Greg William Gouveia, a.k.a. Greg W. Gouveia, a.k.a. Greg Gouveia & Carol Ann Gorveia, a.k.a. Carol Gouveia, et al. - Page 9

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          dated, and notarized document to the beneficiaries and board of             
          trustees.                                                                   
               The declaration of trust directed the trustee to create 100            
          capital units of beneficial interest, in the form of                        
          certificates, and to issue them to the beneficiaries in exchange            
          for property contributed to the “corpus of the company”.  The               
          beneficial interest certificates entitled the holder to share in            
          distributions but conveyed no interest in the trust corpus and              
          conferred no rights to participate in the management, control, or           
          administration of the trust.  The certificates were freely                  
          transferable and were presumed to be owned by the person who                
          possessed them.  The owner was entitled to his share of any                 
          distributions by presenting the certificate to the board of                 
          trustees and demonstrating his lawful possession of it.                     
               On May 1, 1993, the Gouveias acquired 10 capital units of              
          the Pago Trust in exchange for $100 and their agreement to assign           
          the installment and promissory notes from the sale of Brassworks            
          to the Pago Trust.  A certificate for 10 units in the Pago Trust            
          was issued in the Gouveias’ names and was signed by Mr. Norton.             
               On May 1, 1993, the Brookes Group acquired 90 capital units            
          of the Pago Trust in exchange for $100 and its pledge to pay the            
          Pago Trust, as capital, an amount not to exceed $600,000 but not            
          less than $300,000.  A certificate for 90 units in the Pago Trust           
          was issued in the Brookes Group’s name and was signed by Mr.                






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