THE WYOMING TRUST

[Editor: This document consists of two parts: 1) instructions for using the Wyoming Trust and 2) a template of the Wyoming Trust. I have included page numbers in the trust template; these appear in square brackets and indicate the bottom of each page. If you choose to use this trust template for personal use, you'll need to reformat this document.]

INSTRUCTIONS FOR USING THE WYOMING TRUST

1. Enter name of company on pages 1, 2, 4, 11, 12, 13, 14, 15, and 16.

2. Find a Trustor (Creator) who should not be a Trustee, Officer, or Beneficiary of the company.

3. Appoint two or more Trustees. (Purchaser of Trust should probably be the first Trustee.) Enter Trustee names on page 14.

4. Appoint two or three Officers - President, Secretary, Treasurer - one person can hold two Offices. Enter on page 14.

5. Enter the Beneficiaries and the number of Capital Units for each on page 14. The total number of Capital Units should be 1,000,000.

6. Each Beneficiary may name a Successor Beneficiary, whose name should be entered on page 14, followed by the signature of the Beneficiary.

7. Trustor signs pages 2, 11 (see instruction #9), 12, 13, and 14.

8. First Trustee signs pages 11 (see instruction #9), 12, and 13.

9. Get document notarized by a Notary Public. Trustor and first Trustee need to sign page 11 in the presence of the Notary Public.

10. On pages 15 and 16 record property exchanged into Trust - could be nominal (desk and chair, $100, etc.).

11. To open a bank account, hold a Trustee meeting and draw up "Minutes of the Board of Trustees," authorizing one of the Officers to open a bank account at a particular bank. The minutes should be signed by at least two of the Officers.

[End of trust instructions.]

DECLARATION OF CONTRACT AND INDENTURE

OF

A

COMMON LAW TRUST

This Declaration of Contract and Indenture,

executed by Common Law right of contract, creates

_______________________________________ (Company Name)

© Copyright 1994

Build Freedom Holdings

ALL RIGHTS RESERVED

[End of title page]

TO WHOM IT MAY CONCERN

CERTIFICATE OF GOOD STANDING

This is to Certify that

________________________________________________________ (Company Name)

Organized by the Common Law Right of Contract, Sovereign State of

Wyoming, on ______________, 199 , is in good standing with the Trustor,

on the date hereof: ______________, 199 .

Signed and Certified:

[End of page 2]

TABLE OF CONTENTS

COVER PAGE .................................................................................................................1

CERTIFICATE OF GOOD STANDING......................................................................... 2

TABLE OF CONTENTS................................................................................................. 3

I. COMMON LAW TRUST............................................................................................ 4

II. OFFERS AND ACCEPTANCES............................................................................... 4

III. AGREEMENT AND INTENT................................................................................... 4

IV. CAPITAL UNITS...................................................................................................... 6

V. BOARD OF TRUSTEES............................................................................................. 6

VI. MEETINGS OF THE TRUSTEES............................................................................. 7

VII. POWERS OF THE TRUSTEES............................................................................... 7

VIII. MANAGEMENT.................................................................................................... 8

IX. ADMINISTRATION................................................................................................. 8

X. AMENDMENT, TERMINATION, OR RENEWAL.................................................. 9

XI. DISTRIBUTIONS................................................................................................... 10

XII. CONSTRUCTION................................................................................................ 10

XIII. LIMITED LIABILITY NOTICE........................................................................... 10

IX. EXECUTION.......................................................................................................... 11

MINUTES OF THE PROCEEDINGS OF THE BOARD OF TRUSTEES

ACCEPTANCE............................................................................................................ 12

EFFECTUATION......................................................................................................... 13

SUCCESSOR TRUSTEES/BENEFICIARIES.............................................................. 14

SCHEDULE A.............................................................................................................. 15

SCHEDULE B.............................................................................................................. 16

[End of page 3]

Confidential

I. COMMON LAW TRUST

A. THIS COMMON LAW CONTRACTUAL COMPANY created by this Contract and Indenture is authorized to exist and function through its Board of Trustees (hereinafter termed Trustee(s)), which is a Legal Person holding full title, legal and equitable, not as an individual, but collectively as the Board, and to collectively act as herein set forth and according to the inalienable Common Law Rights afforded man, under its true name

__________________________________________,

hereinafter termed the COMPANY.

