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DOCUMENT TITLE: Trust Agreement (creating "Author's Family Trust-A")
SUBJECT: Establishes one of two interrelated trusts, the other being "Author's Family Trust-B," accounting for the full distribution of all of L. Ron Hubbard's assets, including his 10,000+ copyrights.
PARTIES: Purportedly, L. Ron Hubbard, Trustor; Norman F. Starkey, Trustee; Patrick Broeker, as Notary Public for "Hubbard;" David Miscavige, as Notary Public for Starkey; the law firm of law firm of Lenske, Lenske & Heller named in the trust instrument as counsel for the Trustee; Stephen A. Lenske, Sherman D. Lenske, and Lawrence E. Heller (of Lenske, Lenske & Heller) as "Trust Protectors."


BACKGROUND AND NOTES

This Trust Agreement establishes Author's Family Trust-A. It was executed first by Norman F. Starkey in Los Angeles on 21 January 1986, then later by "Hubbard" on 23 January 1986, the day before he is reported to have died. The later date is used here for chronological placement. This is a companion trust, Author's Family Trust-B, which includes this trust by reference.

Although Norman F. Starkey is named as Trustee for both trusts, and is also named as Executor of the referenced Will of L. Ron Hubbard, Starkey will be, at all times, under the strictest control of Sherman Lenske, his brother, Stephen Lenske, and their law partner, Lawrence E. Heller. Sherman Lenske will be counsel for Starkey in Starkey's role as Executor of the Will and Estate through probate. And once the Estate is distributed to Starkey as Trustee of Author's Family Trust-B (which includes this trust by reference) at the close of probate, Starkey will also be under Lenske's control, since Starkey is instructed in the instruments for both trusts to consult Lenske, Lenske & Heller "in all matters," and, just to make sure Starkey doesn't get out of line, Lenske, Lenske & Heller are also named as "Trust Protectors."

This document makes reference to Author's Family Trust-B, but only by the description, "that certain AMENDED TRUST AGREEMENT of even date." That "Amended Trust Agreement" is Author's Family Trust-B. Contrariwise, Author's Family Trust-B refers specifically to Author's Family Trust-A by name, and including Author's Family Trust-A by reference.

An odd aspect to the two trust agreements is that they have so much language that is virtually verbatim between them. We can offer no legal analysis of the many ramifications of the two trust agreements, but we are able to provide a comparison reportedly done by paralegals that at least details the differnces between the two agreements.

The specific breakdown for final distribution of the estate and trusts is in Author's Family Trust-B, which goes into great detail.

Here is the complete outline of these trust agreements:

1. AUTHOR'S FAMILY TRUST (no letter designation): 10 May 1982
   Later amended and restated by AUTHOR'S FAMILY TRUST-B
2. AUTHOR'S FAMILY TRUST-A: 23 January 1986 (this trust)
   Companion to, and included by reference in, AUTHOR'S FAMILY TRUST-B
3. AUTHOR'S FAMILY TRUST-B
   (also referred to as "AMENDED TRUST AGREEMENT"): 23 January 1986
   "Amends and restates" the original 10 May 1982 AUTHOR'S FAMILY TRUST
   (no letter designation)


Here is Author's Family Trust-A:




[page 1]
                Trust Agreement
        TRUST AGREEMENT is entered into on the [23rd] day of
[JANUARY], 1986, between L. RON HUBBARD, also known as
LAFAYETTE RONALD HUBBARD, hereinafter referred to as the
"Trustor", and NORMAN F. STARKEY, hereinafter referred to as
the "Trustee".

                ARTICLE ONE
        PROPERTY CONSTITUTING TRUST ESTATE
        The Trustor has transferred and delivered to the
Trustee, without any consideration on the Trustee's part,
the sum of Ten Dollars ($10.00), the receipt of which is
acknowledged by the Trustee. The Trustor also intends to
transfer substantial additional property to this Trust,
either by lifetime transfer or by testamentary transfer.
Said property, together with any other property which may
later become subject to this Trust, shall constitute and be
referred to as the "Trust Estate" and shall be held, admini-
stered and distributed by the Trustee as provided herein.

                ARTICLE TWO
                NAMES OF TRUSTS
        The Trusts created in this instrument may be referred
to collectively as the AUTHOR'S FAMILY TRUST-A and each

[page 2]
separate Trust created in this Agreement, unless otherwise
provided, may be referred to by adding the name of the
beneficiary.

