To

DR. C. A. Harvey,

Secretary of the New Mausoleum Company of Virginia.

The undersigned have received the inclosed form of
"Consent of Stockholders", for the 1,000,000. Dollars of "Prefer-
red Stock" &c.

And hereby return the same, duly signed, as reques-
ted, intrusted to Mr. Moses Kelley, who is hereby duly authorized
to deliver the same to you, and receive for us, our individual
Stock in the said New Mausoleum Company.

We, also, hereby agree that Mr. Moses Kelley shall
hold our Stock-when so received-under his own control, until the
Pooling Agreement is signed, and that policy completed, as in con-
templation. At which time, Mr. Kelley is hereby authorized to
deposit our Stock, in the Trust Company selected for that purpose,
in our individual names, and receive, and deliver to us, our
Receipts for our individual Stock thus deposited.

And, also, to do and perform all legal acts and
things necessary and proper to do, and to perform, for us, to
further the completion of the objects, heretofore agreed upon, to
be accomplished.

Names

Residence.

To

Dr. C. A. Harvey,

The undersigned have received the inclosed form of
"Consent of Stockholders", for the 1,000,000 Dollars of "Preferred
Stock" &c.

And hereby return the same, duly signed, as requested, intrusted to Mr. Moses Kelley, who is hereby duly authorized to deliver the same to you, and receive for us, our individual Stock in the said New Mausoleum Company.

We, also, hereby agree that Mr. Moses Kelley shall hold our Stock-when so received-under his own control, until the Pooling Agreement is signed, and that policy completed, as in contemplation. At which time, Mr. Kelley is hereby authorized to deposit our Stock, in the Trust Company selected for that purpose, in our individual names, and receive, and deliver to us, our Receipts for our individual Stock thus deposited.

To

Dr. C. A. Harvey,

We, also, hereby agree that Mr Moses Kelley shall
hold our Stock-when so received-under his own control, until the
Pooling Agreement is signed, and that policy completed, as in con-
templation. At which time, Mr. Kelley is hereby authorized to
deposit our Stock, in the Trust Company selected for that purpose,
in our individual names, and receive, and deliver to us, our
Receipts for our individual Stock thus deposited.

decide to let our individual stockholders vote on a special

share of our common stock, and receive a dividend on it. Our first dividend will be paid on the first business day after the close of each fiscal year. At which time, Mr. Kellogg will become a director of the company. As long as he remains a director, and as long as he remains a stockholder, he will be entitled to one vote on each share of common stock held by the company. When he retires from the company, his stock will be converted into the number of shares he would have received had he continued to hold the stock when he retired. His own control, until the close of the year, will be determined by a vote of the directors.

The stockholders of record on the last business day of each fiscal year, inclusive, will be entitled to one vote on each share of common stock held by them. The number of shares of common stock held by a person or entity at the close of a fiscal year will be determined by the number of shares of common stock held by that person or entity at the close of the preceding fiscal year, less any shares acquired by purchase or exchange.

D. L. G. A. HARRIS

to

STOCKHOLDERS' AGREEMENT.

WHEREAS; Negotiations are now in progress, looking to the erection of a Mausoleum by the New Mausoleum Company, a corporation under the laws of Virginia; and,

WHEREAS; It is designed by the said Company to obtain the money therefor by marketing its Treasury Stock, or by marketing its notes or obligations, for the funds necessary for the erection of such a Mausoleum; and,

WHEREAS; It is highly important, that none of the personal holdings of the Capital Stock of the said Company be offered upon the market during the period of such negotiation and marketing; and,

WHEREAS; It is clearly for the advantage of all private Stockholders that the money be obtained for said purpose;

NOW THEREFORE; In consideration of the foregoing, together with other valuable considerations and the sum of one dollar by each to the other subscriber in hand paid the receipt of which is hereby acknowledged, the undersigned hereby agrees each with the other as follows:

FIRST; We will not sell, or offer for sale, any of our individual holdings, of the Capital Stock of the New Mausoleum Company, nor any stock held for the purpose of promoting the interests of the said Company, or allow any person to do so, on our account, during the time herein designated, for the Directors of the said Company, to sell Treasury Stock.

-3-

for the money so received, and at the same rate per share as
the Treasury Stock was sold; and thereafter this stock, shall
be Treasury Stock.

And it is further agreed, that this system of disposing
of the stock shall continue, until the majority of all the
stock is sold and paid for. It is understood and agreed that
it shall not be sold for less than fifty cents on the dollar
of its face value.

The time fixed for the closing of the sale of stock as
herein provided, shall not extend beyond two years from the
date hereof; and may be sooner terminated by a majority of
individual holders of the stock, then held by the Trust Com-
pany, with the concurrence of the Board of Directors of said
Mausoleum Company.

For the fulfilment of these obligations, we bind our-
selves and our legal representatives.

Sealed and executed this day of 1890.

Nor will we dispose of any Trust Company's Receipt for
said Stock, or in any way use the same as collateral security,
in any transaction whatever during the period herein provided
for depositing our personal stock with said Trust Company.

SECOND; We will immediately upon the signing of this Agreement
by the parties holding at least ninety-five per cent of the
personal stock, deliver all our Certificates of Stock, to such
Trust Company, as the Directors of the New Mausoleum Company
may select, and receive a receipt for the same; which shall
state the conditions on which said stock is held, giving the
number of each Certificate, and when and how the stock shall
be withdrawn, which withdrawal shall only be by the owner, at
the expiration of the time herein specified, or on his order
to the accredited Officers of said Company designated by the
owner to receive and receipt for the same. Such an order
accepted and executed, shall discharge the Trust Company from
any further liability for the stock so surrendered.

THIRD; The said Board of Directors shall provide, as they
sell each block of Treasury Stock and receive pay for the same,
that the individual owners of personal stock, deposited with
the Trust Company, as aforesaid (not stock, held for promotion
purposes) shall have the option, for ten days after notice, to
take their pro rata share of per cent of the money re-
ceived for stock sold by the Directors, and at the rate per
share for which it is sold, and for that money, give the Direc-
tors, or some Officer designated by them to receive the same,
an order on the said Trust Company for stock equal in payment,
for the money so received, and at the same rate per share as

ARTICLES OF INCORPORATION OF THE NEW MAUSOLEUM COMPANY.

------00000------

State of Virginia )

) ss

City of Alexandria )

The subscribers who desire to form a joint Stock Company for the conduct of the business hereinafter mentioned, pursuant to the Act of the General Assembly of Virginia, approved March 30th, 1871, entitled "An act to authorize the Circuit Courts of the Commonwealth to grant charters on incorporation", etc., and the several Acts amendatory thereof hereby certify as follows:-

1st. The name of the Company is to be "THE NEW MAUSOLEUM COMPANY".

2nd. The purposes for which said Company is formed, are in general the introduction and use of methods for the disposal and care of the dead; to acquire, improve and beautify lands; erect buildings, manufacture, buy, lease, contract for or otherwise acquire patented inventions, and devices, or other property, real or personal, to facilitate its business, and to operate, sell, lease or otherwise dispose of the same; to raise money upon bond or mortgage, or other security, and to do all and singular whatever may be necessary or expedient in the conduct of its business, which may include the taking and holding or selling stock in other incorporated companies organized to use, lease or to sell patented inventions and devices owned or controlled by said Company.

3rd. The maximum CAPITAL STOCK of said Company, is to be Ten Million Dollars, ($10,000,000), divided into One Hundred thousand shares, of One hundred dollars each, ($100.)

4th. The amount of real estate proposed to be held by said Company, is to be determined by the number of Mausoleum Buildings proposed to be erected by it, from time to time, not exceeding an average of fifty acres for each building.

5th. The place at which the principal offices of the Stockholders of said Company are to be kept in the City of Alexandria; but the Directors of the Company may hold meetings in the City of Washington, D. C., or in the City of New York.

6th. The incorporators, whose names are here given with their Post Office addresses, shall be the DIRECTORS for the first year and until their successors are elected and qualified, if, however, the By-laws provide for an additional number of Directors, (not exceeding twenty-one,) the Directors herein named, are empowered to elect such additional Directors from among the

Memorandum of an Association.

formed this 9th day of March, 1887, at the City of Washington,
D.C., by the following named persons, to-wit:

J. G. Meyers

Charles A. Harvey, Moses Kelly,

Samuel G. Pomeroy.

All of Washington, D.C.

Whereas Letters Patent were granted to J. G. Meyers
one of the subscribers hereto, on the 2nd day of October, 1883,
numbered 285,914, for what is termed

"BURIAL VAULTS",

and the said Patentee desires to be associated with the above
named parties in forming an Association to meet a public ne-
cessity, by providing for a safer and more desirable method
for the repose of deceased persons in all cities and large
towns of the United States,

Therefore, for these objects, and by these presents,
we the subscribers do hereby form an Association, which shall
be known and designated as the

"WASHINGTON MAUSOLEUM ASSOCIATION",

and to promote the objects of this Association do hereby con-
federate together to do and perform all necessary and proper
things to bring into general use a receptacle for the dead,
upon the plans and specifications contained in said Letters
Patent, and such additions and improvements as may be hereaf-
ter acquired. And to this end it is agreed that the said
Patentee shall hold this patent and all subsequent issues and
re-issues of the same, and other inventions acquired, for the
sole use and benefit of this Association.

In like manner all the subscribers hereto agree and

In this number, all the subscribers hereinbefore and
after use and benefit of this Association.

The issue of the same, and other inventions submitted, for the
benefit of said Patentee, and all subsequent claims and
要求, shall be held by this Patentee and all subscribers thereunder,
and to this end it is agreed that the said Patentee,
and such additions and improvements as may be required,
upon the claims and specifications contained in said Patents
change to bring into effect one or more claims for the same,
and to promote the objects of this Association do hereby con-
agree to promote the objects of this Association do hereby com-
mit the claims and improvements contained in said Patents
to the Patentee, together, to do and perform all necessary and proper

WASHINGTON MAYORSHIP ASSOCIATION.

we the subscribers do hereby form an Association, which shall
therefore, for these objects, and by these means, cause

laws of the United States,

for the sake of deceased Patents in all states and range
security, by depositing for a said and more desirable method
named agencies in forming an Association composed of public no-
and the said Patentee desires to be associated with the above
named agencies in forming an Association composed of public no-
and the said Patentee desires to be associated with the above
AGREEMENT.

BROTHERS, A.M., 1822.

Numbered SEP. 814, for what is referred
one of the subcriptions hereto, on the 3rd day of October, 1838.

Whereas Letters Patent were granted to J. G. Meyers
and J. G. Meyers, and J. G. Meyers, and J. G. Meyers,

All of Washington, D.C.

Charles V. Harbison, Samuel J. Bowne.

J. G. Meyers, J. G. Meyers, J. G. Meyers,

and the following number hereto, to wit:

hereby bind themselves to use their best efforts to perfect,
develop and make useful this invention, and all things per-
taining to it. And all they do or invent or acquire shall in
like manner be held for the sole use and benefit of this Asso-
ciation to make the same a success.

The Property and Assets of this Association shall be
divided into five equal parts, one part to each of the sub-
scribers hereto, and one part shall be held as the common
property of all, to be used if need be for promoting the ob-
jects of this Association. No member shall dispose of his
share or any portion of it without first giving the Association
the option of purchase, which option given in writing shall
be good for thirty days.

This Organization shall be known as the original or
parent Company, owning all the franchises. And all rights to
form other Companies or Associations shall be derived from
this Association, and issued upon contracts made and approved
by it. All proceeds arising from royalties, rents, or sales
of rights, shall be paid to this Association and divided equal-
ly among the share holders as herein designated. It being
the intent and meaning of this instrument to secure equal
rights and interests to each and all the subscribers hereto.

This Association shall hold stated meetings, and
special meetings may be called by the Secretary, which call
shall be issued upon the application of any one member here-
unto subscribing.

No member or other person shall incur debts or in
any way commit the Association to any obligation unless author-
ized by a majority of the members. No fees or salaries shall
be paid. And only such incidental expenses shall be allowed as
are or may be approved by the Association. Each one contrib-

utes his time, his attention and best efforts voluntarily and
freely until the Association shall be in funds to pay for the-
vices thereafter rendered.

A Code of By Laws may be adopted which all members
fully define the duties and objects of this Association, and
plan means to carry out its objects and purposes in this
Association.

To complete the organization of this Association
the names heretofore given shall be signed to this instrument
and a President, Secretary and Treasurer shall be duly elected.
They shall discharge the duties and be held to all the obliga-
tions usually devolving upon such officers.

For the fulfilment of these duties and obligations
we, by these presents, bind ourselves and legal representatives,
Witness our hands and seals this 9th day of March,

1887.

Exalted in quadruplicate, each party
subscribing hereto holding one copy.

(Copy.)

Office of E. H. Smith & Son,
Real Estate and Insurance Brokers,
1222 F Street, N. W.

Washington, D. C. April 21st, 1968.

The National Mausoleum Safe Deposit Co.

Gentlemen:

We propose to organize a Company in the District of Columbia for the purpose of constructing a Mausoleum in the Congressional Cemetery to cost about $100,000.- to be constructed upon plans and specifications furnished by you, and under the supervision of your architect, the required funds to be provided by the sale of the stock and bonds of such Company, and by the sale of apartments in the said Mausoleum, the capital stock of said Company to be $200,000.-, and the bonds to be issued not to exceed $100,000., the latter to be sold at par, each bond to carry with it without further payment a like amount of full paid stock of the proposed Company. Forty per centum of the stock of said Company - amounting to $80,000.- to be issued full paid, to you, and Ten per centum of the gross receipts, from sales of vaults or apartments, by the said Company also to be paid to you quarterly as received, in consideration of the franchise conveyed by you to the said Company, which franchises are to cover the perpetual right to said Company of Letters Patent, No. 285,984, granted to J. G. Meyers and to any other Letters Patent or other

rights or franchises now possessed by you, or hereafter to be
acquired by you, relating to the subject of the disposition
of the dead, or any question collateral thereto, such right to
extend to any building or buildings and their use, to be
erected within the grounds of said Congressional Cemetery.

In consideration of our services, in the organization of
such Company, and in the creation of said Mausoleum, we are to
receive from you, the assignment to us of $40,000. of the
stock of said Company, being one half of the $80,000. of stock
of said Company, to be assigned to you as your quota, and in
addition thereto $60,000. full paid stock of the National Mau-
soleum Safe Deposit Company.

You to enter into a more formal contract in detail with
the proposed Company when organized, and to do any and all
acts necessary on your part, to the complete organization of
said Company, and the full execution of this agreement.

John T. Mitchell

Francis H. Smith.

We accept the above agreement provided that the said
Company shall be organized and the Mausoleum building commemo-
ed within sixty days of the date hereof.

C. A. Harvey,

Sec.

Samuel G. Pomeroy,

Prest.

MEMORANDUM OF AGREEMENT.

September 20th., 1887.

JOHN G. MEYERS, patentee of Burial Vault covered by
letters patent No. 285,914 dated Oct. 2a. 1883, & those as-
sociated with him as the sole equal owners thereof to wit:
Samuel C. Pomeroy, Charles A. Harvey & Moses Kelly, all of
Washington City in the District of Columbia, hereby author-
ize Richard T. Greener, & David E. Smith M. B. both of New
York City, to form a joint stock Company for the exclusive
use of their burial system within the state of New York, to-
gether with all such improvements as may hereafter be made
therein or acquired by them on the following basis & terms:
Capital, to be full paid $1,000,000.00

To Messrs, Meyers, Pomeroy, Harvey & Kelly
25 per cent of unassessable stock 250,000.00

Balance $750,000.00

in stock for Messrs Greener, Smith & their associates, for
which they are to pay in cash to Messrs Meyers, Pomeroy,
Harvey & Kelly 1/2 per cent of the Capital ($25,000) & place
in the Treasury a suitable amount for a working capital.

The said Company is to be organized within 30 days from
the date of this Memorandum & the parties of the first and
second part are each to be represented in its directory, in
proportion to the stock interest held by each party.

A full & absolute transfer of the patent for the State
of New York is to be executed & delivered upon the cash pay-
ment being made which must be within sixty days from the
date of this Memorandum of Agreement.

John E. Meyers

SIGNED:
E. A. Harvey
M. over Kelly

SIGNED:
Richard F. Greener
David E. Smith

CONSENT OF STOCK-HOLDERS

TO PREFER $1,000,000 OF THE STOCK OF THE TREASURY.