B. The provisions set forth in this Contract, as interpreted from time to time by resolutions recorded in the Minutes of its meetings, shall serve as the governing instruments for the Board of Trustees.

II. OFFERS AND ACCEPTANCES

A. This agreement, acceptance, and conveyance is made and entered into on the date stated at the end. The Trustor approached the Trustee, who is under no obligation to the Trustor, and offered to place property into trust, under the care, custody, and control of the Trustee.

B. By its signature below, the Trustee accepts as the Board of Trustees the terms, conditions and provisions of this Contract, and certain fees now agreed to and agrees to exchange with the Trustor, the entire Beneficial Interest of this Common Law Trust for property which shall be identified, and described in the initial minutes of the Trustees, and which is hereby assigned, conveyed, and delivered to the Board of Trustees in Trust Irrevocably.

III. AGREEMENT AND INTENT

A. It is agreed by the parties that this transaction is neither a gift nor a sale, and that this Contract the Trust name, and other things of value herein will constitute a Common Law Trust created by Common Law right of contract, a separate legal entity unto itself. The Trust shall be domiciled in the Sovereign State of Wyoming.

B. The domicile, the location of the principal office, or both may be changed at any time to such other locality, Sovereign State or Nation as is deemed prudent, wise, necessary, or appropriate to the Trustees.

[End of page 4]

C. The named Trustees, for themselves and their successors as the Board of Trustees in Trust Irrevocably to act as fiduciary on behalf of the owners of the beneficial interests and to hold title as absolute owner in fee simple, do hereby accept this conveyance and acknowledge delivery of all of the property specified. Further, Trustees agree to conserve, improve, manage, protect, invest, and re-invest the assets of the Trust in a manner most likely to increase the Corpus without undue risk; making such distributions of the income, assets or both, to the owners of the beneficial interests, and in all other respects administering the affairs of this common Law Trust in good faith, acting at all times upon their best judgment and discretion strictly in conformance with this Contract. If there be more than one trustee, they shall hold title as Joint Tenants and not as Tenants in Common under the terms of this Trust.

D. It is expressly declared that a Common Law Trust by Common Law right of contract is hereby created, and not a trust agreement by gift, nor a joint venture, nor any entity of statutory nature. Nothing contained in this Contract shall be construed as an intent to evade or contravene any law, nor to delegate any special power belonging exclusively to a franchise of incorporation.

E. The Trustor requires that as part of the consideration for this Contract, the Trustees shall conduct the Trust affairs of this Trust in strict confidentiality, revealing only such information as in their discretion is necessary, and shall act solely in accordance with the principles, rights, and immunities of the Common Law in administrating the affairs of this Trust.

F. The trustees are not required to obtain authority or approval of, nor take any report or accounting to, any court in the exercise of any power conferred hereunder. Should it become necessary for a court to protect the administration of this Trust or its assets, it too shall be guided by the terms, conditions, provisions, purposes, and intent of this Contract and of the Minutes pursuant hereto.

G. The trustees shall appoint an officer to serve as Trust Secretary, whose duties shall include protecting of the interests of the Capital Unit Holders of the Trust. Upon written complaint for proper cause by any duly appointed Officer of the Trust, the Trust Secretary shall convene a Board of Arbitration consisting of three (3) persons, independent of the Trust: one selected by the aggrieved party, one selected by the Trustees, and the third selected by the Trust Secretary.

H. The Board of Arbitration shall have the power, upon meeting, investigation, and majority agreement, to remove one or all Trustees for any one or more of the following specific reasons, which shall constitute proper cause: a) insolvency of the Trustee; b) negligence; c) incompetence; d) failure to perform fiduciary duties under the terms of this contract. All such decisions of the Board of Arbitration shall be binding and conclusive on all parties, provided that: 1) The Trustees were given notice at least five (5) days, but not more than sixty (60) days, prior to such Board's meeting; and 2) a qualified successor Trustee, who shall agree to and assume the duties and responsibilities of Trustee under the terms of this Contract is appointed concurrent with the removal of the last remaining trustee.