                ARTICLE THREE
                REVOCATION AND AMENDMENT
                DURING TRUSTOR'S LIFE
        A.  _Revocation of Trust_. During the lifetime of the
Trustor, this Trust may be revoked in whole or in part by an
instrument in writing signed by the Trustor delivered to the
Trustee. On revocation, the Trustee shall promptly deliver
to Trustor all or the designated portion of the Trust
assets. If this instrument is revoked with respect to all
or a major portion of the assets subject to the instrument,
the Trustee shall be entitled to retain sufficient assets
reasonable to secure payment of liabilities lawfully
incurred by the Trustee.in the administration of the Trust,
including Trustee's fees that have been earned, unless the
Trustor shall indemnify the Trustee against loss or expense.
        B. _Amendment of Trust Agreement_. Trustor may at
any time during his lifetime amend any of the terms of this
instrument by an instrument in writing signed by Trustor and
delivered by hand or certified mail (postage prepaid) to the
Trustee. No amendment shall substantially increase the
duties or liabilities of the Trustee or change the Trustee's
compensation without the Trustee's consent, nor shall the

[page 3]
Trustee be obligated to act under such an amendment unless
the Trustee consents to it. If a Trustee is removed, the
Trustor shall pay to such Trustee any sums due and shall
indemnify the Trustee against liability lawfully incurred by
the Trustee in the administration of the Trust.
        C. _Personal Nature of Power_. The powers of the
Trustor to revoke or amend this instrument are personal to
him and shall not be exercisable on his behalf by any
guardian, conservator, attorney in fact, or other person.

                ARTICLE FOUR
        DISTRIBUTIONS OF PRINCIPAL AND INCOME
                DURING TRUSTOR'S LIFE
        _Payment of Net Income and Principal_. During the
lifetime of the Trustor, the Trustee shall pay to or apply
for the benefit of the Trustor so much of the net income or
principal as the Trustor shall from time to time direct in
writing. Should the Trustor for any reason be unable to
direct payment of net income or principal, the Trustee shall
pay to, or for the benefit of Trustor and Trustor's wife
such amounts of net income or principal as are deemed
necessary for their proper health, maintenance, and support
in accordance with their then accustomed manner of living.
Any income in excess of the amounts applied for the benefit

[page 4]
of Trustor and Trustor's wife shall be accumulated and added
to principal

                ARTICLE FIVE
                DISPOSITIVE PROVISIONS
                UPON TRUSTOR'S DEATH
        Upon the death of the Trustor all principal and
accumulated income, together with all distributions to this
trust from any probate estate, life insurance proceeds or
other source shall be held, administered and distributed in
accordance with the provisions of that certain AMENDED TRUST
AGREEMENT of even date
,
[NOTE: refers to Author's Family
Trust-B
]
between L. RON HUBBARD, as Trustor, and NORMAN F.
STARKEY, as Trustee, including any amendments made to such
Trust Agreement prior to the death of Trustor.

                ARTICLE SIX
                TRUST ADMINISTRATION
        Unless otherwise provided in this instrument or
otherwise directed in writing by the Trustor, all trusts
created herein shall be administered as provided in this
ARTICLE SIX.
        A. _Creditors' Rights--Spendthrift Provisions_. No
beneficiary under the trusts created herein shall assign,
transfer or convey, anticipate, pledge, hypothecate or
otherwise encumber his or her interest hereunder, and
neither the principal of these trusts nor any income of

[page 5]
these trusts shall be liable for any debt of any beneficiary
or be subject to any bankruptcy proceedings or claim of
creditors, or be subject to any judgement rendered against
any beneficiary or other process of any court in aid of
execution of any judgments so rendered; and all of the
income and principal of these trusts shall be transfereable,
payable and deliverable only to the beneficiaries designated
hereunder at the time they are entitled to take the same
under the terms of the trusts created herein.
        B. _Rule Agains Perpetuties_. Havin in mind the
Rule Against Perpetuities, and notwithstanding anything
herein to the contrary, each of the trusts created herein,
unless sooner terminated in accordance with the provisions
hereinabove set forth, shall in any event cease and termi-
nate upon the expiration of twenty-one (21) years from and
after the date of the death of the last survivor of the
Trustor and the survivor of the Trustor's children and issue
who are in being on the date when any one or more of the
trusts herein created becomes irrevocable and nonamendable
as provided herein. The principal and undistributed income
of a trust terminated pursuatn to this Paragraph B of this
ARTICLE SIX shall be distributed to the then income bene-
ficiaries of that trust in the same proportion that the
beneficiaries are entitled to receive income when the trust
terminates. If at the time of such termination the rights

