I, L. RON HUBBARD, also known as LAFAYETTE RON HUBBARD, a resident of the State of California, declare this to be my Last Will and Testament and I revoke all prior Wills and Codicils to Wills heretofore made by me.

     FIRST: I declare that I am married; that my Wife's name is MARY SUE HUBBARD, and that any and all references to "my Wife" are to her. I further declare that I have five (5) children now living, namely DIANA MEREDITH DeWOLF HUBBARD HORWICH, SUZETTE HUBBARD, ARTHUR RONALD CONWAY HUBBARD, L. RON HUBBARD JR., also known as NIBS HUBBARD, and KATHERINE MAY HUBBARD GILLESPIE, all of whom are adults. I have one (1) deceased child, namely QUENTIN HUBBARD. I further delcare that I have no other children, nor issue of deceased children, either living or deceased. The terms "my children" and/or "children of mine" and/or "my child" as used in this Will, shall be deemed to refer to DIANA MEREDITH DEWOLF HUBBARD HORWICH, SUZETTE HUBBARD and ARTHUR RONALD CONWAY HUBBARD, including any afterborn children of my marriage to MARY SUE HUBBARD, and/or any children hereafter adopted by us, but not including L. RON HUBBARD, JR., also known as NIBS HUBBARD, KATHERINE MAY HUBBARD GILLESPIE and QUENTIN HUBBARD, it being my intend that L. RON HUBBARD, JR., also known as NIBS HUBBARD, KATHERINE MAY HUBBARD GILLESPIE and QUENTIN HUBBARD and their issue not take under my will.

     SECOND: It is my intention to dispose of all property, real, personal and mixed, of whatever kind and character, and wherever situated, which I am entitled to dispose of by Will, including but not limited to any and all property over which I may have the power of appointment by Will.

     THIRD: I give, devise and bequeath to my Wife, MARY SUE HUBBARD, provided she shall survive me by a period of not less than six (6) months, all of my tangible personal, residential and household effects of every kind, including furiniture, pictures, books, silverware, silver pieces, household furnishings, clothing, jewelry and automobiles, together with any insurance thereon. Should my said Wife fail to survive me by said period of six (6) months, then the bequests made in this Article THIRD shall instead lapse and augment the residue of my estate.

     FOURTH: In the event that, at the time of my death, I own insurance on the life of my Wife, MARY SUE HUBBARD, I give and bequeath all of my interest in said policy or policies of life insurance to NORTON S. KARNO as Trustee of an Irrevocable Trust be created herein. I direct the Executor of my Estate to pay the premiums on said policy or policies during the probate of my Estate. I direct the Trustee of the Irrevokable [sic] Trust created under the L. RON HUBBARD INTER VIVOS TRUST to pay the premiums on said policy or policies out of either income or principal of the Trust Estate. Upon the death of my said Wife, I direct the Trustee of the Irrevokable Trust created herein to collect the proceeds of said policy or policies of life insurance, and to distribute same to the L. RON HUBBARD INTER VIVOS TRUST referenced hereinabove. I further authorize the Trustee, in his sole and absolute discretion, to purchase assets from the estate of my said Wife or to loan sufficient cash to my said Wife's estate in order that said Estate will be able to pay any death costs and taxes which may be owing.

     FIFTH: I give, devise and bequeath all of the rest, residue and remainder of my estate, both real, personal and mixed, wherever situated, including all lapsed and failed gifts and including all property over which I may have the power of appointment by Will, to the then acting Trustee or Trustees of the L. RON HUBBARD INTER VIVOS TRUST AGREEMENT established earlier on this day and bearing the same date as this Will, of which I am the Trustor and I am presently the Trustee thereof, and I direct that the residue of my said estate shall be added to and shall be held, administered and distributed as part of said trust, according to the terms of said trust and any amendments made thereto prior to my death; it is my intent, if it be permissible, not to create a separate trust by this Will. If for any reason said Trust Agreement shall, as of the date of my death, be ineffective or not in existence, then I give, devise and bequeath all of said residue of my said estate to the successor Trustee named in said Trust Agreement, IN TRUST, to hold, manage and distribute in accordance with the terms of said Trust Agreement, the terms of which I hereby incorporate into this Will by reference as fully as if said Trust Agreement was set forth in its entirety.

