AMENDED TRUST AGREEMENT

        THIS AMENDED TRUST AGREEMENT is entered ino 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
        RECITALS GIVING RISE TO THIS
        AMENDED AGREEMENT
        On may 10, 1982, Trustor created the AUTHOR'S
FAMILY TRUST, for the benefit of his family, friends and
the religion of Scientology, of which he is the Founder.
By this instrument, Trustor intends to amend and (for the
sake of convenience) restate the AUTHOR'S FAMILY TRUST.
In declaring this Trust, Trustor has made few changes in
the ultimate disposition of the assets to be held by the
Trustee herein.

        ARTICLE TWO
        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

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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,
administered and distributed by the Trustee as provided
herein.

        ARTICLE THREE
        NAMES OF TRUSTS
        The Trusts created in this instrument may be
referred to collectively as the AUTHOR'S FAMILY TRUST-B
and each separate Trust created in this Agreement, unless
otherwise provided, may be referred to by adding the name
of the beneficiary.

        ARTICLE FOUR
        REVOCATION AND AMENDMEN
        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

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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 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 FIVE
        DISTRIBUTIONS OF PRINCIPAL AND INCOME
        DURING TRUSTOR'S LIFE
        _Payment of Net Income and Principal._ During

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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 of Trustor and Trustor's wife
shall be accumulated and added to principal.

        ARTICLE SIX
        DISPOSITIVE PROVISIONS
        UPON TRUSTOR'S DEATH
        Upon the death of the Trustor all principal and
accumulated income of AUTHOR'S FAMILY TRUST-A and AUTHOR'S
FAMILY TRUST-B, together with all distributions to this
trust from any probate estate, life insurance proceeds to this
trust from any probate estate, life insurance proceeds or
other source shall be divided and distributed as follows:
        A. _Specific Distributions to Trustor's Wife._
As soon as convenient following Trustor's death, the
Trustee shall distribute or cause to be distributed to
Trustor's wife, if she survives Trustor for thirty (30)
days, the following:
        1. The sum of One Million Dollars

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($1,000,000.00); and
        2. That certain house, together with its
contents, in which Trustor's wife currently resides,
commonly known as 2345 Chislehurst Drive, Los Angeles,
California 90027, and more particularly described as:
        Lot 72 of Tract No. 5337, as per
        map recorded in book 84, page 95
        of maps, in the office of the Los
        Angeles County recorder.
Such distribution shall be free and clear of all liens and
encumbrances, or assessments and taxes of any kind which
are due as of the date of the transfer. If Trustor's wife
fails to survive for the requisite period, the
distributions pursuant to this paragraph A shall be
distributed in accordance with paragraph G of this ARTICLE
SIX.
        B. _Specific Distributions to Trustor's Named
Children._ As soon as is convenient following Trustor' s
death the Trustee shall distribute the following sums to
the following named individuals:
        1. The sum of One Hundred Thousand Dollars
($100,000) to DIANA MEREDITH DeWOLF HUBBARD RYAN, if she
survives Trustor for thirty (30) days, and if not then to
her issue by right of representation.
        2. The sum of One Hundred Thousand Dollars
($100,000) to MARY SUZETTE ROCHELLE HUBBARD, if she
survives the Trustor for thirty (30) days, and if not then to

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her issue by right of representation.
        3. The sum of One Hundred Thousand Dollars
($100,000) to ARTHUR RONALD CONWAY HUBBARD, if he survives
Trustor for thirty (30) days, and if not then to his issue
by righ of representation.
        4. The sum of [Twenty-five thousand dollars - crossed out and
One hundred thousand dollars handwritten]
to KATHERINE MAY HUBBARD GILLESPIE, is she
survives Trustor for thirty (30) days, and if not then to
her issue by right of representation.
        5. If any individual named in subparagraphs 1, 2
and 3 of this paragraph B fails to survive for the
requisite period and dies without issue, his or her
bequest shall be divided equally among the remaining name
individuals, or their issue by right of representation.
        C. _Specific Distributions to Grandchildren: As
soon as is convenient following Trustor's death the
Trustee shall distribute to each of the children of DIANA
MEREDITH DeWOLF HUBBARD RYAN, MARY SUZETTE ROCHELLE
HUBBARD and ARTHUR RONALD CONWAY HUBBARD, who are living
or in gestation at the time of Trustor's death and who
shall survive Trustor by thirty (30) days, the sum of
Fifty Thousand Dollars ($50,000). In no event shall any
distribution, pursuant to this paragraph C, be made to the
issue of any other child of Trustor, whether such child is
living or deceased on the date hereof.
        D. _Distribution Retained in Trust._ Any
distribution provided for in paragraphs B, C or D of this

