Allen O. Zachman and Bernadette Zachman - Page 6




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                   SECTION 8.  The death, insolvency or incapacity of any             
              trust certificate holder shall not operate to terminate or              
              dissolve the trust or affect its continuity ***.  If any                
              certificate holder hereunder dies, becomes insolvent or is              
              placed under any legal incapacity before the termination of             
              this trust, his shares shall become null and void and shall             
              immediately revert to the Board of Trustees, who shall                  
              thereupon name a replacement beneficiary or beneficiaries               
              and issue a new certificate or certificates as provided in              
              this Declaration.                                                       
                           ARTICLE IV.  BOARD OF TRUSTEES                             
                   SECTION 1. The business and property of the business               
              trust shall be managed by Board of Trustees, who shall be               
              the persons named in the Declaration of Trust, who shall                
              serve until their successors are duly qualified.  In the                
              event of the death, incapacity, resignation or retirement of            
              any Trustee, a successor Trustee shall be appointed by the              
              remaining Trustee or Trustees.                                          
                   *       *       *       *       *       *       *                  
                   SECTION 3.  The Trustees shall hold, in the trust name,            
              legal and equitable title to all property, real and                     
              personal, and shall have absolute and exclusive power and               
              control over the management and conduct of the business of              
              the trust free from any right of control of any of the                  
              certificate holders.  The Trustees may hold, manage and                 
              dispose of the property and business of the trust in the                
              same manner as if they were absolute proprietors thereof,               
              subject only to the specific limitations herein contained.              
              The Trustees shall have the power, without limitation, to               
              purchase or otherwise acquire property, and to sell,                    
              exchange, lease, mortgage, pledge or in any manner dispose,             
              encumber, improve or deal with the property of the trust,               
              real or personal, or any part thereof, or any interest                  
              therein, on such terms and for such consideration as they               
              deem proper. * * *                                                      
              The Declaration of Trust, as well as various minutes for the            
         board meetings of Oak Hill’s trustees, bears the signatures of               
         Cheryl A. Foshaug, president of Armageddon, and Marti Inman,                 
         president of Parnell.  Neither Foshaug nor Inman has ever met                





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