The undersigned, ___________________ of __________ 
        County, State of _____________ (the "Trustee" hereunder), 
        hereby declares that any and all property and interest in 
        property that may be transferred to him as Trustee hereunder 
        ("the Trust Estate"), shall be held in trust, for the sole 
        benefit of the beneficiaries for the time being hereunder, upon 
        the terms herein set forth.  The term "Trustee" wherever used 
        herein shall mean the Trustee or Trustees named herein and such 
        person or persons who hereafter are serving as Trustee or 
        Trustees hereunder, and the rights, powers, authority and 
        privileges granted hereunder to the Trustee shall be exercised by 
        such person or persons subject to the provisions hereof.  

                1.  BENEFICIARIES:  The term "Beneficiaries" wherever 
        used herein shall mean the beneficiary or beneficiaries listed in 
        the Schedule of Beneficial Interests this day executed and filed 
        with the Trustee, or in the revised Schedule of Beneficial 
        Interests, if any, from time to time executed and filed with the 
        Trustee.  The Trustee shall not be affected by any assignment or 
        transfer of any beneficial interest until receipt by the Trustee 
        of notice that such assignment or transfer has in fact been made 
        and a revised Schedule of Beneficial Interests shall have been 
        duly executed and filed with the Trustee.  Any Trustee may 
        without impropriety become a beneficiary hereunder and exercise 
        all rights of a beneficiary with the same effect as though he 
        were not a Trustee.  

                2.  DUTIES OF TRUSTEE:  The  Trustee shall hold the 
        principal of this Trust for the benefit of the beneficiaries, and 
        shall immediately pay over any income received to the 
        beneficiaries in proportion to their respective interests.

                3.  POWERS OF THE TRUSTEE:  The Trustee shall have no 
        power to deal in or with the Trust Estate except as directed by 
        the beneficiaries.  When, as, if and to the extent specifically 
        directed by the beneficiaries, any one of the Trustees shall have 
        the power to:

                (a)  Buy or otherwise acquire, to hold, to exchange or 
        partition, to sell at public or private sale, and to mortgage, 
        pledge or otherwise encumber or dispose of all or any part of the 
        Trust Estate; and to execute any and all deeds, promissory notes, 
        mortgages and other instruments necessary or appropriate 

                (b)  To lease and sublease all or any part of the Trust 
        Estate for such term(s) and on such terms as the Trustee deems 

                (c)  Contest or compromise any claims in favor of or 
        against or in any way relating to the Trust Estate.

                Any and all instruments executed pursuant to such 
        directions may create obligations extending over any periods of 
        time including periods beyond any possible termination date of 
        the Trust.  Notwithstanding any provisions contained herein, no 
        Trustee shall be required to take any action which will, in the 
        opinion of such Trustee, involve him in any personal liability 
        unless first indemnified to his satisfaction.  Any person dealing 
        with the Trustee shall be fully protected in accordance with the 
        provisions of Paragraph 7 hereof.

                4.  TERMINATION:  The Trust may be terminated any time by 
        any one or more of the beneficiaries by notice in writing to the 
        Trustee, but such termination shall only be effective when a 
        certificate thereof signed and acknowledged by a Trustee 
        hereunder shall be recorded with _________ County 
        _________(State) Registry of Deeds (hereinafter the "Registry"  
        see also Paragraph 9 hereof); and the Trust shall terminate in 
        any event twenty (20) years from the date hereof.  In case of any 
        such termination, the Trustee shall transfer and convey the 
        specific assets constituting the Trust Estate, subject to any 
        leases, mortgages, contracts or other encumbrances on the Trust 
        Estate, to the then beneficiaries as tenants in common in 
        proportion to their respective interests hereunder.  

        Any Trustee hereunder may resign by written instrument signed and 
        acknowledged by such Trustee and recorded with the Registry.  
        Succeeding or additional Trustees may be appointed or any Trustee 
        may be removed by an instrument or instruments in writing signed 
        by all the beneficiaries, provided in each case that such 
        instrument or instruments, or a certificate signed by any Trustee 
        naming the Trustee or Trustees appointed or removed, and in the 
        case of any appointment, the acceptance in writing by the Trustee 
        or Trustees appointed, shall be recorded with the Registry.  Upon 
        the appointment of any succeeding or additional Trustee, the 
        title to the Trust Estate shall thereupon and without the 
        necessity of any conveyance be vested in said succeeding or 
        additional Trustee jointly with the remaining Trustee or 
        Trustees, if any.  Each succeeding and additional Trustee shall 
        have the rights, powers, authority and privileges as if named as 
        an original Trustee hereunder.  No Trustee shall be required to 
        furnish bond.

