PART II – DISPOSITION OF ESTATE

6. I give and appoint all of the residue of my property together with any property over which I may have a general power of appointment, to my Trustees upon the following trusts:

Domestic Articles

(a) To deliver to my spouse, if she survives me by thirty (30) days, all articles of personal, domestic and household use or ornament belonging to me at the time of my death, including all automobiles and accessories thereto then owned by me, for her own use absolutely.

Residence

(b) To transfer and deliver to my spouse whatever real property I may own and be using as a residence at the time of my death if she survives me by thirty (30) days.

Bequest of Shares

(c) Subject to the directions provided in paragraph 6(e) below, to transfer to my spouse if my spouse survives me by thirty (30) days, all of my shares in DOE ENTERPRISES LTD. If at my death the said shares as the result of any stock dividends, stock split, amalgamation, reconstruction or rearrangement of capital of the said company or the sale of its undertaking to any other company shall be represented by a different capital holding either in the said company or in any other company, then the said bequest shall take effect as if the capital holding which is the result of such stock split, amalgamation, reconstruction, rearrangement or sale took the place of such shares.

NOTE:

This paragraph provides for the transfer of shares but it should also be read in light of paragraph 7(a) making reference to the Capital Gains deduction for qualified small business corporation shares.

Specific Bequests

(d) To transfer those items listed on a list attached to this my Will to the persons so designated, for their own use absolutely.

Distribution of Residue to Spouse

(e) To pay and transfer the residue of my estate together with any property over which I may have general power of appointment, to my spouse for her own use absolutely, should she survive me by thirty (30) days. I direct, however, that my Trustees may, prior to transfer of the said residue, elect under Section 70(6.2) of the Income Tax Act, as amended from time to time, to have Section 70(5) of the said Act apply selectively to any of the assets in the residue so as to cancel the deferral of the capital gains to which the selected assets may be entitled under Section 70(6) of the said Act, and allow my Trustees to make best use of any deductions or lifetime capital gains exemptions to which I may be entitled upon my death. It is my intent that my Trustees make use of the foregoing rules to step up the adjusted cost base of the selected assets to the extent allowed by the deductions or exemptions prior to the transfer of the said assets to my spouse. I direct in any event that the transfer of the said assets take place within thirty six (36) months of my death. If my spouse fails to survive me by thirty (30) days, I direct my Trustees to hold the residue upon the trusts as hereinafter provided in clause 6(f).

Trusts for Children

(f) Should my spouse predecease me or fail to survive me by thirty (30) days, and should I die leaving children surviving me by thirty (30) days, to divide the residue of my estate into as many equal parts as there shall be children of mine alive and to transfer one half (½) of one such part to each of my children for his or her own use, upon him or her achieving the age of 21 years. I then direct my Trustees to invest the remaining one half of each said part until my said child achieves the age of 25 years, then to pay and transfer the said part together with any interest accrued thereon to my said child, absolutely. Notwithstanding the foregoing, I direct that my Trustees may advance to my said children any portion of the capital, or interest, or a combination thereof at any time that my Trustee deems advisable for the care, maintenance, education and support of each said child prior to their achieving the age of 25 years. If any child of mine should have predeceased me or die before receiving his or her entire part of my estate, leaving children of him or her surviving, I direct that the children of that child take the part that the parent (my child) would have had, to share and share alike.

Insurance

(g) In the event that any person named by me as a beneficiary in any insurance policy on my life should predecease me or die in circumstances in which it is impossible to determine which of us died first, I direct that the following declaration be deemed to be a revocable declaration under Section 259 of the Insurance Act of Alberta, R.S.A. 1980, c. 1-5 and amendments thereto:

I direct and declare that all proceeds of any life insurance on my life are to be paid to my Trustees as my personal representatives to be used to fund a simple trust over which my Trustees shall have authority separate and apart from their duties as Trustees under this my Will and the funds in the said trust shall be held separate and apart from my estate. I direct that my Trustees then pay the balance of the funds held in the said trust to my spouse if she survives me for thirty (30) days. Should my spouse predecease me or fail to survive me by thirty (30) days, and should I die leaving children surviving me by thirty (30) days, I direct that the said funds be divided into as many shares as there shall be children surviving me by thirty (30) days, and I authorize my Trustees to pay over the said funds to each child, subject to the terms of paragraph 7 (b) below. If any child of mine should predecease me or fail to survive me by thirty (30) days, leaving children him or her surviving, I direct that those children take equally what my child would have received. If any child of mine should predecease me or fail to survive me by thirty (30) days, leaving no children him or her surviving, I direct that his or her share be added to the shares of my remaining children who have survived me by thirty (30) days, equally. If no spouse, children, or grandchildren survive me by thirty (30) days, I direct my Trustees to divide the said funds into two parts and to transfer one such part to my nearest next of kin equally and the other such part to my spouse’s nearest next of kin, equally.

