor

If the Grantor becomes incapacitated, the Successor Trustee(s) described in this Trust shall become active in the order and capacity designated. In the event of the Grantor's incapacity, then the Successor Trustee will act in the same capacity as the Grantor could have acted. The Successor Trustee may withdraw principal or income from the Trust for the Grantor's benefit or for those individuals dependent upon the Grantor. Such withdrawals should be consistent with the value of the Trust and the mode of living to which the Grantor and the Grantor's dependents have been accustomed.

D. Life Support Systems

In the event the Grantor is terminally ill or irreversibly comatose and is receiving life-prolonging medical treatment, the health-care provider (physician or hospital staff members) shall consult with the Successor Trustee to determine if such measures should be continued. "Life-prolonging treatment" as used herein means "medication and artificially or technologically supplied respiration, nutrition, or hydration" that prolongs the life of the Grantor. The health-care provider shall consult with the Successor Trustee to determine whether the benefits of continued treatment outweigh the burdens of such treatment.

It is the desire of the Grantor that life-prolonging treatment not be continued for an unreasonable period when it is clear that the condition of the Grantor will not improve and the treatment merely prolongs the Grantor's life without dignity.

VI. Distribution of Income and Principal of Trust Estate Subsequent to Grantor's Death

Upon the death of the Grantor, if the Grantor's spouse is surviving and if there is a possibility that the Grantor's estate will incur Federal estate taxes, the Trustee will divide the assets of this Trust into two parts, sometimes called the "Marital Trust" and the "Family Trust." The allocation of assets to the two Trust portions will be made using a formula in the Marital Trust provisions referred to as a "reduce to zero formula." "Reduce to zero" means to fund the Marital Trust with the smallest amount of property necessary to claim a marital deduction in an amount that, when subtracted from the decedent's taxable estate, will leave a remainder which is subject to no or "zero" Federal estate tax.

A. Marital Trust

(1) Reduce to Zero Formula

If the Grantor's wife, JANET E. WHITEWATER, survives the Grantor, the Trustee will set aside in a separate Trust the following:

(a) The amount of Marital Deduction needed to reduce the U.S. Federal estate tax on the Grantor's estate to zero, after taking into account all credits allowable against such tax; less

(b) The aggregate value of all interests in property, if any, which pass to the Grantor's wife, or which have already passed to or for her benefit, other than through the provisions of this Marital Trust, but only to the extent that such interests are included in determining the Grantor's gross taxable estate and are allowable as a Marital Deduction for Federal estate tax purposes.

(2) Selection of Assets for Marital Trust

The Trustee will have the power and the sole discretion to fund this Trust wholly or partly in cash or kind and to select the assets which shall constitute this Trust. The assets selected shall be valued at the date they are assigned to the Marital Trust. The Trustee will not include in this Marital Trust any assets or the proceeds of any assets which do not qualify for the Marital Deduction for Federal estate tax purposes, and the Marital Trust shall be reduced to the extent it cannot be funded with such qualifying assets.

In addition, the Trustee shall not include in the Marital Trust portion any assets or the proceeds of any assets (i) with respect to which any estate or death taxes are paid to any foreign country or any of its possessions or subdivisions, or (ii) with respect to which any tax credit or deduction is available because such assets or the proceeds thereof are subject to both Federal estate and income taxes (provided, however, that such assets or the proceeds thereof shall be allocated to this Trust in the order stated to the extent that there are no other assets which may be thus allocated in satisfaction of the formula amount set forth herein). The exercise of the foregoing powers and discretion by the Trustee will not be subject to question by or on behalf of any beneficiary under this Trust, regardless of their effect upon the interest of such beneficiary.

(3) Income from the Marital Trust

Commencing with the Grantor's death, the Trustee shall pay all the income from the Marital Trust in convenient installments, but not less frequently than quarter-annually, to the Grantor's wife, JANET E. WHITEWATER.

(4) Principal of the Marital Trust

The Trustee is hereby authorized to advance to the Grantor's wife, or expend for her benefit or for the benefit of any other person designated by her, such portions of the principal of the Marital Trust as the Grantor's wife directs. This power includes a partial or total withdrawal of principal. If the Grantor's wife is unable to exercise this right, by reason of physical or mental disabilities, the Successor Trustee (other than the Grantor's wife) is hereby authorized to give to the Grantor's wife, or expend for her benefit, such portion of the principal of the Marital Trust (including the balance of the Marital Trust) as the Successor Trustee, in its sole discretion, deems appropriate to suitably support and maintain the Grantor's wife. The intent is that she may continue to have the advantages of the standard of living to which she was accustomed during the lifetime of the Grantor.