I. It being the intent of the Trustor to encourage worthwhile projects, the Trustees are authorized to make contributions, grants or gifts for charitable, scientific, literary, educational, or other purposes. The Trustees may also accept property offered by gift, bequest, or other conveyance to be added to the Corpus of the Trust.

[End of page 5]

IV. CAPITAL UNITS

A. The entire beneficial interest of this Trust is divided into One Million (1,000,000) Capital Units. which Units may be subdivided into smaller, or merged into larger denominations as necessary. Upon creation of this Trust, the Trustees shall issue all Capital Units to the Successor Trustor, unless said Trustor advises in writing that the Capital Units be otherwise issued.

B. All transfers of ownership of Capital Units must be recorded by the Trustees in the Register of Capital Units, such records being conclusive proof of the proper Holder of such Units. Said Units are non-assessable and non-taxable, and no assignment or transfer of Units will be effective unless and until such assignment or transfer is duly approved and recorded by the Trustees. The Trustees shall issue certificates representing ownership of Capital Units to each Holder of record. Any Holder may request that, upon his death, the Trustees reissue his units to the person or persons named in the request. Such request shall be considered and the requesting Holder promptly notified of the decision of the Trustees.

C. The share of any distribution due any Capital Unit Holder, including any final distribution upon termination, will be conclusively determined by that Holder's proportionate number of Units as recorded in the Register of Capital Units maintained by the Trustees.

D. Ownership of capital Units does not entitle such owner to any title, legal or equitable, nor to any management powers or rights to or in, any assets or income of the Trust. All rights of a Capital Unit Holder terminate upon the death of that Holder, such rights automatically reverting to the Trustees herein. The death, insolvency or bankruptcy of any Capital Unit Holder shall not operate to dissolve, terminate, or in any other manner affect this Common Law Trust nor any of its Trust operations or affairs; nor may the heirs, legal representatives, or transferees of said Holder demand a division of property of the Trust , nor any special accounting, nor any rights whatsoever, except that any transfer of Units duly recorded as set forth above shall entitle the new holder to the exact same rights as the prior Holder.

V. Board of Trustees

A. The Board of Trustees shall consist of not less than one (1) Trustee, and may by resolution duly recorded in the Minutes increase the number of Trustees for reasons deemed beneficial to the Trust. The Trustee named herein, as well as those appointed under the authority and terms of this Contract shall hold office, and have and exercise collectively the exclusive management and control of the assets and the Trust affairs of this Trust without any consent or approval of the Capital Unit Holders.

B. Provided further, that in the event of death or vacation from office by resignation of a Trustee, the remaining Trustees may appoint a qualified and financially competent or bonded successor Trustee at their discretion. No Trustee shall resign when he is the last remaining Trustee, without first naming a qualified successor Trustee who shall accept the office coincident with the last trustee's resignation, except upon termination of this Common Law Trust according to the terms of this Contract. Should the entire Board of Trustee become vacant, the Capital Unit Holders may apply to a court of competent jurisdiction to appoint one Trustee, who upon acceptance of all of the terms, conditions, and provisions of this Contract, shall become, in fact, the Board of Trustees.

[End of page 6]

C. By their signatures upon the minutes appointing them, newly appointed Trustees accept the terms, conditions and provisions of this Contract and the Trust property in the same manner as the First Trustee, and the assets and responsibilities shall Immediately vest in each new Trustee as fiduciary without any further act of conveyance, except as may be required by local law.

D. No bond shall be required of the First Trustee, nor on any future Trustees appointed according to this Contract, unless such be required by resolution of the Trustee duly recorded in the Minutes.

VI. MEETINGS OF THE TRUSTEES

A. The trustees may provide for regular meetings of the Board of Trustees at stated intervals without notice. Special meetings may be called at any time by one or more trustees upon three (3) days written notice, which may be waived by any or all Trustees. Participation and voting at any meeting may be by telephone or other electronic process, as well as physical presence, so long as any such voting is followed by a written confirmation from all not-present Trustees setting forth the particulars of such voting.