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to income are not fixed by the terms of the trust, distribu-
tion under this Paragraph B shall be made, by right of
representation, to the persons who are entitled or
authorized, in the Trustee's discretion, to receive trust
payments.
        C. _Physical Division of Property_. Property need
not be physically divided between the respective trusts
herein created, except to the extent necessary for distribu-
tion, or to qualify the support trust for the marital
deductions, but at all times the Trustee shall keep records
and books of account with respect to each such trust whereby
all of its assets, income and liabilities will be clearly
distinguishable from each other trust herein created.
        D. _Successor Beneficiary's Right to Income_. Except
as otherwise provided in Paragraph B of ARTICLE SIX herein,
whenever the right of any beneficiary to payments from net
income or principal hereunder shall  terminate, either by
reason of death or otherwise, all such payments accrued or
undistributed by the Trustee at the date of such termination
shall be distributed to the beneficiary entitled to the next
successive interest thereunder; and income earned but not
received by the Trustee at the time of the death of an
income beneficiary shall not be apportioned but shall pass
to the next successive income estate.
        E. _Notices of Events_. Until the Trustee receives
written notice of any birth, marriage, death or other event

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upon which the right to payments from these trusts may
depend, the Trustee shall incur no liability to persons
whose interests may have been affected by that event for
disbursements made in good faith.
        F. _Definition of Education_. Whenever provision is
made in this instrument for any payment for education of a
beneficiary, the term "education" shall be construed to
include college, postgraduate study, or study in any trade
or professional school, so long as pursued to advantage of
the beneficiary at an institution of the beneficiary's
choice, and in professional school, so long as pursued to
advantage of the beneficiary at an instituion of the bene-
ficiary's choice, and in determining payments to be made for
such college or postgraduate education, the Trustee shall
take into consideration the beneficiary's related living
expenses to the extent they are reasonable.

                ARTICLE SEVEN
                TRUSTEE'S POWERS
        In order to carry out the provisions of the trusts
created by this instrument, and unless otherwise provided in
this instrument or otherwise directed in writing by the
Trustor, the Trustee shall have these powers in addition to
those now or hereafter conferred by law:
        A. _Investment Powers_.  To invest and reinvest all
or any part of the Trust Estate in such common or preferred

[page 8]
stocks, both listed and unlisted, publicly and privately
held, oil, gas or mineral interests, commodities, including
security or commodity futures (including short sales),
physical commodities, hedges, short positions, options
(covered writing, uncovered writing, buying spreading,
uncovered call writing), puts, calls, straddles, shares of
investment trusts and investment companies, bonds, warrants,
debentures, mortgages, deeds of trust, mortgage participa-
tions, notes, any other form of securities (including but
not limited to, corporate securities, corporate debt, U.S.
Government securities, U.S. Agency securities and municpal
securities) or commodities positions, real estate, or other
property as the Trustee in the Trustee's discretion may
select; and the Trustee may continue to hold in the form in
which received (or te from to which changed by reorganiza-
tion, split-up, stock dividend, or other like occurrence)
any securities or other property the Trustee may at any time
acquire under the Trust, it being the Trustor's express
desire and intention that the Trustee shall have full power
to invest and reinvest the Trust funds without being
restricted to forms of investment that the Trustee may
otherwise be permitted to make by law; and the investments
need not be diversified; _provided_, that the aggregate return
of all investments of the support trust from time to times
shall be reasonable in light of then existing circumstances.
Notwithstanding anything above to the contrary, the

[page 9]
Trustee's powers shall be subject to the Trustee's duties to
treat income beneficiaries and remaindermen equitably, and
the following requirements shall be observed by the Trustee:
        1. _Depreciation_. A reasonable addition to a
reserve for depreciation of all income-producing depreciable
real and personal property, and capital improvements and
extraordinary repairs on income-producing property shall be
charged to income from time to time;
        2. _Depletion_. A reasonable addition to a
reserve for depletion of all depletable natural resources,
including, but not limited to, oil, gas, and mineral and
timber property, shall be charged to income from tim to
timel
        3. _Mutual Fund Distributions_. Distributions
by mutual funds and similar entities of gains from the sale
or other disposition of property shall be credited to
principal;
        4. _Amortization_. A reasonable addition to a
reserve for amortization for all intangible property having
a limited economic life including, but not limited to,
patents and copyrights, shall be charged to income from time
to time.
        5. _Bond Premium and Discount_. All premiums
paid and all discounts received in connection with the
purchase of any bond or other obligation shall be amortized

