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EXHIBIT 10.45

              TRUST AGREEMENT FOR THE HEMAGEN STOCK OWNERSHIP PLAN

                                 TRUST AGREEMENT

                                     BETWEEN

                            HEMAGEN DIAGNOSTICS, INC.

                                       AND

                      WILLIAM P. HALES AND DEBORAH F. RICCI

                                     FOR THE

                            HEMAGEN DIAGNOSTICS, INC.

                       EMPLOYEE STOCK OWNERSHIP PLAN TRUST

                                       4

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                                Table of Contents

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                                                                                  Page
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SECTION 1. CREATION OF TRUST........................................................2

SECTION 2. INVESTMENT OF TRUST FUND AND ADMINISTRATIVE POWERS OF THE TRUSTEES.......2

SECTION 3. COMPENSATION AND INDEMNIFICATION OF TRUSTEESS AND PAYMENT OF EXPENSES
           AND TAXES................................................................6

SECTION 4. RECORDS AND VALUATION....................................................7

SECTION 5. CHANGE OF TRUSTEES.......................................................7

SECTION 6. MISCELLANEOUS............................................................7
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                                        i
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      This TRUST AGREEMENT dated as of October 1, 2003 between HEMAGEN
      DIAGNOSTICS, INC. (hereinafter called the "Company"), and WILLIAM P. HALES
      and DEBORAH F. RICCI (hereinafter called the "Trustees").

                                WITNESSETH THAT:

      WHEREAS, effective October 1, 2003, the Company approved and adopted an
      employee stock ownership plan for the benefit of its employees
      (hereinafter called the "Plan"); and

      WHEREAS, the Company has authorized the execution of this Trust Agreement
      and has appointed William P. Hales and Deborah F. Ricci as Trustees of the
      Trust Fund created pursuant to the Plan; and

      WHEREAS, William P. Hales and Deborah F. Ricci have agreed to act as
      Trustees and to hold and administer the assets of the Plan in accordance
      with the terms of this Trust Agreement;

      NOW, THEREFORE, the Company and the Trustees agree as follows:

Section 1 Creation of Trust.

      1.1 Trustees. William P. Hales and Deborah F. Ricci shall be Trustees of
      the Trust Fund created in accordance with and in furtherance of the Plan,
      and shall serve as Trustees until their removal or resignation in
      accordance with Section 5.

      1.2 Trust Fund. The Trustees hereby agree to accept contributions from the
      Employer as defined in the Hemagen Diagnostics, Inc. Employee Stock
      Ownership Plan. All such property and contributions, together with income
      thereon and increments thereto, shall constitute the "Trust Fund" to be
      held in accordance with the terms of the Trust Agreement.

      1.3 Incorporation of Plan. An instrument entitled "Hemagen Diagnostics,
      Inc. Employee Stock Ownership Plan" is incorporated herein by reference,
      and this Trust Agreement shall be interpreted consistently with that Plan.
      All words and phrases defined in that Plan shall have the same meaning
      when used in this Trust Agreement.

      1.4 Name. The name of this trust shall be "Hemagen Diagnostics, Inc.
      Employee Stock Ownership Plan Trust."

      1.5 Nondiversion of Assets. In no event shall any part of the corpus or
      income of the Trust Fund be used for, or diverted to, purposes other than
      for the exclusive benefit of the Participants and their Beneficiaries
      prior to the satisfaction of all liabilities under the Plan, except to the
      extent that assets may be returned to the Employer in accordance with the
      Plan where the Plan fails to qualify initially under Section 401(a) of the
      Code, or where they are attributable to contributions made by mistake of
      fact or conditioned upon their deductibility.

Section 2. Investment of Trust Fund and Administrative Powers of the Trustees.

      2.1 Stock and Other Investments. The basic investment policy of the Plan
      shall be to invest primarily in Stock of the Employer for the exclusive
      benefit of the Participants and their Beneficiaries. The Trustees shall
      have full and complete investment authority and responsibility with
      respect to the purchase, retention, sale, exchange, and pledge of Stock
      and the payment of Stock Obligations, if any, in accordance with the
      instructions from the Plan Administrator or the Compensation Committee of
      the Board of Directors. The Trustees shall invest, or keep invested, all
      or a portion of the Trust Fund in Stock, and shall pay Stock Obligations,
      if any, out of assets of the Trust Fund as instructed from time to time by
      the Compensation Committee of the Board of Directors of the Company. The
      Trustees shall invest any balance of the Trust Fund (the "Investment
      Fund") in such other property as the Trustees, in their sole discretion,
      shall deem advisable, subject to any delegation of such investment
      responsibility pursuant to Section 2.2.