     SIXTH: To my dear friends on my personal staff, my aides, officers and the executives of organizations and my staunch friends on staffs and Scientologists I give my love and continued support and hopes for a better world.

     SEVENTH: I declare that, except as otherwise provided in this Will, I have intentionally and with full knowledge omitted to provide herein for any of my heirs who may be living at the time of my death, including, but not limited to, ALEXIS HOLLISTER, L. RON HUBBARD JR., also known as NIBS HUBBARD, KATHERINE MAY GILLESPIE QUENTIN HUBBARD and the issue of such persons.

     EIGHTH: If any devisee, legatee or beneficiary under this Will, or any legal heir of mine, or person claiming under any of them, shall contest this Will or attack or seek to impair or invalidate any of its provisions, or conspire with or voluntarily assist anyone attempting to do any of these things, in that event I specifically disinherit each such person and all legacies, bequests, devises and interests given under this Will to that person shall be forfeited and shall augment proportionately the shares of my estate going under this Will to or in trust for such of my devisees, legatees and beneficiaries as shall have not have participated in such acts or proceedings.

     NINTH: No interest shall be paid on any gift, legacy or right to income under this Will or any Codicil to it.

     TENTH: I direct that all inheritance, succession, estate and other death taxes, including any interest and penalties thereon imposed upon or in relation to any property required to be included in my gross estate for federal estate tax purposes and all inhereitance, succession and other death taxes, including any interest or penalties thereon, payable upon or resulting from or by reason of my death, whether or not attributable to property subject to probate administration, shall be paid as an expense of administration out of the residue of my estate, and under no circumstances shall there be a charge therefor upon the basis of proration, apportionment, contribution or otherwise.

     ELEVENTH: I nominate and appoint NORTON S. KARNO as Executor of this Will. Should NORTON S. KARNO be deceased or otherwise unable or unwilling to act as Executor, then I nominate and appoint Michael M. Smith as Executor of this Will. None of the foregoing individuals shall be required to furnish bond in any jurisdiction for acting as Executor of this Will. In addition to those powers now or hereafter conferred by law, my Personal Representative shall have the power to sell, lease, mortgage or encumber by deed of trust the whole or any part of my estate at either public or private sale, with or without notice, but subject to such confirmation as may be required by law; and to hold, manage and operate any property or business belonging to my estate at the risk of my estate and not at the risk of my Personal Representative with any profits or losses therefrom to inure or be chargeable to my estate as a whole.

     My Personal Representative shall be authorized to invest surplus funds, but subject to such confirmation as may be required by law. My Personal Representative shall continue to hold and operate any property or business received by him or her in the form of an entity in which such business was operated during my lifetime, or in such other form of entity as he may deem advisable.

     My Personal Representative shall pay all of my debts and/or liabilities in connection with the purchase or acquisition of interests in partnerships that I may hold at my death. With respect to stocks and other securities held in the estate, to have all the rights, powers and privileges of an owner, including, but not by way of limitation the power to vote, give proxies and pay assessments and other sums deemed by the Executor necessary for the protection of the estate; to participate in voting trusts, pooling agreements, foreclosures, reorganization, consolidations, mergers and liquidatoins, sales and leases, and in connection therewith to deposit securities with and transfer title to any protective or other committee under such terms as the Executor may deem advisable; to exercise or sell stock subscription or conversion rights; to accept and retain as an investment any securities or other property received through the exercise of any of the forgoing powers, regardless of any limitations elsewhere in this instrument relative to investments by my Personal Representative.

     I further authorize my Personal Representative to invest and reinvest the principal and any undistributed income, and purchase or acquire therewith every kind of property, real, personal or mixed, and every kind of investment, specifically including, but not by way of limitation, corporate obligations of every kind, stocks, preferred or common, shares of investment trusts, investment companies, and mutual funds, and mortgage participations, which men of prudence, discretion and intelligence acquire for their own account.

     My Personal Representative shall have the power to determine whether any or all of the expenses of administration of my estate shall be used as Federal Estate Tax deductions or as Federal Income Tax deductions and whether any or all of such expenses shall be used as deductions for purposes of California Inheritance Tax or California State Income Tax.