[page 10]
ratably over the life of such obligations by make appro-
priate charges or credits to income as the case may be.
        B. _Power to Retain Property or Business_. To
continue to hold any property including all assets received
by the Trustee (from any and all sources), and to operate at
the risk of the Trust Estate any property or business
received by this Trust as long as the Trustee may deem it
advisable; the profits and losses thereon to inure or be
chargeable to the Trust Estate and not to the Trustee.
_Provided, however_, no underproductive or unproductive
property shall constitute an asset of the support trust for
more than a reasonable time after the receipt of such
property without the consent of the Trustor's wife as herein-
before provided.
        C. _Power to Manage Securities. To have all the
rights, powers and privileges of an owner with respect to
any securities held in trust, including, but not limited to,
the powers to vote, give proxies, and pay assessments; to
participate in voting trusts, pooling agreements, fore-
closures, reorganizations, consolidations, mergers, liquida-
tions and incident to such participation to deposit
securities with and transfer title to any protective or
other committee on such terms as ther Trustee may deem
advisable; and to exercise or sell stock subscription or
conversion rights.

[page 11]
        D. _Power to Hold Securites._ To hold securities or
other property in the Trustee's name as Trustee under this
Trust or in Trustee's own name, or in the name of a nominee,
or the Trustee may hold securities unregistered in such
condition that ownership will pass by delivery.
        E. _Power to Hold Property._ To manage, control,
grant options on, sell (for cash or on deferred payments),
convey, exchange, partition, divide, improve and repair
Trust property, whether real or personal.
        F. _Power to Lease Property._ To least Trust prop-
erty for terms within or beyond the terms of the Trust for
any purpose, including exploration for and removal of gas,
oil and other minerals; and to enter into community oil
leases, farmout, pooling, and unitization agreements.
        G. _Power to Lend to Others._ To lend money to any
person, including the probate estate of the Trustor,
provided that any such loan be adequately secured and
shall bear a reasonable rate of interest.
        H. _Power to Purchase from Probate Estate._ To
purchase property at its fair market value as determined by
the Trustee in the Trustee's discretion, from the probate
estate of the Trustor.
        I. _Power of Trustee Regarding His Own Funds._ To
loan or advance the Trustee's own funds to the Trust for any
Trust purpose, with interest at current rates; to receive
security for such loans in the form of a mortgage, pledge,

[page 12]
deed of trust, or other encumbrance of any assets of the
Trust; to purchase assets of the Trust at their fair market
value as determined by an independent appraisal of those
assets; and to sell property to the Trust at a price not in
excess of its fair market value as determined by an indepen-
dent appraisal.
        J. _Release of Powers of Trustee. To release or to
restrict the scope of any power that Trustee may hold in
connection with the Trust created under this instrument,
whether such power is expressly granted in the instrument or
implied by law. The Trustee shall exercise this power in a
written instrument executed by the Trustee, specifying the
powers ot be released or restricted and the nature of the
restriction.
        K. _Power to Borrow._ To borrow money, and to
encumber Trust property by mortgage, deed of trust, pledge,
or otherwise for the debts of the Trust or a co-owner of
Trust property, including, without limitation, the power to
purchase securities on margin account.
        L. _Power ot Defend._ To commence or defend, at the
expense of the Trust, such litigation with respect to the
Trust or any property of the Trust Estate as the Trustee may
deem advisable, and to compromise or otherwise adjust any
claims or litigation against or in favor of the Trust.
        M. _Power to Withhold from Distribution._ To with-
hold from distribution, in the Trustee's discretion, at the

[page 13]
time for distribution of any property in this Trust, without
the payment of interest, all or any part of the property, as
long as the Trustee shall determine in the Trustee's discre-
tion that such property may be subject to conflicting
claims, to tax deficiencies, or to liabilities, contingent
or otherwise, properly incurred in the administration of the
estate, except that Trustee shall distribute all net income
of the Support Trust at least annually to Trustor's wife and
Trustee shall have no power to withhold the same.
        N. _Power to Purchase Bonds._ To purchase bonds and
to pay such premiums in connection with the purchase as the
Trustee in the Trustee's discretion deems advisable,
provided, however, that such premiums shall be restored
periodically to principal out of the interest on the bond in
such reasonable manner as the Trustee shall determine and,
to the extent necessary, out of the proceeds on the sale or
other disposition of the bond.
        O. _Power to Purchase Bonds at Discount._ To
purchase bonds at such discount as the Trustee in the
Trustee's discretions deems advisable _provided, however,_ that
each discount shall be treated periodically as interest in
such reasonable manner as the Trustee shall determine and to
the extent necessary and paid out of the proceeds on the
sale or other disposition of the bond or out of principal.
        P. _Power to Partition._ To partition, allot and
distribute the Trust Estate, on any division or partial or