(5) Marital Trust Disposed of by Wife's Will

The Grantor's wife shall have the right and authority to direct the disposition of the principal of this Marital Trust by her Will, regardless of the date the Will is executed. She may give the Marital Trust to her estate or to such persons and in such manner as she selects; provided, however, that this power of appointment shall be exercisable only by specific reference to the power in her Will.

(6) Failure to Dispose of Marital Trust Assets

If the Grantor's wife fails to exercise the testamentary power of disposition given her above, or only partially exercises such power of disposition, then after her death, the Successor Trustee shall transfer to her Personal Representative (who may be the Successor Trustee) an amount equal to any additional estate, inheritance, succession and other similar taxes imposed on her estate because of the existence of this power of disposition. The remaining balance of the Marital Trust will be added to the principal of the Family Trust. If the Successor Trustee receives no notice of the existence of a Will for the Grantor's wife within six months (6 months) after her death, the Trustee may proceed without liability as if there was no Will.

(7) Simultaneous Death Provisions

If the Grantor's wife and the Grantor die under such circumstances that the order of death cannot be established by proof, then for the purposes of this Trust Agreement, the Grantor's wife shall be presumed to have survived him.

B. Family Trust

Subject to the foregoing, all of the remainder of the Trust property will be allocated by the Successor Trustee to the Family Trust for the following uses and purposes:

(1) Income from Family Trust - Sprinkle

During the lifetime of the Grantor's wife, JANET E. WHITEWATER, the Successor Trustee (other than the Grantor's wife) may distribute to, or for the benefit of, the Grantor's wife and children, so much of the net income from the Family Trust as the Successor Trustee, in its sole discretion, deems necessary utilizing the standards set forth in the following paragraphs. This income shall be distributed quarter-annually or more frequently. Any net income not distributed at the Trust's year end shall be added to the principal of the Trust.

(2) Principal of Family Trust - Sprinkle

During the lifetime of the Grantor's wife, if the income from the Family Trust, together with the receipts from other sources known to the Trustee, shall be insufficient for the health, support, maintenance, and education of the Grantor's wife and children, then the Successor Trustee (other than the Grantor's wife) is authorized to pay to the Grantor's wife, or for her benefit, and for the benefit of the Grantor's children, so much of the principal of the Family Trust as may be deemed necessary for such purposes.

C. Distributions at Spouse's Death

Upon the death of the Grantor's Wife, JANET E. WHITEWATER, or upon the Grantor's death if she does not survive the Grantor, the assets of this Trust shall be allocated and distributed as follows.

(1) Division Into Shares

The Trustee shall divide the balance of the Family Trust into as many equal shares as there are children then living, and one share for the then-living issue ("grandchildren" of the Grantor) by right of representation of a deceased child. The portion allocated to an adult child shall be distributed as soon as reasonably practicable after the death of the Grantor or the Grantor's spouse, whoever dies last.

(2) Death of Child Before Receiving Full Share -- No Issue

If either of the Grantor's children dies before receiving all of the share of the Trust he would have otherwise received, leaving no issue surviving, then, under such circumstances, all the remainder of that share shall be added to the Family Trust and distributed according to its provisions. If any of the shares of this Trust have expired through the passage of time, then the amount which would have been added to such expired share will go to the beneficiary thereof. The portion added to any existing shares shall constitute principal thereof, and the Trust conditions applicable shall govern the disposition of the principal and income.

(3) Death Before Receiving Full Share With Issue

If either of the Grantor's children dies before he has received all of the Trust assets designated for such deceased child leaving surviving issue (grandchildren of the Grantor), the remainder of that share shall be distributed to the issue of the deceased child by right of representation in accordance with the following provisions:

(a) Sub-Trust(s) for Issue of Deceased Child (Grandchildren)

If any portion of the Trust becomes payable to any issue of a deceased child of the Grantor (grandchildren) who has not yet become thirty (30) years of age, then the entire portion allocable to the deceased child shall be held as a separate share and divided into sub-trusts, one for each issue (grandchild). When each grandchild attains age twenty-five (25), he or she shall receive one-half (50%) of the then balance of the sub-trust. When a grandchild becomes age thirty (30), the sub-trust for that grandchild shall terminate, at which time the remaining assets of the sub-trust shall be distributed to the grandchild. Until the youngest issue (grandchild) of a deceased child of the Grantor receives his or her final distribution, the Trustee shall retain such sub-trust(s) for the benefit of such beneficiaries (grandchildren) with all of the investment and administrative powers herein conferred upon the Trustee. The Trustee will pay to such beneficiaries, or on their behalf, so much of the net income and principal as the Trustee deems reasonably necessary to provide for their health, support, maintenance and education, and will accumulate the remainder of the income, if any, and add it to the principal of such portion.