                6.  AMENDMENT:  This Declaration of Trust may be amended 
        from time to time by an instrument in writing signed by all the 
        beneficiaries and acknowledged by one or more of the 
        beneficiaries, provided in each case that the instrument of 
        amendment, or a certificate by any Trustee setting forth the 
        terms of such amendment, shall be recorded with the Registry 
        prior to the amendment being effective as to any party who does 
        not have actual notice thereof.

        No Trustee hereunder shall be liable for any error of judgment or 
        for any loss arising out of any act or omission in good faith, 
        but shall be responsible only for his/her own willful breach of 
        trust.  No license of court shall be requisite to the validity of 
        any transaction entered into by the Trustee.  No purchaser, 
        transferee, pledgee, mortgagee or other lender shall be under any 
        obligation to see to the application of the purchase money or of 
        any money or property loaned or delivered to any Trustee or to 
        see that the terms and conditions of this Trust have been 
        complied with.  Every agreement, lease, deed, mortgage, note, or 
        other instrument or document executed or action taken by any one 
        Trustee appearing as a Trustee hereunder from the records of the 
        Registry, shall be conclusive evidence in favor of every person 
        relying thereon or claiming thereunder that at the time of the 
        delivery thereof or of the taking of such action this Trust was 
        in full force and effect, that the execution and delivery thereof 
        or taking of such action was duly authorized, empowered and 
        directed by the beneficiaries, and that such instrument or 
        document or action is valid, binding and legally enforceable.  
        Any person dealing with the Trust Estate or the Trustee may 
        always rely without inquiry on the certificate signed by any 
        Trustee appearing as a Trustee hereunder from the records of the 
        Registry as to whom is the Trustee or whom are the Trustees or 
        the beneficiaries hereunder, or as to the authority of the 
        Trustee to act, or as to the existence or non-existence of any 
        fact or facts which constitute conditions precedent to acts by 
        the Trustee or which are in any other manner germane to the 
        affairs of the Trust. 
                8.  NO PERSONAL LIABILITY:  No Trustee or beneficiary of 
        this Trust shall be held personally or individually liable for 
        any of the obligations incurred or entered into on behalf of the 
        Trust and each person who deals with the Trustee shall look 
        solely to the Trust Estate for satisfaction of any claims which 
        such person may have against the Trust.  

                9.  RECORDATION:  The term "Registry" as used herein 
        shall mean the _______________ County _________________(State) 
        Registry of Deeds; provided that if this Declaration of Trust is 
        recorded or filed for registration in any other public office 
        within or without the ____________(State), any person dealing 
        with portions or all of the Trust Estate as to which documents or 
        instruments are recorded or filed for registration in such other 
        public office in order to constitute notice to persons not 
        parties thereto may rely on the state of the record with respect 
        to this Trust in such other public office, and with respect to 
        such portions or all of the Trust Estate the term "Registry" as 
        used herein shall also mean such other public office.  

                10.  MISCELLANEOUS:  Whenever applicable, the use of the 
        singular number herein shall include the plural and the use of 
        the plural shall include the singular number.  The use of the 
        masculine gender shall also include the feminine, wherever 
        applicable.  All paragraph titles are supplied for convenience of 
        reference only and shall not govern the meaning or interpretation 
        of this Declaration of Nominee Trust.

                WITNESS the execution hereof under seal at _____________ 
        by the undersigned this ____ day of ____________, 19__.  


                         STATE OF ____________________

                Then personally appeared the above-named 
        _______________________ and acknowledged the foregoing instrument 
        to be his free act and deed, before me,

                                        Notary Public
                                        My Commission Expires:


                I, ________________, hereby accept appointment as 
        Trustee of the ________________ Trust and hereby agree to 
        exercise faithfully any and all rights, powers, authority and 
        privileges granted thereunder.

                Signed this _______day of _______________, 19__.


        Witnessed by:

                                                        Form 611


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