     No legatee or devisee or beneficiary under this Will shall have any right to recoupment or restoration of any loss suffered as a result of the use by my estate of such deductions for one or the other of these purposes. My Personal Representative shall have the power to file Joint Income Tax Returns with my surviving spouse, and in such event my Personal Representative shall not require any contribution from said surviving spouse of any oart of the income tax payable thereon, and to compromise, settle, and adhust claims and demands in favor of or against my estate; and my Personal Representative shall be authorized to consent, persuant to the provisions of the Internal Revenue Code of 1954, or any federal or state statute making substantially similar provisions for the division of taxable gifts between spouses, so that any gift made by me or my spouse prior to my death shall be considered as made one-half (1/2) by me and one-half (1/2) by my surviving spouse; and if such consent be given, to file proper returns accordingly and to pay from my estate any and all liability for gift tax, interest, and/or penalties upon any such gifts.

     Nothwithstanding any provision of California law to the contrary, my Wife shall have the power, subject to any necessary court approval, to purchase assets from, or loan funds to, my estate, even if my wife is Executor of my Will or Trustee of any trust receiving assets from my estate. Any such purchase shall be for fair consideration; and any such loan shall bear no more than a fair rate of interest, and may be subject to reasonable scrutiny. My Personal Representative may, in my Personal Representative's sole discretion, distribute, upon obtaining a partial or final order of distribution, any part of my estate (not specifically bequeathed) in kind (including undivided interests therein) in cash, or partly in cash and partly in kind, and the decision of my Personal Representative as to what constitutes a proper division of my estate shall be binding upon all beneficiaries.

     I acknowledge that I have been informed and am advised that a conflict of interest may exist as to NORTON S. KARNO in his capacity as Personal Representative hereunder and in his capacity as a general partner of a partnership in which I may have an interest at my death. I understand that NORTON S. KARNO could favor the partnership over the estate, and vice versa, which could prejudice the rights of the other. In view of the foregoing, I hereby waive any conflict of interest that may result from the representation of NORTON S. KARNO by Karno & Schwartz, a professional corporation while he is acting in such capacities.

     TWELFTH: As used in this Will, the masculine, feminine or neutral gender, and the singular or plural number, shall each be deemed to include the other whenever the context so requires; and the term Personal Representative shall be deemed to mean any person or persons appointed as Executor, Executrix or Co-Executors of this Will, or any Codicil to it, whenever the context so requires.

     THIRTEENTH: If any provision or provisions of this Will or any Codicil to it are finally determined to be invalid by a court of competent jurisdiction, the remaining provisions shall nevertheless be carried into effect.

     IN WITNESS THEREOF, I have executed this Last Will and Testament this 15th day of December 1979, at Los Angeles, California.

     [Signature]
     L. Ron Hubbard

The foregoing instrument, consisting of ten (10) pages, including the page signed by the Testator, being page nine (9) and including the page signed by the witnesses being page ten (10), was on the date hereof signed by the said L. Ron Hubbard, subscribed, published and declared to be his Last Will and Testament, in the presence of us who, at his request and in his presence, and in the presence of each other, sign the name as witnesses thereto. Each of us observed the signing of this Will by L. Ron Hubbard and by each other subscribing witnesses and knows that each signature is the true signature of the person whose name was signed. Each of us now is more than twenty-one (21) years of age and a competent witness and resides at the address set forth after such witness' name. We are acquainted with L. RON HUBBARD. At this time, he is over the age of eighteen (18) years, and to the best of our knowledge he is of sound mind and is not acting under duress, menace, fraud, misrepresentation, or undue influence. We declare under penalty of perjury that the foregoing is true and correct. Executed on 15th December, 1979 at Los Angeles, California.

Patrick D. Broeker
[Signature]

Residing at
     8921 Hennepin Ave
     Niagara Falls, New York
     USA 14304

Ann-Marie Tidman Broeker
[Signature]

Residing at
     8921 Hennepin Ave
     Niagara Falls, New York
     USA 14304

Diana Sue Reisdorf Voegeding
[Signature]

Residing at
     210 So Ft. Harrison
     Clearwater, Florida
     USA 33516