(b) Death of all Beneficiaries (Grandchildren) of a Particular Share

If the beneficiary of a sub-trust dies prior to receiving the final distribution leaving no surviving issue in that family, then the sub-trust(s) for the deceased issue (grandchild) shall terminate, and all of the then remaining principal of such sub-trust(s) shall be equally divided among and distributed to the Grantor's then surviving child or the then surviving issue of the deceased child. Provided, however, that if there then is in existence hereunder a sub-trust for any beneficiary, the sub-trust(s) shall be transferred and added to such sub-trust(s), and shall be held, managed and disposed of in the same manner as the share to which it is added.

(4) Guidelines for Family Trust Use

In the administration of the Family Trust to the extent that the funds in the Trust Estate are considered by the Trustee to be sufficient for the purposes described below, the Trustee shall distribute funds to allow any children of the Grantor or their issue an opportunity to:

(a) Obtain a college or university education or pursue other types of education or higher learning;
(b) Assist any beneficiary in establishing, operating, or maintaining a business or profession;
(c) Assist any beneficiary in the acquisition of a home;
(d) Assist in the event of a financial emergency befalling any of them;
(e) For any other purpose that will, in the sole discretion of the Trustee, further the best interest of any beneficiary.

Provided, however, that any such payments, other than payments for the medical needs and education of any beneficiary, shall be deducted from such beneficiary's proportionate share of the Trust Estate at the time the Trustee divides the Trust Estate or Sub-trust into equal shares.

(5) Disaster Provision -- All Beneficiaries Dead

In the event that all the named or contingent primary beneficiaries under the Family Trust (spouse, children, and grandchild(ren)) die prior to the distribution of all of the assets, then the Trust shall terminate and all of the then remaining principal of this Trust shall be distributed to those heirs of WILLIAM W. WHITEWATER and in such amounts as would be determined under the rules of descent and distribution that would be applicable if he had died intestate in Virginia.

VII. Administrative and Miscellaneous Provisions

A. Minors

In the event that any of the beneficiaries herein are minors at the time of any distribution by the Trustee, the Trustee is hereby authorized to pay or deliver the same, either directly to the minor or to either parent of the minor, as natural guardian, without the necessity of any judicial appointment. A receipt, in writing, by any such distributee, either guardian or minor, shall constitute a full and binding release of the Trustee.

B. Rule Against Perpetuities (Trusts which exist too long)

In the event that any of the terms or provisions of this Trust continue beyond the period permitted by any applicable laws regulating restraints on alienation or prohibitions against perpetuities (or any other similar laws), such offending provisions or terms to the extent of their continuance beyond the lawful period, shall be null and void, but the remainder of the terms and provisions of the Trust shall remain valid and binding. The undistributed portion of the Trust Estate held in violation of applicable laws shall immediately be distributed to the beneficiary from such portion.

C. Spend-Thrift Provisions (Prohibition against Sale of Inheritance)

Excluding the power of appointment under the marital trust provisions, neither the principal of any Trust or sub-trust created hereby nor the income resulting therefrom, while in the hands of the Trustee, shall be subject to any conveyance, transfer, or assignment, or be pledged as security for any debt of any beneficiary, and the same shall not be subject to any claim of creditors of any such beneficiary, through legal process or otherwise. Any such attempted sale, anticipation, assignment or pledge of any of the funds or property held in any such Trust, or the income therefrom, by a beneficiary shall be null and void and shall not be recognized by the Trustee. It is the intention of the Grantor to place absolute title to the property held in trust and the income therefrom in the Trustee, with power and authority to pay out the same only as authorized hereby.

D. Adopted Child

The terms "child," "grandchild," "issue," "heir," "descendant," "beneficiary," or other equivalent term shall be construed to include stepchildren, adopted persons or their descendants.

E. Small Trust Termination

If any Trust or Sub-trust created by this Agreement falls below the sum of Thirty Thousand Dollars ($30,000) in value, and if the beneficiary or beneficiaries entitled to receive the income therefrom have attained their majority, the Trustee may terminate the Trust or Sub-trust. In such event, the Trustee will pay the beneficiary or beneficiaries the entire corpus of the Trust or Sub-trust. In this event, any remainderman will not be considered as having a vested interest in the Trust Estate conveyed to the beneficiary or beneficiaries.