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ARTICLE SIX to a person who at the time of such
distribution shall be under the age of twenty-two (220
shall be retained in trust by the Trustee as a separate
share and be held and administered as otherwise provided
in this instrument and be distributed as follows:
        The Trustee shall accumulate the net income of
such person's share. The Trustee may apply so much of the
accumulated income and principal of said person's share as
the Trustee in the Trustee's absolute discretion may from
time to time deem necessary or advisable for such person's
proper health, maintenance, support and education until
said person attains the age of twenty-two (22) years. Upon
each person attaining the age of twenty-two (22) years, the
Trustee shall distribute and deliver all of the remaining
balance of said person's share of the Trust Estate to said
person. If any of said persons should die prior to
attaining the age of twenty-two (22) years, then upon such
person's death all of the balance of such deceased person's
share of the Trust Estate shall be distributed to his or
her then living issue, said issue to take by right of
representation, or if there should be no such issue of such
deceased person then living, then upon such person's death
all the balance o such share of the Trust Estate shall be
distributed in equal shares to the brothers and sisters
then living of the whole blood of such deceased person, if
any, and if none, then to the lawful issue then living of
any deceased brother or sister of the whole blood who shall

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take by right of representation, or if there be none then
the remaining balance of such share of the Trust Estate
shall be distributed to those of the Trustor's isse hen
living who are beneficiaries or issue of beneficiaries
specified in subparagraphs 1, 2 and 3 of Paragraph B and
Paragraph C of this ARTICLE SIX above. Said issue shall
take by right of representation, provided that if the
Trustee is then holding another trust hereunder for the
primary benefit of any such issue of the Trustor, his or
her share shall augment prorata the distributed and
undistributed portions of said trust and shall be held and
administered as if it had been an original part of such
trust. No distribution pursuant to this Paragraph D shall
be made to any of the following or their issue: ALEXIS
HOLLISTER and LAFAYETTE RONALD HUBBARD, JR., also known as
L. RON HUBBARD, JR., also known as NIBS HUBBARD, also
known as RONALD DeWOLF. it is believed that QUENTIN HUBBARD
died, without issue: however, should the existence of issue
become known at a later date, such purported issue shall
receive no distributions hereunder.
        E. _Support Trust._ At the time of execution of
this Trust Trustor is married to MARY SUE HUBBARD and is
providing her with approximately $8,000.00 per month,
after tax, for her support, maintenance and comfort. If
she shall survive Trustor, the purpose of this Trust is to
assure, to the extent possible, that after Trustor's death,
she receive sufficient support to maintain a comparable

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standard of living. Trustor believes that $10,000.00 per
month tax free will be sufficient to assure Trustor's wife
of a comparable standard of living. If Trustor's wife
does not survive Trustor, then the distribution provided
for in this paragraph E shall be distributed as provided
in Paragraph G below. It is further Trustor's intention
to provide this support through a qualified terminable
interest property trust, which shall be eligible for the
federal estate marital deduction allowable under the
Economic Recovery Tax Act of 1981 and the Trustee is
hereby authorized to join with the Executor of Trustor's
estate in making any election necessary to so qualify such
trust.
        The Trustee shall, in his sole discretion,
determine the amount to be set aside to this Support Trust.
In exercising such discretion, the Trustee shall first
adjust the $10,000.00 monthly support by increasing or
decreasing such amount in the same ratio as the Consumer
Price Index of the United States Department of Labor,
Bureau of Labor Statistics, for all Urban Consumers, Loas
Angeles/Long Beach/Anaheim Metropolitan Area, Los Angeles,
California, or any substitute or successor index published
by the Department of Labor, shall have changed from the
first day of the month in which this Agreement is executed
to the month of Trustor's death. Taking into account the
figure thus arrived at, Trustor's wife's then life
expectancy, the anticipated rate of inflation and