B. Except as otherwise specifically set forth in this Contract, unanimous consent or approval by all Trustees is hereby expressly required for all actions taken by the Trustees. All meetings and actions of the Trustees shall be recorded by appropriate entry into the official Book of Minutes thereby becoming part of the permanent records of the Trust.

VII. POWERS OF THE TRUSTEES

A. The Board of Trustees shall have, except as modified by the terms of this Indenture and the Minutes of the Board interpreting the same, all of the powers of Trustees under the Common Law. It shall have the powers granted by the Sovereign State under which this Trust is created or expressly changed to. The Board shall have among other powers, the power to make any type of investment for the benefit of the Corpus, to borrow money for any Company purpose, to encumber property or hypothecate it, or by mortgage or deed of trust, or by pledge, or otherwise take any measures it deems appropriate to expand the Corpus of the Company. The Board shall have power to sell, convey, exchange, convert, improve, repair, partition, divide, allot, subdivide, create restrictions and easements or other servitude thereon; to lease or sublease for terms within or beyond duration of the Organization, and; to trade in notes, bonds, securities, contracts, credits, commodities, currencies, collectible, patents, trademarks, copyrights, and all to be managed by any person designated by the Trustees. The Board shall have the power to make loans to any person without regard to interest or security.

B. It is expressly provided that the Trustees shall neither possess nor exercise any power which would by its possession or exercise cause the income of the Trust to be taxed to the Trustor or to any person other than the Capital Unit Holders and to them only as recipients of distributions of income.

C. Resolutions of the trustees recorded in the Minutes authorizing any lawful thing to be done are conclusive proof that such act is within their power.

[End of page 7]

D. The Trustees have full authority to determine what constitutes principal of the Corpus, Gross income therefrom, and net income therefrom, and net income distributable under the terms of this Contract to the Capital Unit Holders.

E. The Trustees shall regard this Contract as their sufficient guide supplemented by the duly recorded Minutes of their meetings setting forth by resolution such policies and regulations as are consistent with this Contract and are necessary to the orderly conduct of the affairs of this Trust.

F. The Trustees have exclusive power to construe the meaning and intent of this Contract.

VIII. MANAGEMENT

A. The Trustees may at their discretion appoint a Trustee or qualified non-trustee to serve in such executive or administrative positions as they deem necessary and appropriate for the proper functioning of the Trust. Any Trustee or qualified non-trustee may hold two or more offices simultaneously, the duties of such offices being such as are customary or prescribed. The Board may designate officers or other qualified persons to hold and manage funds for specific purposes in the interest of the Trust. All such persons so appointed shall be required to execute a contract setting forth their duties authority, responsibility, compensation, and the fact that they shall not disclose to any person outside the Trust any information regarding its business affairs without the prior written consent of the Trustee.

B. The Trustees shall at their discretion fix and pay compensation to all officers, agents, and employees of the Trust, and may receive such reasonable compensation for services as they may determine. All Trustees, officers, agents, and employees shall have the right to receive any compensation for their services. Any expenses incurred in behalf of or for the benefit of the Trust and paid for by any Trustee, officer, agent or employee from personal funds, shall be reimbursed.

C. The Trustees have the power to contract for the services of any assistants, agents, brokers, attorneys, accountants, clerks, aids, sub-contractors, investment counsel or other persons as it deems necessary for the proper functioning of the Trust.

D. The Board of Trustees, in the capacity of Trustees and not as individuals, assumes only such liability as may attach to the assets of the Trust. This Trustee liability shall in no manner attach to or jeopardize their individual or personal income or assets. Should any Trustee suffer any losses for any reason related to his services to the Trust, he shall be reimbursed from the assets of the Trust to the same extent as would any non-interested persons, excepting therefrom any losses sustained by reason of personal breach of fiduciary duty.

IX. ADMINISTRATION

A. No Trustee is authorized to loan or advance funds to the Trust, or to enter into business transactions or dealings with the Trust, other than those expressly set forth in this Contract.

[End of page 8]

B. The Trustor shall have no interest in any investment made by the Trustees other than such legal interest as would a stranger to the Trust have in the particular transaction. The Trustee may deal with the Trustor, to buy or sell property, but only at fair value and for full consideration.