[page 14]
final distribution of the Trust Estate, in undivided
interests or in kind, or partly in money and partly in kind,
at valuations determined by the Trustee, and to sell such
property as the Trustee may deem necessary to make division
or distributions. In making any division or partial or fianl
distribution of the Trust Estate, the Trustee shall be under
no boligation ot make a prorata division, or to distribute
the same assets to beneficiaries similarly situated; but
rather, the Trustee may, in the Trustee's discretion, make
a nonprorata division between trusts or shares and
nonprorata distributions to such beneficiaries so long as
the respective assets allocated to separate trusts or
shares, or distributed to such beneficiaries, have
equivalent or proportionate fair market value.
        Q. _Power to Deal with Insurance Policies._ To
retain, to purchase or otherwsie acquire life insurance
policies on the life of any person and, except where such
rights have been retained by the Trustor, to exercise all
rights of ownership and control contained in the policies.
        R. _Power to Lend to Probate Estate._ To loan funds
or assets belonging to the Trust Estate to the probate
estate of the Trustor and from one trust to any other trust
created hereunder upon such terms and in such amounts as the
Trustee deem advisable.
        S. _Power to Make Payments to Minors._ To make pay-
ments to a minor or other beneficiary under disability by

[page 15]
making payments to his parent or the guardian of his person,
or the Trustee may apply the payments directly for the
beneficiary's benefit. The Trustee in the Trustee's discre-
tion may make payments directly to a minor if in the
Trustee's judgment the minor is of sufficient age and
maturity to spend the money properly.
        T. _Power to Pay Taxes._ Except as otherwise
specifically provided in this instrument or in the Trustor's
Will, to pay federal estate tax or State Inheritance Tax, if
any, imposed by reason of inclusion of any portion of the
Trust Estate in the gross estate of the Trustor under the
provisions of any Federal Estate Tax or State Inheritance
Tax law.
        U. _Power to Make Tax Elections._ To take any action
and to make any election, in the Trustee's dicretion, in
order to minimize the tax liabilities of these trusts and
their beneficiaries. The Trustee shall allocate the
benefits from such action or election among the various
rights of any beneficiaries, or between the income and
principal accounts, to compensate for the consequences of
any tax election, investment or administrative decision that
the Trustee believes has had the effect of directly or
indirectly preferring one beneficiary or group of benefici-
aries over others, except that this paragraph shall not be

[page 16]
applied in such a fashion as would preclude Trustor's wife
from receiving all net income of the Support Trust.
        V. _Power to Employ Agents and Advisors._ To employ
any reputable custodian, attorney, accountant, corporate
fiduciary, or any other agent, agents, advisor or advisors
to assist the Trustee in the administration of this Trust
and to rely with acquittance on the advice given by these
agents. Specifically, the Trustee shall retain the law firm of
Lenske, Lenske & Heller, A Law Corporation, or their
successor, and the management firm of AUTHOR SERVICES, INC.
The Trustee shall consult with such firms in all matters
pertaining to execution of the Trust created herein
(including but not limited to administration, investment,
management and distribution). Reasonable compensation for
all services performed by these agents shall be paid from
the Trust Estate out of either income or principal as the
Trustee in the Trustee's reasonable discretion shall
determine.
        W. _Power to Write Call Options._ To write call
options on securities held as Trust assets, to repurchase
such call options, to purchase a call on the same security
then held subject to a call option, and to engage in other
forms of option transactions which are directly related to
outstanding call options and which are not acquired as
original investments.

[page 17]
        X. _Collectibles._ The Trustee may, as he deems
advisable, purchase or otherwise acquire, invest in,
collect, manage, sell, exchange, or otherwise dispose of or
trade in paintings, sculpture, watercolors, lithographs and
other works of art; cut, uncut, mounted and unmounted stones
and gems; coins, stamps, commemorative medals, decorations
and other government issued objects of value; books, porce-
lain, furniture, stained glass, carpets, silver, vintage
wines, and any other types of personal property. The
Trustee may, as he deems advisable, lend out, hire out or
place such objects on exhibition.
        Y. _Currency Trading._ The Trustee may hold accounts
comprising the entire Trust fund or any part or parts
thereof in any currency they may in their sole discretion
deem advisable, and is hereby specifically authorized to
trade or speculate in any currency or foreign exchange in
any manner it may deem advisable.