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investment yields over that expectancy, and anticipated
Federal and State income tax rates, the Trustee is to fund
the Support Trust with an account which in his sole
discretion shall seem sufficient to provide to Trustor's
wife sufficient after tax income with which to maintain a
standard of living comparable to that which she was
enjoying at the time of Trustor's death.
        Having determined the amount to be aside to the
Support Trust, the Trustee is authorized to fund the
Support Trust in money or in kind or partly in each, and
if wholly or partly in kind, to select and transfer to the
trust the specific asset or assets so selectedd; _provided_
that any asset transferred in kind to fund the trust shall
be valued for that purpose at its fair market value
determined as of the date of the transfer; and _provided_
_further_ that such assets shall not consist of Trustor's
intellectual properties.
        Only assets which qualify for the marital
deduction under Internal Revenue Code of 1954, as amended
("Code"_ shall be allotted to the trust. Also, to the
extent that other assets qualifying for the marital
deduction are available, the trust shall not be funded
with: (a) assets with respect to which a credit for
foreign taxes paid is allowable under the Code; (b) assets
which may be subject to both income and estate taxes and
which may be eligible for a credit or deduction; or (c)
United States Treasury Bonds eligible for redemption at

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par in payment of federal estate tax. Subject to the
foregoing, the decisions of the Trustee as to which assets
shall be set aside to fund this trust for the benefit of
Trustor's wife shall be conclusive and binding on all
persons.
        Subsequent to Trustor's death and prior to the
funding of the Support Trust, the Trustee shall make
monthly distributions to Trustor's wife in the amount of
$10,000.00 adjusted for the cost of living change as above
provided. Trustee shall distribute all net income of the
Support Trust, which shall include all income retroactive
to the date of Trustor's death attributable to the assets
used to fund the Support Trust and the monthly
distribution referred to above, to or for the benefit of
Trustor's wife at least annuallly. The Trustee shall make
additional distributions from principal if required to
meet the previously determined monthly level of support.
In making such distributions, the Trustee shall treat
distributions made to Trustor's wife, following Trustor's
death and prior to funding the Support Trust, as advances
against distributions of income from the Support Trust and
income earned by assets following Trustor's death by
prior to their transfer to the Support Trust. In addition
the Trustee shall be authorized to make distributions from
principal as they in their sole discretion shall deem
necessary or advisable for the support, maintenance and
comfort of Trustor's wife at the same standard to which

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she had become accustomed at the time of Trustor's death.
No income or principal of the Support Trust shall be
distributed to anyone other than Trustor's wife during her
lifetime.
        During Trustor's wife's lifetime, she shall have
the power to reasonably require the Trustee to make all or
part of the principal of the Support Trust productive or
to convert promptly any unproductive property into
productive property. This power shall be exercised by
Trustor's wife in a written instrument delivered to the
Trustee. Notwithstanding the foregoing, Trustor's wife
shall have no right to dictate specific investments for
the Trust Estate.
        Trustor's wife shall not assign, transfer or
convey, anticipate, pledge, hypothecate or otherwise
encumber her interest hereunder, and neither the principal
of this Support Trust nor any income thereof shall be
liable for any debt of Trustor's wife or be subject to any
bankruptcy proceedings or claim of creditors, or be
subject to any judgment rendered against her or other
process of any court in aid of execution of any judgments
so rendered; and all of the income and principal of such
trust shall be transferable, payable and delivereable only
to her as above provided.
        The Suport Trust shall be subject to all
authorizations and directions applicable to this Trust
Agreement, as herein provided or hereafter amended, except

