BE IT REMEMBERED that I,    NAME    of    CITY  , in the Commonwealth of Massachusetts, being of sound mind and memory, but knowing the uncertainty of this life, do make this my last Will and Testament hereby revoking all former wills by me at anytime heretofore made.

            After the payment of my just debts and funeral charges, I bequeath and devise as follows:

FIRST:

            I nominate and appoint my spouse    NAME, of    CITY , Executor of this my last will and testament.  In the event my spouse predeceases me, dies while serving, fails to qualify or declines to serve, I nominate and appoint NAME   of   CITY, MA. and    NAME    of    CITY  , MA. Co-Executors of this my last will and testament.  I direct that if either of my named Co-Executors predeceases me, dies while serving, fails to qualify or declines to serve, that the survivor serve alone.

I direct that my Executor or Executrix be exempt from furnishing any surety or sureties on his/her bond.

 SECOND:       

            I nominate and appoint my spouse,    NAME, Guardian under this will should such appointment be necessary. In the event my spouse predeceases me, dies while serving, fails to qualify or declines to serve, I nominate and appoint   NAME   of  CITY , MA. Guardian of this my last will and testament.

I direct that my Guardian(s) be exempt from furnishing any surety or sureties on his/her/their bond.

 THIRD:

             I nominate and appoint   NAME   of   CITY, Massachusetts and NAME  of   CITY, Massachusetts, Co-Trustees under this will should such appointment be necessary.  In the event either of my Co-Trustees predeceases me, dies while serving, fails to qualify, or declines to serve, the other may serve alone.  I direct that my Trustee(s) be exempt from furnishing any surety or sureties on his/her/their bond.

FOURTH:

            All the rest residue and remainder of my property, real, personal, or mixed of whatsoever kind and nature and wheresoever located of which I shall die seized or possessed or over which I may have the power of testamentary disposition at the time of my decease, I give, devise and bequeath to my spouse, NAME  , provided said spouse survives me thirty days.

FIFTH:

            In the event my spouse does not survive me thirty days then all my property, real, personal, mixed of whatsoever kind and nature and wheresoever located of which I shall die seized  or possessed or over which I may have the power of testamentary disposition at the time of my decease, I give, devise and bequeath to my children, NAME   and   NAME and any other children born or adopted of my marriage to  NAME  in equal shares; in the event any of my children shall predecease me leaving lawful issue, then his or her share to such issue; and in the further event any of my children shall predecease me leaving no issue then his or her share is to be divided among my surviving children or the surviving issue of any of my children that predeceases me per stirpes and not per capita.

             If any of my children have not reached the age of twenty-two (22) years, or have graduated from college, whichever should first occur, I direct that his/her entire share be held in Trust by the Trustees named in Clause Third of this will for the benefit of said child, for his/her health, welfare and education until such time as he/she attains the age of twenty-two (22) years or have graduated from college, whichever should first occur.  At that time, my Trustees shall terminate the Trust and pay over the principal and interest in the Trust to said child free and clear of all trusts.

 SIXTH:

            In extension of and not in limitation of the powers given my Executor and the Trustees by law or other provisions of this will, my Executor and the Trustees shall each have the following powers with respect to property in the Estate or the Trust, as the case may be, in each case to be exercised from time to time in his/her discretion without order or license of any court regarding principal and/or income by following generally accepted accounting principles as the same shall exist from time to time.

             1.            To invest some or all of the property of my Estate or Trust in any common trust fund now or hereafter established or administered by any fiduciary appointed hereunder, without any notification to any of the beneficiaries.

             2.            To invest and reinvest in stocks, shares and obligations of corporations, of unincorporated associations or trusts and of investment companies or in any kind of personal or real property in any state or jurisdiction, notwithstanding the fact that any or all of the investments made are of a character or size which but for this express authority would not be considered proper for fiduciaries, to retain indefinitely and without liability my personal residence as part of the trust of my estate.

             3.            To sell at public or private sale, to exchange, to mortgage, to lease and to make contracts, concerning real and personal property for such considerations and upon such terms as to credit or otherwise as he/she may determine, which leases and contracts may extend beyond the administration of my Estate and term of the Trust; to give options therefore; to execute deeds, transfers, mortgages, partial releases, assignments and discharges or mortgages, leases and instruments of any kind, without liability on the part of any person dealing with him to see to the application of the proceeds, to foreclose and to purchase at foreclosure sale.

             4.            To receive all rents or other amounts due from any rental or other business real estate, including any personal property used in conjunction therewith; to enter into, maintain, repair, improve, manage and operate all such property; to effect and maintain insurance; to pay all taxes and assessments; to extend, renew, replace, increase or pay off any mortgage or mortgages; to abandon such property or part thereof; to adjust boundaries; to grant easements; to dedicate for public use; to join with Co-owners and others in dealing with real estate in any way; to partition; to enter party-wall contracts; to insure or perfect title; to demolish or erect buildings; and to do all other things necessary or proper in the management and operation of such property.

             5.             To settle, compromise, arbitrate or contest any claim  by or against the Trust or my Estate or any other matter directly or indirectly affecting the  Trust or my Estate.

             6.            To determine whether and to what extent receipts should be deemed income or principal, whether and to what extent expenditures should be charged against income or principal and what other adjustments should be made between income and principal by following generally accepted trust accounting principles as the same shall exist from time to time. 