      In connection with the acquisition of Stock, the Trustees may purchase
      newly issued or outstanding Stock

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      from an Employer or any other holders of Stock, including Participants,
      Beneficiaries, and Plan fiduciaries. All purchases and sales of Stock
      shall be made by the Trustees at fair market value in good faith and in
      accordance with any applicable requirement under ERISA. Such purchases may
      be made with assets of the Trust Fund, with funds borrowed for this
      purpose (with or without guarantees of repayment to the lender by an
      Employer), or by any combination of the foregoing.

      Notwithstanding any other provision of this Trust Agreement or the Plan,
      the Trustees shall not make any purchase, sale, exchange, investment,
      pledge, valuation, or loan, or take any other action involving those
      assets for which they are responsible which (i) is inconsistent with the
      policy of the Plan and Trust, (ii) is inconsistent with the prudence and
      diversification requirements set forth in Sections 404(a)(1)(B) and (C) of
      ERISA (to the extent such requirements apply to an employee stock
      ownership plan and trust), (iii) is prohibited by Section 406 or 407 of
      ERISA, or (iv) would impair the qualification of the Plan or the exemption
      of the Trust under Sections 401 and 501 of the Code.

      2.2 Delegation of Investment Responsibility. The Trustees may segregate
      any portion or all of the Investment Fund into one or more separate
      accounts for each of which full investment responsibility will be
      delegated to an investment manager appointed in such notice pursuant to
      Section 402(c)(3) of ERISA (hereinafter a "Manager"). For any separate
      account where the Trustees are to maintain custody of the assets, the
      Trustees and the Manager shall agree upon procedures for the transmittal
      of investment instructions from the Manager to the Trustees, and the
      Trustees may provide the Manager with such documents as may be necessary
      to authorize the Manager to effect transactions directly on behalf of the
      segregated account.

      Further, the Trustees may segregate any portion or all of the Investment
      Fund into one or more separate accounts for each of which full investment
      responsibility will be delegated to an insurance company through one or
      more group annuity contracts, deposit administration contracts, or similar
      contracts, which may provide for investments in any commingled separate
      accounts established under such contracts. An insurance company shall be a
      Manager with respect to any amounts held under such a contract except to
      the extent the insurer's assets are not deemed assets of the Plan and
      Trust Fund pursuant to Section 401(b)(2) of ERISA. The allocation of
      amounts held under such a contract among the insurer's general account and
      one or more individual or commingled separate accounts shall be determined
      by the Company except as otherwise agreed by the Company and the insurer.

      Any Manager shall have all of the powers given to the Trustees pursuant to
      Section 2.3 with respect to the portion of the Trust Fund committed to its
      investment discretion and control. The Trustees shall be responsible for
      the safekeeping of any assets which remain in their custody.

      2.3 Trustees Powers. In addition to and not by way of limitation upon the
      fiduciary powers granted to them by law, the Trustees shall have the
      following specific powers, subject to the limitations set forth in Section
      2.1:

            2.3.1 to receive, hold, manage, invest and reinvest the money or
other property which constitutes the Trust Fund, without distinction between
principal and income;

            2.3.2 to hold funds uninvested temporarily without liability for
interest thereon, and to deposit funds in one or more savings or similar
accounts with any banks and savings and loan associations which are insured by
an instrumentality of the federal government;

            2.3.3 to invest or reinvest the whole or any portion of the money or
other property which constitutes the Trust Fund in such common or preferred
stocks, investment trust shares, mutual funds, commingled trust funds,
partnership interests, bonds, notes, or other evidences of indebtedness, and
real and personal property as the Trustees in their absolute judgment and
discretion may deem to be for the best interests of the Trust Fund, regardless
of nondiversification to the extent that such nondiversification is clearly
prudent, and regardless of whether any such investment or property is authorized
by law regarding the investment of trust funds, of a wasting asset nature,
temporarily nonincome producing, or within or without the United States;


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            2.3.4 to invest in common and preferred stocks, bonds, notes, or
other obligations of any corporation or business enterprise in which an Employer
or its owners may own an interest;