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that no provision, authorization or direction which would
prevent the Support Trust from qualifying for the marital
deduction under the Code shall apply to the Support Trust.
        On the death of Trustor's wife, the Trustee shall
distribute any remaining balance of the Support Trust,
including principal and accrued or undistributed income,
to such one or more persons and entities, including the
Trustor's wife's own estate and on such terms and
conditions, either outright or in trust, and in such
proportion as Trustor's wife shall appoint by Will or
codicil specifically referring to and exercising this
power of appointment. This power of appointment shall be
exercisable by Trustor's wife alone in all events. Any
portation of the Support Trust not effectively appointed by
the Trustor's wife under this Paragraph E shall be
distributed in accordance with Paragraph G of this ARTICLE
SIX.
        It is the Trustor's intention to have the Support
Trust qualify for the marital deduction under the Internal
Revenue Code Section 2056 and the regulations pertaining
to that section or any corresponding substitute provisions
applicable to the Trust Estate. In no event shall the
Trustee take any action or have any power that will impair
the marital deduction, and all provisions regarding the
Support Trust shall be interpreted to conform to this
primary objective.
        F. _Taxes, Expenses and Debts of My Estate._

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The Trustee is authorized and directed to pay out of the
Trust Estate Trustor's debts, the estate and inheritance
taxes, including interest and penalties, arising because
of his death, Trustor's last illness and funeral expenses,
attorneys' fees, and other reasonable and necessary costs
incurred in administering Trustor's probate estate as and
to the extent provided in his Last Will. Any such
paymensts shall be paid out of the residue of the Trust
after funding the distributions provided for in Paragraphs
A, B, C, D, and E above. Notwithstanding the foregoing,
no such payments shall be made from funds received by the
Trustee from qualified employess benefit plans, or from
payment of insurance policies on the Trustor's life, ans
such funds shall not be used to satisfy any other
obligations of the decedent's estate; provided, however,
that to the extent there are no other assets available for
such purposes, or the to the extent the Trust includes
insurance in excess of the amount of the insurance
exemption available under the California Revenue and
Taxation Code, insurance proceeds may be used for such
purposes. Nothing contained in this paragraph F shall
accelerate any obligation or be construed as a direction
to pay any obligation other than as the same becomes due.
        Notwithstanding anything contained in this
paragraph F to the contrary, the Trustee shall have no
right to pay any costs of administering Trustor's probate
estate without the prior written approval of an

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independant firm of certified public accountants as to the
reasonableness and necessity of such costs.
        G. _Residue._ All principal and accumulated
income remaining after the distribution provided for in
paragraphs A, B, C, D, E, and F, above including any
lapsed gifts, shall, as soon as is convenient, be
distributed to the CHURCH OF SPIRITUAL TECHNOLOGY a
nonprofit religious corporation, of Los Angeles,
California; provided that the CHURCH OF SPIRITUAL
TECHNOLOGY is then an organization described in Section
501(c)(3) [tax exempt] of the Code [IRS Tax Code].
        If at the time of Trustor's death the status of
the CHURCH OF SPIRITUAL TECHNOLOGY as an organization
described in Section 501(c)(3) of the Code is under
challenge or question by the Commissioner of Internal
Revenue in any administrative or judicial proceeding, then
the Trustee shall withhold the remaining Trust Estate from
distribution until either the status of the CHURCH OF
SPIRITUAL TECHNOLOGY as an organization described in
Section 501(c)(3) of the Code has been confirmed in an
administrative or judicial proceeding, or the CHURCH OF
SPIRITUAL TECHNOLOGY has exhausted all administrative and
judicial remedies in pursuit of confirming its status as
an organization described in Section 501(c)(3) of the Code.
If the status of the CHURCH OF SPIRITUAL TECHNOLOGY as an
organization described in Section 501(c)(3) of the Code is
confirmed, then the Trustee shall distribute the entire