                ARTICLE EIGHT
                DETERMINATIONS OF PRINCIPAL/INCOME,
                AND ADDITIONAL PROPERTY
        A. _Income and Principal Act._ Except as otherwise
specifically provided in this instrument, the determination
of all matters with respect to what is principal and what is
income of the Trust Estate, and the apportionment and
allocation of receipts and expenses between these accounts

[page 18]
shall be governed by the provisions of the California
Revised Uniform Principal and Income act from time to time
existing. Any such matter not provided for, either in this
instrument or in the California Revised Uniform Principal
and Income Act, shall be determined by the Trustee in the
Trustee's reasonable discretion.
        B. _Treatment of Income._ Income accrued or unpaid
on Trust property when received into the Trust shall be
treated as any other income. Income accrued or held
undistributed by the Trustee at the termination of any Trust
created herein shall go to the next beneficiaries of the
Trust in proportion to their interest in it.
        C. _Successive Beneficiaries._  Among successive
beneficiaries of the Trust, all taxes and other current
expenses shall be prorated over the period to which they
relate on a daily basis.
        D. _Addition of Property._ Other property acceptable
to the Trustee may be added to these trusts by any person,
by the Will or Codicil of the Trustor, by the proceeds of
any life insurance policy or policies or otherwise.

                ARTICLE NINE
                INSURANCE, DISINHERITANCE, TAX RETURNS
        A. _Collection of Insurance Proceeds._ Upon the
death of the Trustor, the Trustee is authorized to collect
the proceeds of any insurance policies then payable to such

[page 19]
Trustee and to do all things necessary or expedient thereto,
and to make such agreements or settlements of ay such
policy or policies, or to take such action thereon as such
Trustee shall deem advisable; provided however, that such
Trustee need not, except in the sole discretion of such
Trustee enter into or maintain any litigation to enforce
payment of any such policy unless and until such Trustee
shall have been indemnified to the satisfaction of such
Trustee against all expenses and liabilities which may be
incurred therein. The receipt of proceeds by such Trustee
shall release the insurance company from all liability upon
any insurance policy or policies contained in the Trust
Estate.
        B. _Disinheritance._ The Trustor declares that,
except as otherwise provided in this Trust, he has
intentionally and with full knowledge omited to provide
herein for LAFAYETTE RONALD HUBBARD, JR., also known as
L. RON HUBBARD, JR., also known as NIBS HUBBARD, also known
as RONALD DeWOLF, the issue, if any of QUENTIN HUBBARD and
any other of Trustor's heirs who may be living at the time
of his death. Further, Trustor has intentionally omitted to
provide herein for ALEXIS HOLLISTER, who may pretent to be
Trustor's heir, but in fact is not and never has been
Trustor's heir.

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        C. _Prohibition of Contest._ Should any Trust
beneficiary, no matter how remote or contingent such bene-
ficiary's interest appears, or any legal heir of the Trustor
or any person claiming under any of them, contest the
provisions of this Trust or attack or seek to impair the
provisions of this Trust or attack or seek to impair or
invalidate any of the Trust's provisions, or conspire with
or voluntarily assist anyone attempting to do any of those
things, then in such event the right of that person to take
any interest given to him by this Trust shall be determined
as it would have been determined has such person predeceased
the execution of this instrument without surviving issue.
        D. _Choice of Law, Gender, Number and Headings._ This
Trust has been accepted by the Trustee administered in the
State of California. The validity, construction and all
rights thereunder shall be governed by the laws of the State
of California. As used in this instrument, the masculine,
feminine and neuter gender and the singular or plural number
shall each be deemed to include the others wherever the
context so indicates. If any provision or provisions of
this Trust Agreement shall be invalid or unenforceable, the
remaining provisions thereof shall continue to be fully
effective. The headings in this instrument are inserted
only for the convenience of reference and are not to be
considered in the construction thereof.
        E. _Joint Income Tax Returns._ The Trustee shall
have the power to file Joint Income Tax Returns with