BESIDES PARTICIPATING IN THE GENERAL EARNINGS.

We, the undersigned stockholders of record of the New
Mausoleum Company of Virginia, of the National Mausoleum Safe
Deposit Company organized under the laws of Virginia, and of
the New Mausoleum Company organized under the laws of New Jer-
sey, hereby authorize the Board of Directors of the aforesaid
New Mausoleum Company of Virginia to make one million dollars
of the stock of the Treasury of the said New Mausoleum Company
of Virginia PREFERRED STOCK, which preferred stock shall be
entitled to a dividend of 6% out of the first earnings of said
Company, before any dividend shall be paid on the remaining
nine million dollars of the stock of said Company, and in the
making of all subsequent dividends there shall annually be
paid, first, Six per centum on this "preferred Stock," and
then this stock shall share equally with the common stock in
all dividends made by said Company.

AGREEMENT

between

THE NATIONAL MAUSOLEUM SAFE DEPOSIT COMPANY

and

H. I. KIMBALL.

WHEREAS: The National Mausoleum Safe Deposit Company, a corporation duly organized under the laws of Virginia, have this day entered into an agreement with H. I. Kimball, for the organization of a Company to be known as the Mausoleum Construction Company", and

WHEREAS: Said agreement stipulates that said proposed Company, or any other Company or persons, acting under and by virtue of said contract, shall upon the execution of deeds or licenses for the sale or perpetual use of Vaults constructed under and by virtue of such contract, deposit ten per cent of the gross amount received for each and every vault so deeded or leased to the credit of said National Mausoleum Safe Deposit Company; and

WHEREAS: In the organization and promotion of said proposed Mausoleum Construction Company, said Kimball may find it necessary and expedient to contract for the distribution of a portion of the fund derived from the sale or perpetual lease of Vaults as above, in order to associate with him in the promotion of said Construction Company other persons of position and influence:-

NOW THEREFORE, In consideration of the mutual covenants contained in the agreement hereinbefore referred to,

1

being complied with, the said NATIONAL MAUSOLEUM SAFE DEPOSIT
COMPANY, hereby agree to transfer and assign to the said H. I.
Kimball his representatives or assigns one fourth of the
amounts placed to its credit from the sale or perpetual lease
of vaults as contemplated in said contract, and to execute in
good faith the necessary papers so that the amount herein
agreed to be transferred, shall be made available to him or
his assigns in the same manner and at the same time as the
remaining portion is made available for said Company.

IN WITNESS WHEREOF, the President and Secretary of said
Company, by order of the Board of Directors, have hereunto
set their hands and affixed the Corporate Seal of the Company
at Washington, D. C. this Twenty-fourth day of September,
A. D. 1888.

By ...................

President.

ATTEST:

Secretary.

STOCKHOLDERS' AGREEMENT.

WHEREAS; It is clearly for the advantage of all private Stockholders that the money be obtained for said purpose;--

NOW THEREFORE, In consideration of the foregoing, together with other valuable considerations and the sum of one dollar by each to the other subscriber in hand paid the receipt of which is hereby acknowledged, the undersigned hereby agree each with the other as follows;--

FIRST; That we will not sell, or offer for sale, any of the Capital Stock of the said Company, other than the said Treasury Stock, during the period of three years from date, unless the said negotiation and marketing shall be sooner completed.

SECOND; That we will deliver the certificates of the said Capital Stock held by us to such a Trust Company as may be selected by the Directors of the said New Mausoleum Company; such Trust Company to hold the same for the period of three years, unless the same, in its entirety, shall be sooner returned by the order of the Directors of the said company.

THIRD; That these agreements shall not be binding until Stockholders, representing ninety five per cent of the personal holdings of the Capital Stock of the said Company shall have affixed their signatures thereto.

NAMES.

SHARES.

DATE.

A G R E E M E N T

between

THE NEW MAUSOLEUM COMPANY

and

The National Mausoleum Safe Deposit Company.

W H E R E A S . The National Mausoleum Safe Deposit Company,
A corporation duly organized and created under, and by virtue of
the laws of the State of Virginia, is the sole owner of, letters
patent of the United States which cover systems for Mausoleum
Safe Deposit vaults, and Mausoleum appliances for the dead, and
desiccation of human remains.

