May 30, 2003 Will

WLL

OF

ALLAN HAYN4ES

I, ALLANHAYMES, aresidentofanddomiciledinPalmBeachCourty, Florida, declare

this to be my last Will and revoke all prior Wills and Codicils.

ARTICLE I. EXPENSES OF LAST ILLNESSAND FLINERAL

I direct the payment of the expenses of my last illness and funeral.

ARTICLE II. GIFT OF HOUSEHOLD ANDPERSONAL EFFECTS

Clause 1. Separate Writing. I give all of my automobiles, household and

personal effects, and other tangible personal property of like natre, together with all property and casualty

insurance thereon and claims with regard thereto, in accordance with a written statement which I may have

prepared prior to my death in conformity with Florida law. My Personal Representatives may assume that

no written statement exists if none is found within 30 days after admission of this Willto probate.

Clause 2. Gift to Wife. Except as otherwise provided in any such written

statement, I give my automobiles, household and personal effects, and other tangible personal properby

of like nature, together with all properly and casualty insurance thereon and claims with regard thereto, to

my wife, CAROL HAYMES.

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Clause 3 . Contingent Gift to Trust. Except as otherwise provided for in any such

written statement referred to in Clause 1 ofthis Article, and in the event my wife, CAROL IIAYMES, does

not survive me, I give such properly to the Trustees then serving under the Agreement of Trust referred to

in Article IV of this Will.

Clause 4. Includable Properly. Household and personal effects and other tangible

personal properry of like nature shall not include cash or sectrities, and in the event of any doubt or dispute

as to which items ofpersonal property are disposed ofbythis Article,I give myPersonal Representatives

discretion to determine the property included herein'

ARTICLE III. PROVISION FOR TAXES

All Federal, State and other taxes, including any interest or penalties, payable because

of my death with respect to property included in my gross estate for tax purposes and passing under this

Will shall be paid to the extent and in the manner provided in the Agreement of Trust referred to in Article

IV of this will, as if such taxes were administration expenses.

ARTICLE IV. DISPOSITION OF RESIDUE

Subj ect to the foregoing, I give all the rest, residue and remainder of my estate, real

andpersonal, to the TrusteesthenservingundertheAgreementofTrustofwhichl am Settlorand Trustee,

dated this day but executed before this Will, for adminish'ation and distribution as part oftrust principal and

subjectto theterms andprovisions ofsaid agreement, includinganyalterations oramendmentsthereto.

In an instancewhere a share ofmyestate wouldbe distributedto abeneficiaryofsuchtrustwhenreceived

by the Trustees, my personal Representatives may make distributions directly to such beneficiary.

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ARTICLE V. PROTECTIVE PROVISIONNo interest under this Will, whether in income or principal, shall be subject to

anticipation, assignment, pledge, sale or transfer in anymanner. No beneficiary shall anticipate, encumber

or charge such interest, nor shall any such interest, while in the possession of my Personal Representatives,

be liable for or subject to the debts, contracts, obligations, liabilities or torts of any beneficiary.

ARTICLE VI. DISABILITY OF BENEFICIARYClause 1 . My Personal Representatives in their discretion may determine that a

beneficiary hereunder is physically or mentally incapable ofproperly using any property or income to which

such individual is entitled.

Clause 2. Ifanybeneficiaryhereunder is underthe age ofTwenty-five (25) years,

or pursuant to Clause t hereof has been determined to be incapacitated, my Personal Representatives,

during said incapacity, or until such beneficiary attains the age of Twenty-five (25)yeats, as the case may

be, shall hold anyproperty or income to which such individual is entitled, IN TRUST, for such individual

and mayapplywithoutthe interventionofa guardian all orpartofthe income and/orprincipal thereofas

in their opinion is necessary for the support, education, health and maintenance of such individual, The

receipts from persons selected by my Personal Representatives to receive and disburse such principal or

income shall fully discharge my Personal Representatives with regard thereto.

ARTICLE VII. SURVIVAL PROVISIONInthe eventthat anybenefi ciaryhereunder shall fail to survive me by aperiod ofat least

sixty (60) days, it shall be presumed that such beneficiary predeceased me.

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ARTICLE VIII. POWERS OF PERSONAL REPRESENTATIVES

Subjectto anyspecific directioninthis Will and inadditionto thepowers vested in

them by law and other provisions of my Will, all Personal Representatives serving hereunder at any time

in administering my estate shall have the following powerc, exercisable in their discretion without court

approval and effective until actuat distribution ofall properly. Ifanypower, authority or discretion granted

fiduciaries hereunderbe construedto deprive myestate ofthemarital deduction otherwiseprovided for

hereunder with a resultant increase in Federal estate taxes payable, such power, authority or discretion, to

the extent it so adversely affects the marital deduction, is null, void and inoperative, provided however, that

this direction shall notrequire myPersonal Representativesto make anyelectionunder Section2056(bX7)

of the Intemal Revenue Code.