C. Funds accruing in the accounts of the Trust shall constitute its operating funds. The Trustees may liquidate assets for the purpose of adding to the operating funds as necessary.

D. The Trustees shall pay or direct payment of all taxes, assessments, charges, debts, bills, and obligations arising out of the operation and administration of the Trust. Such shall be a charge upon the assets and shall be paid out of the income therefrom, to the extent income is sufficient and if insufficient, they shall be paid out of principal.

E. In any matter for which doing business under the name of the Trust is not deemed to be legal, the Trustees may do business in the name of the individual Trustees, with appropriate reference to their fiduciary capacity, provided that such does not cause any Trustee to incur personal liability in the transaction, nor adversely affect the legality of either the business done or the Trust itself.

F. Any person is entitled to rely upon a copy of this original Declaration of Contract and Indenture or of any instrument executed according to this Trust's provisions to the same extent as the original document, provided that such copy is certified as a true copy by the Trustees. A certified Minute of the Trustees authorizing an act shall be sufficient evidence to those doing business with the Trust that such act is within the Trust's powers.

X. AMENDMENT, TERMINATION, OR RENEWAL

A. This Common Law Trust is expressly irrevocable, and may not be altered or amended in any respect except as set forth in this Contract.

B. The Trustees have the power to amend this Contract to better carry out its intent and purposes, or if necessary to conform to any applicable valid law or order of Court, provided that any such amendment may not be inconsistent with the intent and purposes of this Contract, nor contrary to the fiduciary obligations to the Capital Unit Holders.

C. This Common Law Trust shall continue for a term of twenty five (25) years from the date of this Contract, unless terminated earlier as set forth below. The authority of the Trustees shall continue past the termination date as necessary to wind up the affairs of the Trust. Upon termination, the Trustees shall pay all remaining obligations of the Trust, then distribute the remaining assets to the Capital Unit Holders in proportion to the Capital Units held, and then be automatically discharged.

D. The Trustees may at their discretion, because of conditions deemed threatening to the assets of income of the Trust, or for any other good and sufficient reason, terminate this Common Law Trust prior to its normal termination date. When the Trust terminates, in the event that this Contract has been recorded, a Notice of Termination shall also be recorded and published, as necessary.

E. At any time prior to the normal termination of this Common Law Trust, the Trustees, if they determine that it should not terminate, may renew this Contract for a like or shorter period, by resolution duly entered in the Minutes.

[End of page 9]

XI. DISTRIBUTIONS

A. The Trustees are required to distribute in each fiscal year all of the Distributable Net Income of the Trust to the Capital Unit Holders in strict proportion to the number of Capital Units held by each Holder on the records of the Trust on the date of distribution. The Trustee shall not distribute Corpus, except in partial or complete liquidation of the Trust. Distributions shall be made to the Holders at such times and in such amounts at to fully distribute any tax liability to the Holders, leaving no tax liability on the Trust.

B. Any capital Unit holder may waive the right to receive any particular distribution or distributions, by delivering to the Trustees a written waiver prior to the date of the distribution, which waiver shall be entered into the Minutes. Such waiver shall cause the waiving Hold;s share of the particular distribution to be irrevocably allocated and distributed pro-rata to the remaining Holders.

C. No future benefit accruing to any Capital Unit Holder under this Contract shall form or constitute a portion of any communal or joint estate of such Holder, but shall be and forever remain his sole separate and exclusive property. Should any such Holder be married or marry in a community property state, then any benefit so accruing shall be expressly excluded from the community. Such benefit shall be free from the interference, control or marital power of any spouse of such Holder. Moreover, the provisions of this paragraph shall apply not only to the benefit actually accruing to such Holder, but also to any and all benefits at any time thereafter directly or indirectly acquired by means of the proceeds thereof. For the purposes of this paragraph, the term "benefit" shall include movable and immovable, tangible and intangible, property.

XII. CONSTRUCTION

A. Reference herein to the masculine gender shall include the feminine gender and the singular shall include the plural, and reference to the Trustor shall also include any person deemed by operation of law to be the Trustor hereof, as is necessary for proper construction.