F. Taxes

Upon the death of the Grantor, if the Grantor is the second to die and if the Grantor's estate shall be subject to Federal estate tax, the Trustee hereunder shall pay to the Personal Representative(s) of the Grantor's estate, from the Family Trust, an amount equal to the additional estate, inheritance, succession and other similar taxes, imposed by inclusion of the property in the Family Trust in the Grantor's gross estate for tax purposes. Provided, however, that no such tax shall be paid from assets not subject to the Federal estate tax, such as the Marital Trust portion.

G. Miscellaneous

Words used in the singular or neuter form are to be construed in the plural, masculine or feminine where applicable. Section headings are for reference only.

H. Applicable Law

This Trust is to be interpreted under the laws of the State of Virginia.

VIII. Trustee's Powers

The Trustee has the following powers, in addition to and not in limitation of its common law and statutory powers, all of which may be exercised without application to any court (for prior or subsequent approval).

A. Maintaining & Selling Property

To retain all property in the form in which it was received by the Trustee without liability for any loss that may be incurred thereby. To sell, at public or private sale, for cash or on credit, and upon such terms as it may deem proper, any property at any time held by it.

B. Borrowing

To borrow money upon such terms and conditions as it may determine, from any person, firm or corporation, for the purpose of protecting, preserving or improving this Trust Estate; to execute promissory notes or other obligations for amounts so borrowed and to secure the payment of such amounts by mortgage or pledge of property in this Trust Estate.

C. Lending

To make loans in such amounts, upon such terms, secured or unsecured, at such rates of interest, and to such persons, firms or corporations it deems advisable.

D. Real Property

To manage any real property held by it, in such manner as it determines. This power includes the authority to repair and improve such property; to mortgage or re-mortgage such property in such amount, on such conditions, and at such rates of interest as it deems advisable; to make, renew or modify leases on such property for such rentals, and on such terms and for such periods without reference to the term of any Trust created hereunder, to abandon such property; to adjust boundaries, to erect or demolish buildings thereon; to convert for a different use; to dedicate for public use without compensation; to grant easements; to waive payment for property taken by right of eminent domain; to insure for any and all risks; to grant options; to partition; to enter into party wall contracts; and to insure or perfect title.

E. Investments

To invest and reinvest all funds available for investment and reinvestment in any kind of property, real or personal, and whether or not currently producing income, including by way of illustration: bonds, interest in common trust funds established by the Trustee or any successor, stocks of any class, mortgages, agreements of sale and other investments in property as the Trustee shall deem proper and for the best interest of the Trust Estate.

F. Investment in Brokerage/Money Market Accounts/Commodities

To buy, sell and trade in securities, commodities, commodity futures and short sales on margin, and for such purposes may maintain and operate a margin account with any broker and may pledge any securities, commodities, commodity futures or commodity options held or purchased by it with such broker as security for loans or advances made to the Trustee. In connection with the foregoing, the Trustee is authorized to hold stocks, bonds, commodities, commodity options or other securities in the name of a nominee or in other forms without disclosure of the Trust so that title to the property may pass by delivery.

G. Manner of Holding Assets

To register any security and/or property in the name of a nominee, or in its own name, or to hold it unregistered, or in such form that title shall pass by delivery, but without thereby increasing or decreasing its liability as Trustee.

H. Voting Securities

To vote, in person or by proxy, at corporate meetings, any shares of stock in this Trust Estate; to participate in or consent to any voting trust, reorganization, dissolution, liquidation, merger or other action affecting any such shares of stock and to take any other action which it may deem advisable in connection with any securities.

I. Claim Handling

To pay, extend, renew, modify or compromise upon such terms as it may determine, and upon such evidence as it may deem sufficient, any obligation or claim, including taxes, either in favor of or against this Trust Estate.

J. Bank Accounts

To establish such bank accounts, checking or savings, as such Trustee (or any successor) may deem proper, and to designate any person or persons to sign checks or make withdrawals from savings accounts.

K. Dealing with Grantor's Estate

To purchase for the Trust Estate any securities or other property belonging to the estate of the Grantor, and to loan to the personal representative of the Grantor's estate (whether or not the Trustee hereunder is at the same time personal representative of the Grantor's estate) out of either the principal or the accumulated income of the said Trust Estate, such amounts as the Trustee may deem necessary or advisable to protect and conserve the assets of the Grantor's estate. The Trustee shall not be liable for the losses suffered by the Trust Estate as a result of its exercise of these powers.