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Trustor's wife, and in such even the Trustee shall not
require any contribution from Trustor's wife of any part of
the income tax payable thereon, and to compromise, settle,
and adjust claims and demands in favor of or against the
Trust Estate.
        F. _Unlawful Death of Trustor or Trustee._ Should
any Trust beneficiary unlawfully and intentionally cause the
death of Trustor or the Trustee (or successor Trustee, as
the case may be), then in such event, the beneficiary
perpetrating the act shall not be entitled to any portion of
the Trust Estate or to take under any Will of the Trustor;
but the portion thereof to which such individual would
otherwise be entitled to succeed shall go to those other
persons who would be entitled thereto if said beneficiary
had predeceased the Trustor.
    Should any Trustee, or successor Trustee, unlawfully
and intentionally cause the death of Trustor or a person
designated as a Trustee, or successor Trustee, hereunder,
then in such event, the Trustee perpetrating the act shall
immediately cease to act as Trustee and his or her post
shall be filled as provided in ARTICLE TEN hereof.

                ARTICLE TEN
                TRUSTEE PROVISIONS
        A. _Designation of Trustee._ Trustor reserves during
his lifetime the right, exercisable from time to time, to

[page 22]
remove any incumbent Trustee and to designate a successor
Trustee or Trustees of the Trust. Such right shall be
exercised by means of a writing delivered to the incumbent
Trustee, which makes specific reference to this Agreement,
which is signed by Trustor, which specifies the date upon
which such removal is to be effective, and which contains
the name of the successor Trustee.
        Upon Trustor's exercise of this right to remove
any incumbent Trustee, the Trustee then incumbent shall
cooperate with the successor Trustee designated by Trustor,
and shall perform such acts and provide such assurances as
may be necessary or helpful to enable the successor Trustee
to discharge his obligations, or her obligations, as the
case may be, commencing with the effective date of such
removal.
        In aid of Trustor's right to remove any
incumbent Trustee and to designate a successor, the
Trustee shall, not less frequently than semi-annually,
provide to Trustor a full and complete accounting respecting
the sate of affairs of the Trust. Moreover, the books ad
records of the Trustee as the same relate to the Trust shall
at all reasonable times be open to inspection by the
Trustor his attorneys, accountants or agents.
        No bond or other security shall be required of
any person named as a Trustee in this Trust.

[page 23]
        No successor Trustee shall be liable or respon-
sible in any way for any acts or defaults of any predecessor
Trustee or for any loss or expense occasioned by anything
done or neglected to be done by any predecessor Trustee, but
such successor Trustee shall be liable only for such
Trustee's own acts and defauls in respect to property
actually received by such successor Trustee.
        The powers and authority hereby conferred upon
the Trustee by this instrument do not include, nor shall
the be deemed to include, the right to accept service of
process, subpoena, or any other legal notice of pending
criminal or civil action on behalf of Trustor.
        B. _Succession of Trustees._ Subject to the
paramount right of Trustor and the right of the Trust
Protectors, if a Trustee should at any time or for any
reason fail, decline or be unable to serve in such capacity
or having commenced to serve shall for any reason cease to
serve, then the person named in a written instrument or
instruments signed by Trustor and previously delivered to
the law firm of Lenske, Lenske & Heller, A Law Corporation
(the "List of Trustees"), in the order of preference
designated therein, shall serve as successor Trustee.
        C. _The Trustor Protectors and Their Role._ The
Trust Protectors shall be STEPHEN A. LENSK, Esq.,
SHERMAN D. LENSKE. Esq. and LAWRENCE E. HELLER, Esq. Should
any Trust Protector decline or be unable to act as a Trust

[page 24]
Protector, then the remaining persons shall act in such
capacity. In the event that only one Trust Protector
remains able to act, then such person shall designate his
successor Trust Protector, who must be an attorney licensed
to practice law in the State of California.
        At any time while more than two Trust Protecors
are in office, any action taken by a majority of the Trust
Protectors in office shall be binding and may be relied upon
by third parties dealing with the Trustee.
        Subject always to the paramount right of the
Trustor as provided herein, the Trust Protectors shall have
the power to remove any Trustee acting under this instrument
and then shall designate a person on the List of Trustees in
order of preference designated therein. Removal and
replacement of the acting Trustee shall be made in writing
by the Trust Protectors and delivered to the then acting
Trustee and becomes effective on the designated successor
Trustee's written acceptance of the Trust and the delivery
of the acceptance to the Trust Protectors. After acceptance
by the successor Trustee, the previous Truste shall
forthwith transfer all trust assets in his or her possession
to the successor Trusteel
        In the event that the person lowest in order of
Trustor's preference becomes Trustee, then such person shall
designate his or her successor Trustee.