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remaining Trust Estate to the CHURCH OF SPIRITUAL
TECHNOLOGY. If the CHURCH OF SPIRITUAL TECHNOLOGY has
exhausted all administrative and judicial remedies
available to it and its status as an organization
described in Section 501(c)(3) of the Code is not
confirmed, or is denied, then the Trustee shall distribute
the entire remaining Trust Estate to or among such other
organization or organizations, whether domestic or foreign,
which are organized exclusively for the purposes of the
religion of Scientology as founded and further developed by
Trustor and which is an organization or are organizations
described in Section 501(c)(3) of the Code, as the Trustee
may in his sole discretion determine.
        During any period in which the Trust Estate is
withheld from distribution pending the outcome of
proceedings respecting the status of the CHURCH OF
SPIRITUAL TECHNOLOGY as an organization described in
Section 501(c)(3) of the Code, the Trustee shall, not less
frequently than annually, distribute all of the Trust's
income to such organization, or among such organizations,
as are organized exclusively for the purposes of the
religion of Scientology as founded and further developed
by Trustor and which is an organization or are
organizations described in Section 501(c)(3) of the Code
as the Trustee may in his sole discretion determine.

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        ARTICLE SEVEN
        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 SEVEN.
        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 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
judgment 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 transferable, 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 Against Perpetuities._ Having 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 terminate upon the expiration of twenty-

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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 created herein created becomes
irrevocable and nonamendable as provided herein. The
principal and undistributed income of a trust terminated
pursuant to this Paragraph B of this ARTICLE SEVEN shall
be distributed to the then income beneficiaries 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 to income are
not fixed by the terms of the trust, distribution under
this paragraph B shall be made, by right of representation,
o 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
distribution, or to qualify the Support Trust for the
marital deduction, 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
SEVEN hereof, whenever the right of any beneficiary to

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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._ Untill the Trustee
receives written notice of any birth, marriage, death or
other event upone 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 "educations" 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
institution of the beneficiary's choice, and in
determing payments to be made for such college or
postgraduate education, the Trustee shall take into
consideration the beneficiary's related living expenses to

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the extent they are reasonable

        ARTICLE EIGHT
        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 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 participations, notes, any other form of
securities (including but not limited to, corporate
securities, corporate debt, U.S. Government securities,
U.S. Agency securities and municipal 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

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received (or the form to which changed by reorganization,
split-up, stock divided, or other like occurrence) any
securities or other property the Trustee may at any time
acquire under the Trust, it being the Trustor's expres
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 time shall be reasonable in light of then existing
circumstances. Notwithstanding anything above to the
contrary, the Trustee's powers shall be subject to the
Trustee's duties to treat income beneficiaries and
remaindermen equitable, and the following requirements
shall be observed by the Trustee:
        1. _Depreciation._ A reasaonable addition to a
reserve for depreciation of all income-producing
depreciable real and personal property,.and capital
improvement 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 tax from time to
time;
        3. _Mutual Fund Distributions._ Distributions

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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 ratably over the life of such obligation by
making appropriate 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 Trustor's
wife as hereinbefore provided.
        C. _Power to Manage Securities._ To have all

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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, foreclosures, reorganizations, consolidations,
mergers, liquidations and incident to such particpation
to deposit securities with and transfer title to any
protective or other committee on such terms as the Trustee
may deem advisable; and to exercise or sell stock
subscription or conversion rights.
        D. _Power to Hold Securities._ 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 lease Trust
property 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,

[page 24]
provided that any such loan shall 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, 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 independent appraisal.
        J. _Release of Powers of Trustee._ To release or
to restrict the scope of any power that the 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 to 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-

[page 25]
owner of Trust property, including without limitation,
the power to purchase securities on margin account.
        L. _Power to Defend._ To  commence or defent, at
the expense of the Trust, such litigation with respect to
the Trust or any property of the Truste Estate as the
Trustee may deem advisable, and to compromise or otherwise
adjust any claims of litigation against or in favor of the
Trust.
        M _Power to Withhold From Distribution._ To
withhold from distribution, in the Trustee's discretion,
at the 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 discretion 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

[page 26]
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 discretion 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 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 distribution. In making any
division or partial or final distribution of the Trust
Estate, the Trustee shall be under no obligation to 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 beneficiares, have equivalent or
proportionate or fair market value.
        Q. _Power to Deal with Insurance Policies._ To

[page 27]
retain or purchase or otherwise 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
payments to a minor or other beneficiary under disability
by making payments to his parent or the guardian of his
person, or the Trustee may apply payments directly for the
beneficiary's benefit. The Trustee in the Trustee's
discretion 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
discretion, in order to minimize the tax liabilities of