L. Payment of Trustee

To incur, and pay from the Trust Estate and to charge against either income or principal thereof, all reasonable expenses in connection with the management of this Trust. The Corporate Trustee, if there is one, may be paid the fees normally charged by it whether or not there are individual Co-Trustees.

M. Continuance of Business

To carry on, as long as, and in such manner as it sees fit, any business enterprise in which the Grantor owned any interest during his lifetime. This power includes the right to name or change officers, directors or employees; to expand, limit, alter, incorporate, merge, or reconstitute such business in any way it deems advisable; and to accept, in the absence of actual notice to the contrary, financial or other statements rendered by the managers of the business from time to time as to its conditions and operations. The Trustee shall in no way be liable for any loss resulting from such retention or continuance or from the operation of such business or the acts of its officers and directors, except where such loss is the result of the Trustee's misconduct or gross negligence.

N. General Power

To do all other acts which, in its sole judgment, may be necessary or appropriate for the proper or advantageous management, investment or disposition of any property included in this Trust Estate.

IN WITNESS WHEREOF, WILLIAM W. WHITEWATER, as Grantor and Trustee, has executed this instrument as of the day and year first above written.

SIGNATURE OF GRANTOR & TRUSTEE

________________________________
WILLIAM W. WHITEWATER, Grantor

________________________________
WILLIAM W. WHITEWATER, Trustee

[Signatures of witnesses and notarization page omitted.]

Schedule "A"
Schedule of Property and Description

Part I. Real Estate

An undivided one-half interest in real estate commonly described as follows:

(1) 12345 Homebody Lane, Manassas, VA 20112 (Home).
(2) 6789 Centerburg Road, Manassas, VA (Lot 111, Commercial Site ).
(3) 2468 Centerburg Road, Manassas, VA (Lot 222).
(4) Three parcels of farm land known as Chicken Coop Hill, in Calvert County, MD.
(5) One parcel of land in Heavenlyview Subdivision, in Howard County, MD.

Part II - Securities and Closely-Held Stock

(1) 10,000 Shares of Common stock of My Business, Ltd., a Virginia Corporation.
(2) A one-half interest in the securities listed below in an account at Merrill Lynch (or its successor) Acct. # 9999999999.

(a) 2,000 Shares of Big Bucks Financial Corp.
(b) 3,000 Shares of Dollar Bankshares, Inc.
(c) 1,500 Shares of The Company, Inc.

Part III - Partnership Interests

(Note, One-Half of Partnership Interests previously held jointly with spouse)

(1) WHITEWATER Investments, 16.67% (1/6 interest).
(2) Middle of the Road Associates, 25.5% (Approx. 1/4 interest).
(3) Skyscraper Developers (Manassas) 12.5% (Approx. 1/8 interest).

Part IV - Antique Vehicles

(1) 1957 Rolls Royce, VIN #ABC13579.
(2) 1960 Thunderbird, VIN #00000000000.
(3) 1948 Cadillac, VIN #1212121212.

Part V- Savings, Bank Accounts, and Bonds

A one-half interest in various bank and savings accounts.

Part VI- Certificates of Deposit

A one-half interest in various Certificates of Deposits as shown below.

Bank - First National Bank
(1) Cert. # 111111, Date April 11, 1997, Amt. $122,134.09.
(2) Cert. #222222, Date Aug. 13, 1997, Amt. $125,000.
(3) Cert. # 333333, Date Aug. 13, 1997, Amt. $200,000.
(4) Cert. # 444444, Date Aug. 13, 1997, Amt. $150,000.
(5) Cert. #55555, Date Aug. 13, 1997, Amt. $100,000.
(6) Cert. #666666, Date Aug. 13, 1997, Amt. $200,000.

First National or its Successor in Interest
(7) Cert # 777777, Date May 17, 1997, Amt. $500,000.

Schedule of Insurance
Schedule "B"

Insured and Owner, WILLIAM W. WHITEWATER

COMPANY NAME - POLICY NUMBER - AMOUNT:

You Bet Your Life Mut. Ins. Co. - 88888888 - $10,000
Cosmopolitan Life Ins. - 999999-99 - $ 7,000

This sample trust is provided solely for purpose of illustrating the topics discussed in the accompanying "Plain English Explanation of Revocable Living Trusts and Pour-over Wills." It is not designed or intended for use as a drafting form or model document for the preparation of an actual will or trust. Any such use, without the assistance of a practicing attorney, is expressly prohibited.

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