Extreme Contingency

(h) Should I die leaving no spouse and children surviving me by thirty (30) days or if all children or their children who survive me by thirty (30) days die before their interest in my estate becomes fully vested, to divide my estate or the amount remaining into three equal shares and to pay and transfer the same as follows:
(i) To MATILDA DOE, one (1) share;

(ii) To MARTHA DOE, one (1) share;

(iii) To GEORGE DOE, one (1) share;

Family Law (Ontario)

(i) I EXPRESSLY DECLARE that to the extent permitted by the relevant law:
A. all right, title, or interest of any beneficiary under this my Will or any Codicil hereto in or to income or capital (including any income and capital gains derived therefrom), property into which such right, title or interest can be traced and the value of such right, title or interest and such property:
1. shall be the private and separate property of such beneficiary;
2. shall not form part of, and shall be excluded from, any community of property, partnership of acquests, family assets or net family property;
3. shall not be subject to any other matrimonial rights of the spouse or consort of such beneficiary; and
4. shall not be available to satisfy the debts and obligations of any such spouse, consort or community of property; and
B. the value of all income from property passing to a beneficiary and of all income into which such property can be traced, shall be excluded from such beneficiary’s net family property within the meaning of the Family Law Act, 1986 of Ontario as amended from time to time (to the extent permitted by such Act).

PART III – ADMINISTRATION OF ESTATE

Realization

(a) Subject to my express direction to the contrary, I direct my Trustees to use their discretion in the realization of my estate, with power to my Trustees to sell, call in and convert into money, at such time or times, in such manner and upon such terms, and either for cash or credit or for part cash and part credit as my Trustees may in their uncontrolled discretion decide upon, or to postpone such conversion of my estate or any part or parts thereof for such length of time as they may think best, and I hereby declare that my Trustees shall have a separate and substantive power to retain any of my investments or assets in the form existing at the date of my death at their absolute discretion without the responsibility for loss. I expressly direct that the duty to convert and realize my estate shall not be paramount but equal to the power to postpone or retain provided for herein. With respect to the transfer of any shares pursuant to the terms of this my Will, it is my intent that my Trustees make the best use of the Capital Gains deductions for qualified small business corporations shares as provided for in Section 110.6(2.1) of the Income Tax Act or alternatively that the reserve provision under Section 20 (1)(n) of the said Act be applied so as to minimize the taxes otherwise payable.

Young Beneficiaries

(b) I direct that unless otherwise provided for in this my Will, my Trustees are to hold the share of any beneficiary under the age of 25 years until such time as the said beneficiary achieves the age of 25. I direct however, that my Trustees may advance any portion of the capital or interest accrued for the care, maintenance, education or support of the said beneficiary until he or she achieves the said age. I also direct that my Trustees may make a payment directly to a parent or guardian of such beneficiary of any income or capital or both that are to be used for a beneficiary, and a receipt for payment discharges my Trustees of their obligation insofar as such payment is made.

Beneficiaries Not Located

(c) Notwithstanding any provision of any law to the contrary, if any beneficiary under this my Will cannot be found within two (2) years of the date of my death, provided publicity by advertising at least twice is placed in one newspaper circulated in the Judicial District in which my Estate is located, I direct that such beneficiary then be considered to have predeceased me and his benefit shall be dealt with accordingly.

Distribution in Kind

(d) To make any division of my estate or set aside or pay any share or interest in it, either wholly or in part, and my Trustee shall determine the value of my estate or any part of it for the purpose of making such division, setting aside or payment and their determination shall be binding upon all persons concerned notwithstanding that any of my Trustees may be personally interested in such division.

Borrowing

(e) To raise money on the credit of my estate, either without security or by mortgage or charge on any part of my estate.

Settling Claims

(f) Without the consent of any person interested under this my Will to compromise, settle or waive any claim or claims at any time due to or by my estate.

Making Agreement

(g) Without consent of any person interested under this my Will to make any agreement with any other person or corporation which shall be binding upon my estate.

Renewal of Security

(h) To continue to renew any bills, notes, guarantees or other securities or contracts relating to them, but only for the purpose of facilitating an orderly liquidation of those obligations.

Investment Powers

(i) To invest, and from time to time reinvest, assets of my estate in securities and investments inside or outside Canada, without being limited to those investments to which Trustees are otherwise restricted by law.