[page 28]
these trusts and their beneficiaries. The Trustee shall
allocate the benefits from such action or election among
the various beneficiaries. The Trustee shall make
adjustments in the 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 beneficiaries over others, except
that this paragraph shall not be 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 thse 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

[page 29]
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.
        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, porcelain, 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.
        Z. _Power to Acquire Assets._ It is Trustor's
intention that the beneficiary, or beneficiaries, of the

[page 30]
residue of the Trust Estate, as described in Paragraph G of
Article SIX, own all of Trustor's copyrights, including but
not limted to, and contingent renewal rights that may be
exercisable by the Trustor's heirs. Therefore, the Trustee
shall have shall have the power to acquire Trustor's
copyright or any contingent renewal rights therefor.

        ARTICLE NINE
        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 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

[page 31]
beneficiaries of the Trust in proportion to their interest
in it.
        C. _Successive Beneficiaries._ Among successive
beneficiaries of this 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 TEN
        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 Trustee and to do all things necessary or expedient
thereto, and to make such agreements or settlements of any
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

[page 32]
liability upon any such 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 omitted 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
pretend to be Trustor's heir, but in fact is not and never
has been Trustor's heir.
        C. _Prohibition of Contest._ Should any Trust
beneficiary, no matter how remote or contingent such
beneficiary's interest appeasr, 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
or invalidate any of the Trust's provisions, or conspire
with or voluntarily assist anyone attempting to do any of
these 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 had such
person predeceased the execution of this instrument
without surviving issue. Notwithstanding the foregoing,
the provisions of this paragrapg C shall not be deemed to
apply to Trustor's wife in connection with the specific
distributions to Trustor's wife under Paragraph A of

[page 33]
ARTICLE SIX and the benefits payable to Trustor's wife
during her lifetime under Paragraph E of ARTICLE SIX.
        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
Trustor's wife, and in such event 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 sucessor
Trustee, as the case may be), then in such event, the
beneficiary perpetrating the act shall not be entitled to

[page 34]
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 success 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 ELEVEN
hereof.

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

[page 35]
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 Trustee, the Trustee
shall, not less frequently than semi-annually, provide to
Trustor a full and complete accounting respecting the
state of affairs of the Trust. Moreover the books and
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, accounants or agents.
        No bond or other security shall be required of
any person named as a Trustee in this Trust.
        No successor Trustee shall be liable or
responsible 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 defaults 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, no shall
they be deemed to include, the right to accept service of
process, subpoena, or other legal notice of pending
criminal or civil action on behalf of Trustor.
        B. _Succession of Trustees._ Subject to the

[page 36]
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._ T<b>he
Trust Protectors shall be STEPHEN A. LENSKE, Esq,.
SHERMAN D. LENSKE, Esq. and LAWRENCE E. HELLER, Esq..
Should any Trust Protector decline or be unable to act as
a Trust 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 Protectors
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

[page 37]
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 delievered 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 Trustee shall forthwith transfer all trust
assets in his or her possession to the successor
Trustee.
        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.
        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, postage
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 such notice. The affidavit of the

[page 38]
Trustee as to the date of mailing of such notice shall be
conclusive evidence of its mailing and of the date of such
[some kind of vertical line across the page at this point]

        E. _Trustor's 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, to the
CHURCH OF SPIRITUAL TECHNOLOGY, the Trustee shall be
entitled to an annual fee not exceeding the sum of
[handwritten: $50,000.00]
        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 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. _Termination 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 to 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

[page 39]
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 otherwise 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 conservator of the
estate or of the person of such beneficiary.
        EXECUTED at [LOS ANGELES CALIF] on
        [JANUARY 21ST], 1986

        TRUSTEE:
        [Signature]
        NORMAN F. STARKEY
        I certify that I have read the foregoing
instrument and that it correctly states the terms and
conditions under with the Trust Estate is to be held,
managed and disposed of by the Trustee. I approve the
instrument in all particularys and request that the Trustee
execute it
        DATED [23 Jan], 1986
        [Signature]
        L. RON HUBBARD

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