            7.            To vote in person, or by general or limited proxy or power of attorney, with or without power of substitution, with respect to any shares of stock or other securities held by him/her; to consent, directly or indirectly or through a committee or other agent, to the reorganization recapitalization, consolidation, merger, dissolution or liquidation of any corporation of which the Trust or my Estate may have an interest, or to the sale, lease, pledge, or mortgage of any property by or to any such corporation; and to make any payments and to take any steps which he/she shall deem necessary or proper to enable him/her to obtain the benefit of any such transaction. 

            8.            When dividing or distributing the principal of my Estate or the Trust, whether before or after termination of the Trust, to make such division or distribution wholly or partly in kind by allotting and transferring specific property or undivided interests therein as a part of or the whole of any one or more shares or payments at market values at the date or dates of any such division or distribution, and to make any share or payment different in kind from any other share or payment, all without regard to the income tax basis of specific property so divided or distributed and without the necessity of making any equitable adjustment among beneficiaries or with respect to income and principal accounts of the Trust because of the tax or other effect of such division or distribution. 

            9.            To keep any and all securities or other property in the form of street certificates or in the name of a nominee without indication of any fiduciary capacity or in the name of any corporate fiduciary appointed hereunder without disclosing its fiduciary capacity. 

            10.            To employ investment counsel, custodians, brokers, agents and attorneys. 

            11.            From time to time to borrow money upon such terms and conditions as he/she shall deem advisable from any person, firm, corporation, estate, trust or other entity, including any corporate fiduciary appointed hereunder in its capacity as a banking corporation, to execute promissory notes or other obligations for monies so borrowed for such term or terms, whether or not extending beyond the administration of my Estate, the term of any trust, as he/she shall determine, and, if required by the lender, to secure the payment of any amounts so borrowed by mortgage of pledge of any property, real or personal (except for any property specifically devised or bequeathed by this will.) 

            12.            In determining net income, to set aside and keep on hand whatever reserves he/she shall deem wise for taxes payable by him/her, for expenses, present or future, including reasonable compensation for his/her services, to provide for fluctuations in gross income, for taxes, assessments, insurance, repairs, betterments, depreciation, obsolescence, general maintenance and other such purposes in such amounts as he/she shall deem advisable. 

            13.            To apply all or any part of the income or principal being held hereunder for any minor or incompetent person directly to or for the benefit of such minor or incompetent person or to his or her parent or guardian or to a custodian for such minor under the Uniform Gifts to Minors Act of any jurisdiction or to such other persons as he/she shall deem proper, without liability on his/her part to see to the application thereof.  Any such payment or application shall constitute a discharge of the fiduciary to the extent thereof. 

            14.            To make any loans, whether secured or unsecured, in such amount, upon such terms, at such rates of interest or without interest, and to such persons, estates, firms, or corporations as he/she shall deem advisable.  The Trustee(s) may if in his/her discretion he/she shall deem it advisable, purchase for the account of the Trust any part or all of the assets comprising my Estate. 

             15.            I specifically authorize my Trustee(s) to pay over to the Guardian(s) of the minor children, monthly amounts to compensate for the children's' expenses and any other major expenses incurred on behalf of the children including but not limited to educational expenses. 

SEVENTH:

In the event that my wife predeceases me and in the event that my children predecease me leaving no lawful issue, then I direct that my property, real and personal, be sold and the proceeds divided as follows: 

1/2 to my wife's parents, NAME   of   CITY, STATE. as joint tenants with rights of survivorship; and, 

1/2 to my  mother, NAME , of  CITY, STATE.  

EIGHTH:

The interest of any beneficiary hereunder, either as to income or principal, shall not be anticipated, alienated or in any other manner assigned or pledged or promised by such beneficiary, and shall not be reached by or be subject to any legal, equitable or other process, including any bankruptcy proceeding, or be subject to the interference or control of creditors or others in any way or manner, and all payments to or interest of any married beneficiary shall be free from the control of the spouse of said beneficiary. 

NINTH:

All devises and legacies contained in this Will are given upon the express condition that the respective devisees and legatees shall not oppose the probate of this Will, and if any devisees or legatees shall oppose the probate of this Will, then in that event, I revoke all devises and legacies hereby given to such person or persons, and I give devise and bequeath said devises or legacies to such person or persons that would be entitled to the same under this Will had the person attacking this Will predeceased me.

TENTH:

Notwithstanding anything to the contrary contained in this Will, I direct that if any persons hereinabove named as legatee or devisee under this my Will shall die within thirty (30) days after my death, the foregoing provisions of this Will shall be construed and take effect for all purposes and in all respects as if each person so dying within thirty (30) days after my death had predeceased me.

ELEVENTH:

            If my spouse and I die in a common disaster and it cannot be determined who died first, it is to be presumed I predeceased my spouse. 

            On this           day of                         A.D., 1994, I,   NAME, the undersigned Testator, do hereby declare that I signed and executed this instrument as my last will, that I signed it willingly in the presence of each of said witnesses, and that I executed it as my free and voluntary act for the purposes herein expressed.

______________________________                                                                                                NAME

            We, the undersigned witnesses, each do hereby declare in the presence of the aforesaid Testator that the Testator signed and executed this instrument as her last will in the presence of each of us, that she signed it willingly, that each of us hereby signs this will as witness in the presence of the Testator, and that to the best of our knowledge the Testator is eighteen (18) years of age or over, of sound mind and under no constraint or undue influence.

                                                                        ______________________________                                                                                               
Witness

                                                                        ______________________________                                                                                               
Witness

COMMONWEALTH OF MASSACHUSETTS

 COUNTY OF MIDDLESEX

             Subscribed, sworn to and acknowledged before me by the said Testator and witnesses this         day of                   ,2001

                                                                       
 ______________________________                                                                       
Notary Public

My commission expires: