LAST WILL AND TESTAMENT

		I,                               , a resident of and domiciled in the State of California, make, publish and declare this to be my Last Will and Testament, revoking all wills and codicils at any time heretofore made by me.  

		FIRST:  I direct that the expenses of my last illness and funeral, the expenses of the administration of my estate, and all estate, inheritance and similar taxes payable with respect to property included in my estate, whether or not passing under this will, and any interest or penalties thereon, shall be paid out of my residuary estate, without apportionment and with no right of reimbursement from any recipient of any such property.  

		SECOND:  I give all tangible personal property owned by me at the time of my death, including without limitation personal effects, clothing, jewelry, furniture, furnishings, household goods, automobiles and other vehicles, and all rights that I have under any related insurance policies, to my wife, if she survives me, or if she does not survive me, to those of my children who survive me, in substantially equal shares, to be divided between them as they shall agree, or if they cannot agree, or if either of them shall be under the age of twenty-one (21) years, as my Executor shall determine.  

		THIRD:  I give all the rest, residue and remainder of my property and estate, both real and personal, of whatever kind and wherever located, that I own or to which I shall be in any manner entitled at the time of my death (collectively referred to as my "residuary estate"), as follows:  

(a)  If my wife survives me, to my wife outright.  

(b)  If my wife does not survive me, then to those of my children who survive me and to the issue who survive me of those of my children who predecease me, per stirpes.  

(c)  If my wife does not survive me and there shall be no issue of mine then living, I give my residuary estate to those who would take from me as if I were then to die without a will, unmarried and the absolute owner of my residuary estate, and a resident of the State of California.  

		FOURTH:  If any property of my estate vests in absolute ownership in a minor or incompetent, my Executor, at any time and without court authorization, may:  distribute the whole or any part of such property to the beneficiary; or use the whole or any part for the health, education, maintenance and support of the beneficiary; or distribute the whole or any part to a guardian, committee or other legal representative of the beneficiary, or to a custodian for the beneficiary under any gifts to minors or transfers to minors act, or to the person or persons with whom the beneficiary resides.  Evidence of any such distribution or the receipt therefor executed by the person to whom the distribution is made shall be a full discharge of my Executor from any liability with respect thereto, even though my Executor may be such person.  If such beneficiary is a minor, my Executor may defer the distribution of the whole or any part of such property until the beneficiary attains the age of twenty-one (21) years, and may hold the same as a separate fund for the beneficiary with all of the powers described in Article SIXTH hereof.  If the beneficiary dies before attaining said age, any balance shall be paid and distributed to the estate of the beneficiary.   

		FIFTH:  I appoint my wife to be my Executor.  If my wife does not survive me, or shall fail to qualify for any reason as my Executor, or having qualified shall die, resign or cease to act for any reason as my Executor, I appoint                                as my Executor.  I direct that no Executor shall be required to file or furnish any bond, surety or other security in any jurisdiction.  

		SIXTH:  I grant to my Executor all powers conferred on executors under the California Probate Code (including the Independent Administration of Estates Act), as amended, or any successor thereto, and all powers conferred upon executors wherever my Executor may act.  I also grant to my Executor power to retain, sell at public or private sale, exchange, grant options on, invest and reinvest, and otherwise deal with any kind of property, real or personal, for cash or on credit; to borrow money and encumber or pledge any property to secure loans; to exercise all powers of an absolute owner of property; to compromise and release claims with or without consideration; and to employ attorneys, accountants and other persons for services or advice.  The term "Executor" wherever used herein shall mean the executors, executor, executrix or administrator in office from time to time.  

		SEVENTH:  If any beneficiary under this will and I die in a common accident or under circumstances in which it is difficult or impractical to determine who survived the other, such beneficiary shall be deemed to have predeceased me.  

		EIGHTH:  If my wife shall not survive me or is adjudged to be incapacitated, I appoint                                to be the Guardian of the person and property of any children of mine who have not attained the age of majority.  No Guardian shall be required to file or furnish any bond, surety or other security in any jurisdiction.  

		IN WITNESS WHEREOF, I,                               , sign my name and declare this instrument as my last will and testament this         day of                     , 2012.  

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		The foregoing instrument was signed and declared by                               , the above-named Testator, to be his last will and testament in our presence, all being present at the same time, and we, at his request and in his presence and in the presence of each other, have subscribed our names as witnesses on the date above written.  

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residing at 

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residing at 

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AFFIDAVIT OF WITNESSES

STATE OF CALIFORNIA, COUNTY OF                     , ss.

		Each of the undersigned,  
residing at 

				, and  
residing at 

				, respectively, being individually and severally duly sworn, did depose and say that:  The foregoing last will and testament was subscribed in our presence and sight by                               , the Testator named therein.  The undersigned witnessed the execution of said will of                                on the         day of                     , 2012.  At the time the instrument was so subscribed, the Testator declared said instrument to be his last will and testament.  The undersigned thereupon signed their names as witnesses at the end of said will at the request of the Testator, in the presence of the Testator and each other.  Each of us observed the signing of said will by the Testator and by each other witness and knows that each signature is the true signature of the person whose name was signed.  Each of us is at least eighteen years of age and a competent witness, and each resides at the address set forth above after his name.  At the time of so executing said will, in our respective opinions, the Testator was at least eighteen years of age, and was of sound mind, memory and understanding, under no constraint, duress, fraud, misrepresentation, menace  or undue influence, and in no respect incompetent to make a valid will.  Each of us was acquainted with                               , and we make this affidavit at his request.  The undersigned state, under penalty of perjury under the laws of the State of California, that the foregoing is true and correct.  

		Executed on this         day of                     , 2012 at 

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Witness

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Witness

		Subscribed and sworn to before me by the said 

						 as witnesses, this         day of                     , 2012.  

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							   Notary Public
						    My commission expires on