            2.3.5 to exchange any investment or property, real or personal, for
other investments or properties at such time and upon such terms as the Trustees
shall deem proper;

            2.3.6 to sell, transfer, convey or otherwise dispose of any
investment or property, real or personal, for cash or on credit, in such manner
and upon such terms and conditions as the Trustees shall deem advisable, and no
person dealing with the Trustees shall be under any duty to inquire as to the
validity, expediency, or propriety of any such sale or as to the application of
the purchase money paid to the Trustees;

            2.3.7 to hold any investment or property in the name of the
Trustees, with or without the designation of any fiduciary capacity, or in name
of a nominee, or unregistered, or in such other form that title may pass by
delivery; provided, however, that the Trustees' records always show that such
investment or property belongs to the Trust Fund and the Trustees shall not be
relieved hereby of their responsibility to maintain safe custody of the Trust
Fund;

            2.3.8 to organize one or more corporations to hold, manage, or
liquidate any property, including real estate, owned or acquired by the Trust
Fund if in the sole discretion of the Trustees the organization of such
corporation or corporations is for the best interest of the Trust;

            2.3.9 to extend the time for payment of, to modify, to renew, or to
release security from any mortgage, note or other evidence of indebtedness, or
to take advantage of or waive any default; to foreclose mortgages and bid in
property under foreclosure or to take title to property by conveyance in lieu of
foreclosure, either with or without the payment of additional consideration;

            2.3.10 to vote in person or by proxy all stocks and other securities
having voting privileges; to exercise or refrain from exercising any option or
privilege with respect to stocks and other securities, including any right or
privilege to subscribe for or otherwise to acquire stocks and other securities;
or to sell any such right or privilege; to assent to and join in any plan of
refinance, merger, consolidation, reorganization or liquidation of any
corporation or other enterprise in which this Trust may have an interest, to
deposit stocks and other securities with any committee formed to effectuate the
same, to pay any expense incidental thereto, to exchange stocks and other
securities for those which may be issued pursuant to any such plan, and to
retain as an investment the stocks and other securities received by the
Trustees; and to deposit any investment in a voting trust; notwithstanding the
preceding, Participants and Beneficiaries shall be entitled to direct the manner
in which Stock allocated to their respective accounts are to be voted on all
matters. All Stock which has been allocated to Participant's accounts for which
the Trustees have received no written direction and all unallocated Employer
securities will be voted by the Trustees in a manner determined by the Trustees
to be solely in the interests of the Participants and Beneficiaries. Whenever
such voting rights are to be exercised, the Employer and the Trustees shall see
that all Participants and Beneficiaries are provided with adequate opportunity
to deliver their instructions to the Trustees regarding voting of Stock
allocated to their accounts. The instructions of the Participants and
Beneficiaries with respect to the voting of allocated shares hereunder shall be
confidential;

            2.3.11 to abandon any property, real or personal, which the Trustees
shall consider to be worthless or not of sufficient value to warrant its keeping
or protecting; to abstain from the payment of taxes, water rents, assessments,
repairs, maintenance, and upkeep of any such property; to permit any such
property to be lost by tax sale or other proceedings, and to convey any such
property for a nominal consideration or without consideration;

            2.3.12 to borrow money from an Employer or from others and to enter
into installment contracts, for the purchase of Stock upon such terms and
conditions and at such reasonable rates of interest as the Trustees may deem to
be advisable, to issue promissory notes as Trustees to evidence such debt, to
secure the payment of such notes by pledging any property of the Trust Fund, and
to authorize the holders of any such notes to pledge them to secure obligations
of the holders and in connection therewith to repledge any

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assets of the Trust as security therefor; provided that, with respect to any
extension of credit to the Trust involving, as a lender or guarantor, an
Employer or another "disqualified person" within the meaning of Section
4975(e)(2) of the Code as follows:

            (a) each loan or installment contract is primarily for the benefit
of Participants and Beneficiaries of the Plan;

            (b) any interest on a loan or installment contract does not exceed a
reasonable rate;

            (C) the proceeds of any loan shall be used only to acquire Stock, to
repay the loan, or to repay a previous loan meeting these conditions, and the
subject of any installment contract shall be only the Trust's purchase of Stock;

            (d) any collateral pledged to a creditor by the Trustees shall
consist only of the assets purchased with borrowed funds or received in
accordance with an installment contract and the creditor shall have no recourse
against the Trust Fund except with respect to the collateral (although the
creditor may have recourse against an Employer as guarantor);

            (e) payments with respect to a loan or installment contract shall be
made only from those amounts contributed by the Employer to the Trust Fund, from
amounts earned on such contributions, and from cash dividends received on
unallocated Stock held by the Trust as collateral for such an obligation; and

            (f) upon the payment of any portion of balance due on a loan or upon
any installment payment, a proportionate part of any assets originally pledged
as collateral for such indebtedness shall be released from encumbrance in
accordance with Section 10.1 of the Plan;

            2.3.13 to manage and operate any real property which shall at any
time constitute an asset of the Trust Fund; to make repairs, alterations, and
improvements thereto; to insure such property against loss by fire or other
casualty; to lease or grant options for the sale of such property, which lease
or option may be for a period of time which may extend beyond the life of this
Trust; and to take any other action or enter into any other contract respecting
such property which is consistent with the best interests of the Trust;

            2.3.14 to pay any and all reasonable and normal expenses incurred in
connection with the exercise of any power, right, authority or discretion
granted herein, and, upon prior notice to the Company, to employ and compensate
agents, investment counsel, custodians, actuaries, attorneys, and accountants in
such connection;

            2.3.15 to employ and consult with any legal counsel, who also may be
counsel to an Employer or the Plan Administrator, with respect to the meaning or
construction of this Trust Agreement, the extent of the Trustees' obligations
and duties hereunder, and whether the Trustees should take or decline to take a
particular action hereunder, and the Trustees shall be fully protected with
respect to any action taken or omitted by them in good faith pursuant to such
advice;

            2.3.16 to defend any action or proceeding instituted against the
Trust Fund, to institute any action on behalf of the Trust Fund, and to
compromise or submit to arbitration any dispute concerning the Trust Fund;

            2.3.17 to make, execute, acknowledge and deliver any and all
documents of transfer and conveyance and any and all other instruments that may
be necessary or appropriate to carry out the powers herein granted;

            2.3.18 to commingle the Trust Fund created pursuant hereto, in whole
or in part, in a single trust with all or any portion of any other trust fund,
assigning an undivided interest to each such commingled trust fund, provided
that such commingled trust is itself exempt from taxation pursuant to Section
501(a) of the Code, or its successor Section; and provided further that the
trust agreement governing such commingled trust shall be deemed incorporated by
reference in the Plan;


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            2.3.19 where two or more trusts governed by this Trust Agreement
have an undivided interest in any property, to credit the income from such
property to such trusts in proportion to their undivided interests, and when non
pro rata distributions of property or money are made from such trusts, to make
appropriate adjustments to the undivided fractional interests of such trusts;

            2.3.20 to invest all or any portion of the Trust Fund in one or more
group annuity contracts, deposit administration contracts, and other such
contracts with insurance companies, including any commingled separate accounts
established under such contracts;

            2.3.21 generally, with respect to all cash, stocks and other
securities, and property, both real and personal, received or held in the Trust
Fund by the Trustees, to exercise all the same rights and powers as are or may
be lawfully exercised by persons owning cash, or stocks and other securities, or
such property in their own right; and to do all other acts, whether or not
expressly authorized, which they may deem necessary or proper for the protection
of the Trust Fund; and

            2.3.22 whenever more than two persons shall qualify to act as
co-Trustees, to exercise and perform every power (including discretionary
powers), authority or duty by the concurrence of a majority of them the same
effect as if all had joined therein, except that the unanimous vote of such
persons shall be necessary to determine the number (one or more) and identity of
persons who may sign checks, make withdrawals from financial institutions, have
access to safe deposit boxes, or direct the sale of trust assets and the
disposition of the proceeds.

      Section 3. Compensation and Indemnification of Trustees and Payment of
      Expenses and Taxes.