Real Property

(j) To sell, mortgage, lease without being limited as to term, exchange, give options on or otherwise dispose of or deal with any real estate held by my Trustees and to repair, alter, improve, add to or remove any buildings thereon, and generally to manage such real or leasehold property, including, if my trustees consider it advisable, the employment of a professional property management company.
(k) To make expenditures for the purpose of repairing, improving and rebuilding any property.

Corporate Assets

(l) To act for, initiate, vote and represent my estate as a shareholder in any company in which my estate may hold shares in any way whatsoever whether to obtain authority to increase or reduce the capital or to obtain increased powers or the initiation or agreement to any proposed liquidation, amalgamation, reconstruction or reorganization of any such company or in any other way howsoever, and generally to deal with any and all shares and bonds belonging to my estate in the fullest and most unrestricted manner without any responsibility on the part of my Trustee other than that imposed by law and any of my Trustees may act as an employee or officer of any such company and receive remuneration therefor.

Businesses

(m) To carry on any business to the full extent permitted by law, including all limited liability corporations controlled by me, and any partnerships or proprietorships carried on by me at the time of my death, during such period or periods as my Trustees shall think fit and, in case of partnerships, to enter into such agreement or agreements with the surviving partner or partners as my Trustees may consider desirable to more effectually carry out the intent and purpose of this authorization. I hereby empower my Trustees to retain and employ the capital which shall be employed therein at my death and to advance from time to time from my property such additional capital as may seem fit in my Trustees’ direction with power to employ at such salaries as may be deemed advisable, managers of the said businesses and generally to act in all matters relating to the said businesses as if they were beneficially entitled thereto in cases of partnerships or proprietorships and in cases of limited liability corporations as if they were the beneficial owner of the controlling shares of such corporations, with power to delegate all or any of the powers vested in them in relation to the said businesses to any person or persons they may consider fit; and my Trustees shall be free from all responsibility and fully indemnified out of my estate in respect of any loss arising in carrying on any such business and I direct my Trustees, notwithstanding that they may be individually or collectively interested in any of the above stated businesses, are to be empowered to exercise the authorizations contained in this paragraph in respect thereto to the fullest extent.

Employment of Agents

(n) Instead of acting personally, to employ and pay any other person or persons, including a body corporate, to transact any business or to do any act of any nature in relation to this my Will and the trust hereof, including the receipt and payment of money, without being liable for any loss incurred thereby. And I hereby authorize and empower my Trustees to appoint from time to time upon such terms as they may think fit any person or persons, including a body corporate, for the purpose of exercising any of the trusts or powers herein expressly or impliedly given to my Trustees with respect to any property belonging to me.
(o) To employ a body corporate as a custodian of all or any part of my estate and to transfer or assign all or any part of my estate to such custodian upon such terms and conditions as my Trustees may determine and such custodian may be one of my Trustees.
(p) To employ and pay for such professional, expert, specialized or other assistance as the Trustees may deem requisite in the discharge of their duties as Trustees and to pay professional fees to my Trustees where my Trustees provide such assistance and to act on the opinion or advice of or information obtained from any barrister, solicitor, accountant, financial advisor, tax specialist, valuator, surveyor, broker, auctioneer, or from other experts and professional persons.

Apportionment of Assets

(q) To determine in all cases of doubt whether any monies coming into their hands or any expenditures made by them are capital or income and to apportion blended funds and every such determination or apportionment shall be final and binding on all persons beneficially interested under this my Will.