Clause 1. ProLerty Retention and Investments.

(") Notrvithstanding the provisions ofFlorida Statute $5 1 8.1 1, andits successors, or any other statute or rule regarding investnents byPersonal Representatives and without

regard to risk, productivity, growth ofprincipal or any statute or principle of diversification: to retain any

or ail properly; and to invest in all forms ofproperty without reshiction or limitation to investrnents authorized

for Perscnal Representatives.

(b) My Personal Representatives shall not have any obligation torent my residence during the period of administration.

Clause 2. Use qfNgginee. To hold shares of stock or other securities in nominee

registration form, including that ofa clearing corporation or depository, or inbook enty form or turregistered

or in such other form as will pass by delivery.

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Clause3. Dispositiong_fPlg@ry. Wittrregardtoanyproperlyandforsuchprices

anduponsuchtermsastheydetermine: toexchangeorsellatpublicorprivatesale;toleaseforanyperiod

oftime, even though the term may extend beyond the conclusion ofthe administration ofmy estate; and

to give options for any such sales, exchanges or leases.

Clause 4. Borrow Money and Pledge Property. To borrow money from any

person, including any Personal Representative, and in connection therewith, to mortgage or pledge any

property.

Clause 5. Compromise Claims and Make Disclaimers. To compromise any claim

or controversy and to make and file disclaimers for me or my estate without Court authorization.

Clause6. AbandonmentgfProperty. Toabandonanypropertyforany reason

my Personal Representatives deem proper.

Clause 7. Distribution. To distibuteproperfy, including income orprincipal, in

cash and/or in kind, and to allocate specific assets among the beneficiaries hereunder in suchproportions

as my Personal Representatives think best.

Clause 8. Employmento.flOthers. Toengageattomeys, accountants, custodians,

investrnent counsel and other persons as they deem advisable in the adminiskation ofmy estate and to make

palnnent therefor as they determine.

Clause 9. Apportionments.(a) To allocate receipts, income, expenses and disbursements to

principal or income, or partly to each, as my Personal Representatives, other than a Personal Representative

having a beneficial interest in any such allocation, at any time and time to time, in their discretion may

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determine, or otherwise in accord with applicable law, and this power to allocate shall include, but not be

limited to, stock, extraordinary and liquidating dividends, premiums and discounts on investments,

compensation for professional and other personal services, and gain or loss on disposition of assets; and

(b) Toallocatedepreciationand amortizationexpenses,includingsuch expenses takenby apartnership owning depreciable assets, to income orprincipal, orpartlyto each,

and to the extent such allocation is made to principal, my Personal Representatives are directed to establish

and to fund a reserve equal to such principal allocation, which shall be added to and made a part of

principal.

Clause 1 0. Elections Relatingto Taxes. Notvrithstandingthatadditionaltax burders

may result, or that the size of the gift or interest passing to any beneficiary or trust may be affected by

increased taxes payable as a result of the exercise or nonexercise of any of the following powers:

(a) To electaltematevaluationofmyestateunderSectton2032ofthe Internal Revenue Code or any similar provision;

(b) To elect pursuant to Section 2056@)(7) ofthe Intemal RevenueCode to have property constitute qualified terminable interest property;

(c) To allocate any federal exemption from the federal generationskipping transfer tax to any property with respect to which I am the transferor for purposes of said tax

(whether ornot suchproperfyis includedinmyprobateestate) andto exclude anysuchproperlyfromsuch

allocation;

(d) Tojoinwithmywife,CAROLFIAYA4ES,infilingFederal, Stateand Local income and other tax returns for all years; and

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(") Toconsenttohavinggiftsmadebymywife, CAROLIfAYMES,considered as having been made one-half by each of us for Federal gift tax purposes.

Clause 1 1. OptionalTreatmento:[Deductions. Toexerciseanyoption provided

by law to treat administration or other expenses, whether paid from principal or from income, as items of

deduction on either the income tax retums or estate tax retums, without requiring reimbursement ofprincipal

for anyresulting increase in estate tax, provided, however, that if any Personal Representatives are not

beneficiaries, such Personal Representatives shall be solely responsible for such decision to exercise this

power.

Clause 1 2. Executionqffucuments. To execute anddeliverany and all documents

and instruments which they in their discretion may deem advisable.