A N D W H E R E A S : Said Company entered into contract with
H. I. Kimball giving and granting to him the authority to organize
a construction Company for the purpose of introducing the systems
owned and controlled by the said National Mausoleum Safe Deposit
Company, and acquiring the exclusive right to do so,

A N D W H E R E A S : Said Kimball has transferred said contract
to the New Mausoleum Company, a Corporation duly organized under
the laws of New Jersey,

A N D W H E R E A S : Said Company has peculiar advantages for
the introduction of said systems, and has surrendered the before
mentioned contract transferred to it by the said Kimball.

T H E R E F O R E : It is hereby mutually agreed by and between
the National Mausoleum Safe Deposit Company, and The New Mausoleum
Company,

F I R S T : The said " The New Mausoleum Company " agrees to
expend ( if necessary) for the purpose of carrying into effect
this Contract, as much as Ten Thousand ( $10,000 ) dollars, and to
proceed at once to the organization of a Corporation under the

#2.

name of the " Mausoleum Construction Company", or such other name
as the proposed Corporation may adopt, which shall provide for a
paid up working cash capital of not less than One Hundred Thous-
and ($100,000) Dollars, Twenty Thousand ($20,000) Dollars of said
amount to be paid into its treasury on, or before, October 1st, 1989.

SECOND: The said National Mausoleum Safe Deposit
Company in consideration of One Dollar in hand paid and other val-
uable considerations hereby agrees,

That this contract, or option, shall determine and close
on the Second day of October 1889, Al D. unless sooner determined
by mutual agreement of the parties hereto. But that should the
said " The New Mausoleum Company " on, or before, said last named
date fully comply with its agreement as hereinbefore stated, and
the said "Mausoleum Construction Company", shall have been duly
and legally organized, and the sum of One Hundred Thousand ($100,
000) Dollars, shall have been subscribed to its capital stock in
good faith by responsible parties, to be paid in cash, and the sum
of Twenty Thousand ($20,000) Dollars shall have been actually paid
into its treasury in cash, it, the said " National Mausoleum Safe
Deposit Company", will, upon the surrender of this contract, ex-
ecute and deliver to the said " Mausoleum Construction Company"
a contract in words and figures as follows, to wit:

"THIS AGREEMENT made this day of

A. D. 1888, by and between the " National Mausoleum Safe
Deposit Company", a corporation duly organized and existing under
and by virtue of the laws of the State of Virginia party of the
first part and hereinafter so referred to, and the " Mausoleum
Construction Company", a corporation duly organized under the laws

Construction Company," a corporation wholly organized under the laws of the United States and by virtue of the laws of the State of Virginia party of the Debenture Company," a corporation wholly organized and existing under A. D. 1888, by and between the "National Manaolemm Safe "THIS AGREEMENT made this day of

into its treasury in cash, if, the said "National Manaolemm Safe of Twenty Thousand ($80,000) Dollars shall have been actually paid good time by reasonable parties, to be paid in cash, and the amount 000) Dollars, shall have been apportioned to its capital stock in and legally organized, and the amount of One Hundred Twenty Four thousand ($100,000) Dollars, shall have been fully complied with its agreement as hereinbefore stated, and said "The New Manaolemm Company" on, or before, said last named by mutual agreement of the parties hereto. But that should the on the second day of October 1888, A. D. unless sooner determined Trust this contract, or option, shall determine and close the above considerations hereby agree,

Company in consideration of One Dollar in hand paid and other sum -
2 E C O N D: The said National Manaolemm Safe Deboart
1888.

shall to be paid into its treasury on, or before, October 1st,
and ($100,000) Dollars, Twenty Thousand ($80,000) Dollars of said
paid up working cash capital of not less than One Hundred Thora-
sa the proposed Corporation & a subde, which shall provide for a
name of the " Manaolemm Construction Company", or any other name
#3.

