Jeff Burger Productions - Page 6




                                        - 6 -                                         

               afforded to man. * * *                                                 
               *      *       *       *      *      *       *                         
                    6.  This Trust shall be originally domiciled in                   
               the State of Nevada, and shall be interpreted and                      
               construed under the Constitution of the United States                  
               and the laws of the State of Nevada.  The domicile, and                
               thereby the controlling interpretational laws under                    
               which the Trust shall be construed, may be changed to                  
               any other State or Nation as shall be deemed prudent,                  
               wise, necessary, or appropriate by the Board [of Trus-                 
               tees].                                                                 
                  *       *       *       *       *       *       *                   
                    14.  The Creator shall appoint a Fiduciary to                     
               serve as “Protector” of the Beneficiaries.  The Protec-                
               tor shall be an independent third party with no obliga-                
               tions to any other party to this Trust.  The Protector                 
               shall have the power to remove any Trustee who violates                
               any term or condition of this Trust agreement, or is in                
               breach of any Anglo-Saxon Common Law Trustee duty, and                 
               shall have the power to appoint a Successor Trustee to                 
               fill any vacancy which occurs for any reason.                          
                  *       *       *       *       *       *       *                   
                    16.  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 Anglo-Saxon Common Law, as well                  
               as those specified under the laws of the State of                      
               Nevada. * * *                                                          
               *      *       *       *       *       *      *                        
                    33.  The Trustee may be replaced in any of the                    
               following manners:                                                     
                         A.  Resignation.  The Trustee may resign with                
               or without cause at any time by sending a notice of his                
               intention to do so to the Trust principle [sic] office                 
               by Certified Mail.  However, such resignation shall not                
               be effective unless and until such time as a Successor                 
               Trustee has accepted the appointment to assume the                     
               duties and responsibilities of Trustee on the expira-                  





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