C1ause 13. GeneralAuthoritv. Toperformallacts,irstitutesuchproceedings and

exercise all rights and privileges, although not herein specifically mentioned, with relation to any property,

as if the absolute owners thereof.

Clause 14. LimitationOnPowers. tnadditiontootherlimitationsonthe powerc

ofPersonal Representatives contained inthis Will, noprovisioninthis Will shall be construedtopermita

Personal Representative to take part in any discretionary decision to distribute income or principal to or

for the benefit of a beneficiary in satisfaction of any legal obligation of such Personal Representative to

support such benef,t ciary .

Clause 15. WithdrawalAuthoritv. Uponur:animouswrittenagreementmy Penonal

Representatives may authorize any one or more than one ofthe personal representatives to sign checks and

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other insffuments to make withdrawals from any checking, savings, money markef brokerage or other account.

ARTICLE D(. APPOINTMENT OF PERSONALREPRESENTATIVES

Clause 1. AppointmentgfPersonalRepresentative. Iappointmywife, CAROL

HAYMES, Personal Representative of this Will.

Clause 2. Successor Personal Representatives. Should my wife, CAROL

IIAYMES, fail to qualify or cease to act as Personal Representative, I appoint mynephew, MARK ERTES,

to serve in her place.

Clause 3. Waiver o,fsecuritv. No Personal Representative shall be required to

give bond or furnish sureties in any jurisdiction.

Clause 4. Transactions with Related Persons or Entities. My Personal

Representatives may enter into any contract or other hansaction with any entity in which any one or more

ofthemhas anyinterestas aproprietor, fiduciary,beneficiary, employee,partner, stockholder, directoror

officer.

Clause 5. Responsibilit-vgflPersqnalRepresentatives. NoPersonal Representative

shall have anyliabilityexceptforhis orherowndishonesty, grossnegligence, orthewillful commissionof

an act known by him or her to be a breach of trust.

ARTICLE X. CONSTRUCTION

Clause 1. As used herein, wherever the context requires or permits,

the gender and number ofwords shall be interchangeable; benef,ciaries shall include legatees and devisees;

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"disoretion," unless otherwise expressly limited herein, shall mean the sole and absolute right, power and

authority to make a determination which shall not be subject to question by any person and shall be

conclusive and binding on all persons; and no antiJapse or other statute regarding devolution ofproperty

shall apply to any gift hereunder which is conditioned upon survival of the beneficiary of such gift.

Clause 2. AllheadingsprecedingthetextoftheseveralArticles, Clauses and

Sub-paragraphs hereofare inserted solely for reference and shall not constitute a part ofthis Will, nor affect

its meaning, construction or effect.

IN WITNES S WHEREOF, I, ALLAN HAYMES, have set my hand and seal to this, my

lastWillconsistingofnine(9)pag "r,*i, ?O dayof

SIGNED, SEALED, PUBLISHED and DECLARED by ALLAN HAYMES, Testator, as and for

his Last Will and Testament, in the presence ofus, who, at his request, in his presence and in the presence

, all being present at the same time, have hereunto subscribed our names as witnesses.

, Two Thousand Three (2003).

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STATE OF FLORIDACOUNTY OF PALM BEACH

and to the

))SS:)

the offrcer signing below, and declare to that officer on our oaths that ALLAN HAIMES declared theinstrument to be his will and signed it in our presence and that we each signed the instrument as a witness

in the presence of ALLAN HAYMES and of each other.

Acknowledged and subscribed before me bythe Testator, ALLAN HAYMES, who is

personallyknown to me or who has produced'-*

asidentification, and

swom to and subscribed before me by the witnesses,

who'is personally known to me or who has produced

identification and Ch r ,dA& who is pe-Egnalllbtown to me or who hasproduced as identification, and subscribed by me in the presence

of ALLAN HAYMES and the subscribing

My Commission expires:

E7.tz,e Er=rr+ /l,'/+r*a C-hnsfin*ilt''h'i l, havebeenswombv

,.*!ll* Tammle B Masseyt#'.tH;:ruil:ffil:ltr

I,ALLANIIAYMES, declaretotheofficertakingmyacknowledgmentofthisinstrument,subscribing witnesses, that I signed this instrument as my will.

r,vitnesses, all on Ae

F:\DOC\CLIENTS\llaymes EP\Pour Over Will Allan.wpd




May 30, 2003 Will

Documents

ofbythis article

ofthis article

tangible personal properbyof

toin article iv

agreement of trust

items ofpersonal property

administration expenses

tomy wife