Discretionary Powers Under Income Tax Act

(r) I declare that my Trustees shall have absolute discretion from time to time and at any time or times to make or not to make any election, determination or designation pursuant to any taxing statute, including the Income Tax Act which may be deemed to be in the best interest of my estate and the beneficiaries thereunder and, without limiting the generality of the foregoing, I declare specifically that my Trustees have the following powers:
(i) To fix the value of my estate or any part thereof for the purpose of making any division, setting aside or payments of any shares or interest therein and to make such division or setting aside or payment either wholly or in part in the assets forming my estate at the time of such division, setting aside or payment on the basis of such value, with no duty whatsoever to give each beneficiary a proportional share of any individual asset or investment holding.
(ii) To allocate capital gains whether actual or deemed to a beneficiary or beneficiaries, with or without effecting a distribution of any asset or assets.
(iii) To allocate capital cost allowance, recapture of capital cost allowance, depletion allowance or dividends to any beneficiary.
(iv) To either distribute capital property to any beneficiary or terminate any trust established under this my Will and to distribute to the beneficiaries thereof the trust property prior to the twenty one (21) year deemed realization period under the Income Tax Act.
(v) To allocate as between any beneficiaries of my estate the incidence of any tax credit or allowance.
(vi) To advance sufficient income or capital to any beneficiary to assist that person to pay any tax which may be payable by such beneficiary as a result of my Trustees exercising their discretion as aforesaid.
(vii) To jointly elect with my spouse for the transfer to my spouse of any property which is a right to receive any amount.
(viii) To jointly elect with any beneficiary who is a preferred beneficiary pursuant to the Income Tax Act for the allocation to such beneficiary of any allowable part of the accumulating income of my estate for the inclusion thereof in the income of such beneficiary.
(ix) To elect that the general rules applicable to property owned by me at the time of my death apply to any property which my Trustees may designate, notwithstanding that such property may be eligible to transfer to my spouse or a qualifying trust on a tax deferred basis, in order to make best use of any deductions or lifetime capital gains exemption to which I may be entitled on my death.
(x) I direct that wherever appropriate, my Trustees, in computing my income for the year of my death, may within 90 days of any notice of assessment for the year of death or within one year after my death, elect to file a separate return for the value of rights or things, including interest, rent, royalty, annuity, remuneration from office or employment, or other amounts on a periodic basis that were accruing but were not due at the time of my death, in order that personal tax credits may be claimed a second time with respect to income arising from the notional realization of rights or things. I also direct that my Trustees may, before the time for making an election to file a separate return has expired, transfer or distribute the right or thing to any of my beneficiaries, as part of his or her inheritance, and the amount received by the beneficiary upon realization or disposition of the right or thing shall be included by the beneficiary in the computation of his or her income for the taxation year it was received pursuant to Section 70 (3) of the Income Tax Act.

Provided that the exercise by my Trustees of such discretion shall be binding upon all beneficiaries of my estate not withstanding that an advantage may be conferred upon any beneficiary at the expense of any other beneficiary and not withstanding that the exercise of such discretion may result in an even hand not being maintained among the beneficiaries of my estate.

PART IV – MISCELLANEOUS PROVISIONS

Breach of Trust

8. I declare that no Trustee of this my Will shall be liable for any loss not attributable to his own dishonesty, or to the wilful commission by him of any act known by him to be a breach of trust. In the event that I should have more than one (1) Trustee at any time, no Trustee shall be bound to take any proceedings against a Co-Trustee for any breach or alleged breach of trust committed by such Co-Trustee.

Purchase of Assets by Trustees

9. I authorize any of my Trustees related to me by blood or marriage to purchase any part or parts of my estate, real or personal, by public auction or by private contract, provided that, in the latter case, if I have more than one (1) Trustee, the sale shall be conducted by my other Trustee and shall be at such place and subject to such terms and conditions and either for cash or credit or part cash and part credit as such other Trustee shall consider fair and reasonable.

Provisions Against Ademption by Advancement

10. I further direct that no child or relation of mine taking any share or interest or otherwise benefiting under this my Will shall be liable to bring into account any sum or sums of money or the value of any property or interest which I have already paid or transferred to or settled on such person or which I may hereafter pay or transfer to or settle upon such person.

Income for Estate

11. Subject to terms of this my Will, I direct that, as from the date of my death, all income of my estate shall be treated and applied as income of the residue of my estate from whatever sources or class of investment or property it shall arise and even if the property in respect of which the income arises is sold for the payment of debts, taxes, succession duties or legacies or any other purpose and that no property not producing income shall be treated as producing income.

Dower

12. I declare that the provisions herein made for my spouse are intended by me and shall be accepted by her in lieu of dower.

NOTE:

This provision for dower is applicable in Alberta, but not necessarily applicable in other provinces.

PART V – GUARDIANSHIP

13. On the death or refusal or inability of my said spouse to act as guardian of my infant children I appoint MARK SMITH and JANE SMITH to be the guardians of my infant children.

14. I direct my Trustee to pay to or for the guardian of my infant children such amount or amounts as my guardian may from time to time require for the maintenance of a home for my children and to pay the cost of clothing, feeding and educating my children, it being my wish that the resources of my estate be made available to my guardian so that there is no financial or physical burden placed upon my guardian by reason of his undertaking to look after my children.

IN TESTIMONY WHEREOF I, JOHN DOE, have subscribed my name to this Will on the_____ day of_________________________________ , A.D. 2003, and have initialled the previous ____________pages of this my Will.

SIGNED by said JOHN DOE

in our presence and attested by
us in his presence and in the
presence of each other

_______________________________________________
JOHN DOE

_______________________________________________
Signature of Witness

_______________________________________________
Printed name of Witness

_______________________________________________
Signature of Witness

_______________________________________________
Printed name of Witness