B. If any sentence, paragraph, clause, section, or provision of this Contract or of the Minutes of the Trust is held to be unlawful, unenforceable, or invalid, it shall be severable and shall not affect any of the remaining provisions, which shall be given full legal force and effect nonetheless.

XIII. Limited Liability Notice

NOTICE IS HEREBY GIVEN to all persons, companies, corporations, and all other entities extending credit to, contracting with, or having claims against this Common Law Trust or the Trustee or officers hereof, that they must look only to the assets of this Company for payment or for settlement of any debt, tort, damage, judgment, or decree, or any indebtedness which may become payable hereunder; that the Trustees, officers, agents and employees are independent contractors or employees and are not personally liable when dealing with Trust assets or business matters.

[End of page 10]

IX. EXECUTION

IN WITNESS OF THE CREATION by Common Law right of contract of

__________________________________ (Company Name),

a Common Law Trust, the Trustor, and Trustee have signed their names to this agreement in recognition of the conveyance, delivery, and acceptance of the consideration set forth, and of the obligations and the duties herein assigned end hereby agree and assent to all the stipulations as imposed on the pages of this contract.

EXECUTED: _______________ , 199

STATE OF ______________________

COUNTY OF ____________________

On this date, _______________, 199 , before me the undersigned, a Notary public in and for said state, personally appeared the above named _____________________________, Trustor, and _____________________________, Trustee, personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same.

[End of page 11]

MINUTES OF THE PROCEEDINGS OF THE BOARD OF TRUSTEES OF

_________________________________ (Company Name)

ACCEPTANCE

The undersigned Trustor hereby declares this Contract and Indenture to be in full force and effect, accepts his appointment as the Trustor to the Board of Trustees, and pledges his best efforts on behalf of this Trust and its Capital Unit Holders.

Trustor undertakes to exchange with Trustee or his assignee the beneficial interest of this Common Law Trust as represented by Certificates for a total of One Million (1,000,000) Capital Units, for the property set forth in Schedules A and B, incorporated into this Trust by this reference and is hereby assigned, conveyed, and delivered to the Board of Trustees in Trust Irrevocably.

Dated and Signed: ______________________, 199

Dated and Signed: ______________________, 199

[End of page 12]

MINUTES OF THE PROCEEDINGS OF THE BOARD OF TRUSTEES OF

_________________________________ (Company Name)

EFFECTUATION

The undersigned Trustee hereby declares this Contract to be in full force and effect, accepts his appointment as first Trustee to the Board of Trustees, and pledges his best efforts on behalf of this Trust and its beneficiaries.

Trustee agrees to exchange with Trustor or his assignee the entire beneficial interest of this Common Law Trust as represented by Certificates for a total of One Million (1,000,000) Capital Units, for the property set forth in Schedule A, and Schedule B, included and made a part of this Trust by this reference which by the Contract is assigned, conveyed and delivered to the Board of Trustees in Trust Irrevocably.

Dated and Signed: ______________________, 199

Dated and Signed: ______________________, 199

[End of page 13]

MINUTES OF THE PROCEEDINGS OF THE BOARD OF TRUSTEES OF

_________________________________ (Company Name)

SUCCESSOR TRUSTEES/OFFICERS/BENEFICIARIES

Pursuant to Paragraph V. B. of this Trust, Beneficiaries or Secretary, upon their default, hereby designates the following to serve as Successor Trustees subject to the terms provided in this Trust Document, in the order listed:

1. __________________________

2. __________________________

3. __________________________

4. __________________________

Under the terms of this Trust, Officers shall be:

1. __________________________ (President)

2. __________________________ (Secretary)

3. __________________________ (Treasurer)

Under the terms of this Trust, Beneficiaries and their Capital Units shall be:

Under the terms of this Trust, Successor Beneficiaries, after the current Beneficiaries designated shall be as per Beneficiary signature:

Dated and Signed: ______________________, 199

[End of page 14]

SCHEDULE A

of Real Property constituting assets of this

_________________________________ (Company Name)

[End of page 15]

SCHEDULE B

of Personal Property constituting assets of this

_________________________________ (Company Name)

[End of page 16]

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