      3.1 Fees and Expenses from Fund. As long as the Trustees are also
      employees of the Company, no fees shall be paid to the Trustees. In the
      event a corporate Trustee is appointed pursuant to Section 6, the Trustees
      shall be paid fees in accordance with the Trustees' fee schedule as in
      effect from time to time in consideration for rendering services pursuant
      to this Trust Agreement. Fee changes resulting in fee increases shall be
      effective upon not less than 30 days' notice to the Company. The Trustees
      shall be reimbursed for any reasonable expenses, including reasonable
      attorneys' fees, incurred in the administration of the Trust created
      hereby. Fees and expenses shall be allocated to Participant Accounts, if
      any, unless paid directly by the Employer. All compensation and expenses
      of the Trustees shall be paid out of the Trust Fund or by the Employer as
      specified in the Plan. If and to the extent the Trust Fund shall not be
      sufficient, such compensation and expenses shall be paid by the Employer
      upon demand.

      3.2 Indemnification. Notwithstanding any other provision of this Trust
      Agreement, any individual designated as Trustees hereunder shall be
      indemnified and held harmless by the Employer to the fullest extent
      permitted by law against any and all costs, damages, expenses and
      liabilities including, but not limited to attorneys' fees and
      disbursements reasonably incurred by or imposed upon such individual in
      connection with any claim made against the individual or in which the
      individual may be involved by reason of being, or having been, a Trustee
      hereunder, to the extent such amounts are not satisfied by insurance
      maintained by the Employer, except liability which is adjudicated to have
      resulted from the gross negligence or willful misconduct of the Trustees
      by reason of any action so taken. Further, any corporate Trustee and its
      officers, directors and agents may be indemnified and held harmless by the
      Employer to the fullest extent permitted by law against any and all costs,
      damages, expenses and liabilities including, but not limited to attorneys'
      fees and disbursements reasonably incurred by or imposed upon such persons
      and/or corporation in connection with any claim made against it or them or
      in which it or them may be involved by reason of its being, or having
      been, a Trustee hereunder as may be agreed between the Employer and such
      Trustee, except liability which is adjudicated to have resulted from the
      gross negligence or willful misconduct of the Trustees by reason of any
      action so taken.

      3.3 Expenses. All expenses of administering this Trust and the Plan
      incurred by the Trustees shall be paid by the Trustees from the Trust Fund
      to the extent such expenses shall not have been assumed by the Employer.

      3.4 Taxes. All taxes of any kind that may be levied or assessed upon the
      Trust Fund, its income or

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      assets, shall be paid from the Trust Fund, but the Trustees shall not be
      obliged to pay such tax so long as they shall contest the validity of such
      levy or assessment upon the advice of counsel.

Section 4. RECORDS AND VALUATION.

      4.1 Records. The Trustees, and any investment manager appointed pursuant
      to Section 2.2, shall maintain accurate and detailed records and accounts
      of all investments, receipts, disbursements and other transactions made by
      them with respect to the Trust Fund, and all accounts, books and records
      relating thereto shall be open at all reasonable time to inspection and
      audit by the Employer.

      4.2 Valuation. From time to time, but at least annually as of the last day
      of each Plan Year, the Trustees shall prepare a balance sheet of the
      Investment Fund in accordance with Section 7.2 of the Plan and shall
      deliver copies of the balance sheet to the Employer.

Section 5. CHANGE OF TRUSTEES.

      The Company may at any time remove any person or entity serving as a
      Trustee hereunder by giving to such person or entity written notice of
      removal and, if applicable, the name and address of the successor Trustee.
      Any person or entity serving as a Trustee hereunder may resign at any time
      by giving written notice to the Company. Any such removal or resignation
      shall take effect within 30 days after notice has been given by the
      Trustee or by the Company, as the case may be. Within those 30 days, the
      removed or resigned Trustee shall transfer, pay over and deliver any
      portion of the Trust Fund in its possession or control (less an
      appropriate reserve for any unpaid fees, expenses, and liabilities) and
      all pertinent records to the successor or remaining Trustee; provided,
      however, that any assets which are invested in a collective fund or in
      some other manner which prevents their immediate transfer shall be
      transferred and delivered to the successor Trustee as soon as may be
      practicable. Thereafter, the removed or resigned Trustee shall have no
      liability for the Trust Fund or for its administration by the successor or
      remaining Trustee, but shall render an accounting to the Plan
      Administrator of its administration of the Trust Fund to the date on which
      its Trusteeship shall have been terminated. The Company may also, upon 30
      days' notice to each person currently serving as a Trustee, appoint one or
      more persons to serve as co-trustees hereunder.

Section 6. MISCELLANEOUS.