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        The Trustor, during his lifetime, reserves the
right to remove any incumbent Trustee at any time, to add or
remove the names of persons from the List of Trustees, and
to change the Trustor's order of preference upon the List of
Trustees.
        D. _Resignation of a Trustee._ Any Trustee may at
any time resign from the respective trusts hereby created by
depositing in the United States mail, postate prepaid, a
notice of such resignation addressed to the person or
persons then entitled to receive payments hereunder, and to
the remaining Trust Protector or Trust Protectors, at the
addresses of such person or persons last known to such
Trustee, and such resignation shall take effect at the
expiration of sixty (60) days from the date of mailing of
such notice. The affidavit of the Trustee as to the date of
mailing of such notice shall be conclusive evidence of its
mailing and of the date of such mailing.
        E. _Trustees' Fees._ During the lifetime of Trustor
the Trustee, shall not receive any fees. Upon death of
Trustor and continuing until the occurrence of the
distributions, required by this Agreement, the Trustee shall
be entitled to an annual fee not exceeding the sum of
$100.00.
        F. _Application of California Probate Code._
Article 2.5 of Chapter 19 of Division 3 of the Probate Code
of the State of California enacted in 1970, or any similar

[page 26]
legislation, and as it may exist from time to time shall be
fully effective, operative and applicable with respect to
this instrument and any amendment thereto.
        G. _Termaination of Trusts._ Notwithstanding any
other provision of this instrument, should the principal of
any trust created under any provision of this instrument be
or become, according the discretion of the Trustees,
sufficiently small in value that the administration thereof
is no longer economically desirable, that the cost of
administration is disproportionate to the value of the
assets, or that the continuation thereof is no longer in the
best interest of the beneficiary or beneficiaries, then the
entire principal and all accumulated income of such trust
shall be distributed outright to the person or persons
entitled at the time to the income therefrom in the
proportions in which they were entitled to receive the
income, and upon such termination, the rights of all other
persons who might otherwsie have an interest as succeeding
life income beneficiaries or as remaindermen shall cease.
If any such person be then a minor, or in the opinion of the
Trustee is physically incapacitated, then the Trustee may
pay the share of such fund to which such person would
otherwise be entitled to the parent, the guardian, or to the

[page 27]
conservator of the estate or of the person of such
beneficiary.
        EXECUTED at [Los Angeles Calif] on
[January 21st], 198.
                TRUSTEE:
                [Signature]
                NORMAN D STARKEY

        I certify that I have read the foregoing instrument
and that it correctly states the terms and conditions under
which the Trust Estate is to be held, managed, and disoposed
of by the Trustee. I approve the instrument in all
particulars and request that the Trustee execute it.
        DATED: [23 Jan], 1986.
                TRUSTOR:
                [Signature]
                L. RON HUBBARD

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[page 28]
State of California             )
                                ) ss.
County of [SAN LUIS OBISPO]     )

        On [JANUARY 23RD, 1986], before me, a
Notary Public in and for the State of California, personally
appeared L. RON HUBBARD, known to me or proved to me on the
basis of satisfactory evidence to be the Trustor of the
Trust created by the above instrument, and to be the person
whose name is subscribed to the instrument, and he
acknowledged that he executed the same as such Trustor.
        WITNESS my hand and official seal.

[OFFICIAL SEAL] [Signature]
[PATRICK BROEKER]               Notary Public in and for the
[NOTARY PUBLIC - CALIFORNIA] State of California residing at
[SAN BERNARDINO COUNTY]
[My comm. expires JAN 27, 1989] [CRESTON, CA]
                                My Commission Expires
                                [JANUARY 27TH], 198[9].

State of California             )
                                ) ss.
County of [LOS ANGELES]         )

        On [January 21st 1986], before me, a
Notary Public in and for the State of California, personally
appeared NORMAN F, STARKEY, known to me or proved to me on
the basis of satisfactory evidence to be the Trustee of the
trust created by the above instrument, and to be the person
whose name is subscribed to the instrument, and he
acknowledged that he executed the same as such Trustee.

        WITNESS my hand and official seal.

[OFFICIAL SEAL]                 [Signature]
[DAVID MISCAVIGE]               Notary Public in and for the
[NOTARY PUBLIC - CALIFORNIA]    State of California, residing at
[LOS ANGELES COUNTY]            [Los Angeles, Calif]
My comm. expires Mar 31, 1989]          My Commission Expires
                                        [March 31st], 198[9]


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