      6.1 Right to Amend. This Trust Agreement may be amended from time to time
      by an instrument executed by the Company; provided, however, that any
      amendment affecting the powers, duties or liabilities of the Trustees must
      be approved by the Trustees, and provided, further, that no amendment may
      divert any portion of the Trust Fund to purposes other than the exclusive
      benefit of the Participants and their Beneficiaries prior to the
      satisfaction of all liabilities for benefits. Any amendment shall apply to
      the Trust Fund as constituted at the time of the amendment as well as to
      that portion of the Trust Fund which is subsequently acquired.

      6.2 Compliance with ERISA. In the exercise of their powers and the
      performance of their duties, the Trustees shall act in good faith and in
      accordance with the applicable requirements under ERISA. Except as may be
      otherwise required by ERISA, the Trustees shall not be required to furnish
      any bond in any jurisdiction for the performance of their duties and, if a
      bond is required despite this provision, no surety shall be required on
      them.

      6.3 Nonresponsibility for Funding. The Trustees shall be under no duty to
      enforce the payment of any contributions and shall not be responsible for
      the adequacy of the Trust Fund to satisfy any obligations for benefits,
      expenses, and liabilities under the Plan. Reports. The Trustees shall file
      any report which they are required by law to file with any governmental
      authority with respect to this Trust, and the Plan Administrator shall
      furnish to the Trustees whatever information is necessary to prepare the
      report.

      6.4 Dealings with Trustees. Persons dealing with the Trustees, including
      but not limited to banks,

<PAGE>

      brokers, dealers, and insurers, shall be under no obligation to inquire
      concerning the validity of anything which the Trustees purport to do, nor
      need any person see to the proper application of any money paid or any
      property transferred upon the order of the Trustees or to inquire into the
      Trustees' authority as to any transaction.

      6.6 Limitation Upon Responsibilities. The Trustees shall have no
      responsibilities with respect to the Plan or Trust other than those
      specifically enumerated or explicitly allocated to them under this Trust
      Agreement or the provisions of ERISA. All other responsibilities are
      retained and shall be performed by one or more of the Employer, the Plan
      Administrator, and such advisors or agents as they choose to engage.

      The Trustees may execute any of the trusts or powers hereof and perform
      any of their duties by or through attorneys, agents, receivers or
      employees and shall not be answerable for the conduct of the same if
      chosen with reasonable care and shall be entitled to advice of counsel
      concerning all matters of trust hereof and the duties hereunder, and may
      in all cases pay such reasonable compensation to all such attorneys,
      agents, receivers and employees as may reasonably be employed in
      connection with the trusts hereof. The Trustees may act upon the opinion
      or advice of any attorney (who may be the attorney for the Trustees or the
      attorney for the Company), approved by the Trustees in the exercise of
      reasonable care. The Trustees shall not be responsible for any loss or
      damage resulting from any action or non-action in good faith in reliance
      upon such opinion or advice.

      The Trustees shall be protected in acting upon any notice, request,
      consent, certificate, order, affidavit, letter, telegram or other paper or
      document believed to be genuine and correct and to have been signed or
      sent by the proper person or persons.

      No provision of this Agreement shall require the Trustees to expend or
      risk their own funds or otherwise incur any financial liability in the
      performance of any of their duties hereunder, or in the exercise of any of
      their rights or powers, if the Trustees shall have reasonable grounds for
      believing that repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to them.

      6.7 Successor Trustees. This Trust Agreement shall apply to any person who
      shall be appointed to succeed the person currently appointed as the
      Trustees; and any reference herein to the Trustees shall be deemed to
      include any one or more individuals or corporations or any combination
      thereof who or which shall at any time act as a co-Trustee or as the sole
      Trustee.

      6.8 Governing State Law. This Trust Agreement shall be interpreted in
      accordance with the laws of the State of Maryland to the extent those laws
      may be applicable under the provisions of ERISA.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
      the day and year first above written.

ATTEST:                                   HEMAGEN DIAGNOSTICS, INC.


/s/ Melinda Allen                         By: /s/ William P. Hales
-------------------------------------        -----------------------------------


ATTEST:                                   TRUSTEES


/s/ Melinda Allen                         /s/ William P. Hales
-------------------------------------     --------------------------------------
                                          WILLIAM P. HALES


/s/ Melinda Allen                         /s/ Deborah F. Ricci
-------------------------------------     --------------------------------------
                                          DEBORAH F. RICCI