#3.

of the State of party of the second part, and hereinafter
so referred to, WITNESSETH:"

"WHEREAS: The party of the first part is owner
and grantee of certain Letters Patent of the United States, number-
ed 235,914 and owns and has the right to use other patents for
the same or similar purposes as those mentioned in said patent
above named, which said patents cover a system of Mausoleum Safe
Deposit vaults for the dead, and appliances therefore, and a system
of desiccation of human remains;" and

WHEREAS: Said party of the first part is desirous
of having said systems generally introduced; and the said party
of the second part possesses peculiar advantages for, and is prepar-
ed to undertake the introduction of the said systems in the States
hereinafter named; it is, therefore, mutually agreed:"

"FIRST: The party of the first part herein, in considera-
tion of the sum of One Dollar to it in hand paid the receipt of
which is hereby acknowledged, and other valuable considerations
herein named, does hereby, bargain, grant, sell and convey, and
by these presents, has bargained, granted, sold and conveyed to
the said party of the second part, the exclusive perpetual fran-
chise, license, and privileges owned and enjoyed by it, the said
party of the first part, under said Letters Patent hereinbefore
mentioned, or under any patents now pending and that may be here-
after acquired, owned or controlled by it, the said party of the
first part, as fully and completely as it could have enjoyed the
same had not this agreement been made."

first part, as fully and completely as it could have enjoyed the
after acquired, owned or controlled by it, the said party of the
mentioned, or under any patents now pending and that may be here-
by of the first part, under said letters patent hereinafter
issued, license, and privileges owned and enjoyed by it, the said
the said party of the second part, the exclusive hereinbefore
by these breaches, has bargained, granted, sold and conveyed to
herein named, goes hereby, herein, grant, sell and convey, and
which is hereby acknowledged, and other assemblable considerations
arising of the sum of One Dollar to it in hand, said the receipt of
"FIRST: The party of the first part herein, in consideration
hereinafter named, if is, therefore, mutually agreed:

ed to undertake the introduction of the said apparatus in the States
of the second part, beseems beneficial advantages for, and is broking
of having said apparatus generally introduced; and the said party
WHEREAS: Said party of the first part is barons
of desacration of human remains;" and

Deportants for the desd, and appliances therefore, and a system
spoke named, which of said patents cover a system of Mausoleum Safe
the same or similar bemoans so those mentioned in said patent
and 828,314 and owns and has the right to have other patents for
and grantee of certain letters patent of the United States, number-

"WHEREAS: The party of the first part is owner
so referred to, WITHIN THOSE:

of the State of

parties of the second part, and hereinfter

#2.

#4.

" To have and to use the same perpetually, in all localities, except in the States of Louisiana, and the District of Columbia, in the United States, subject only to the conditions and provisions of contracts "A" and License "B", copies of which ( partly in blank ) are hereto attached. And which contract "A" and License "B" the said party of the first part hereby agrees to execute whenever so required to do by the party of the Second part, either to local companies, organized by it, the said party of the Second part, or to said Company itself ( upon any specific Mausoleum owned and operated by it.)

" SECOND: The party of the second part hereby agrees to proceed to the erection of Mausoleums with due diligence, and where the business contemplated gives greater promise of success, under local management, a Company may be organized, which shall accept license "B" and execute contract "A" and which shall have sufficient cash working capital to carry on the business contemplated."

"THIRD: It is further agreed by the party of the second part that it will do all that is in its power to construct Mausoleums, and operate them, either directly, or to organize, incorporate, and set in practical operation, Mausoleum Companies, as provided in Section 2, and such as are herein contemplated and to that end will expend in constructions, within two years, as much as One Hundred Thousand ($100,000) Dollars, and for each subsequent period of two years a like amount for the term of ten years, and, in default of so doing, that the party of the first part shall have or in default of organizing local companies as contemplated in Section 2, have the right, upon giving ninety days notice of its intention, to take

the right, upon giving written notice of its intention, to take
in default of paying local companies and contractors in payments after
in default of so doing, that the party of the first party shall have

period of two years, a like amount for the term of ten years, and
One hundred thousand ($100,000) dollars, and for each unpaid amount
that end will extend in proportion, within two years, so much as
brought in Section 8, and such are herein contemplated and to

borate, and set in practical operation, Maurolem Company's, as
solems, and operate them, either directly, or to organize, incor-
porated, that it will do all that is in its power to construct Man-
client, and execute contract "A" and which shall have antifi-
cient and working capital to carry on the business contemplated."

THIRD: It is further agreed by the party of the sec-
cient each working capital to carry on the prairiea contemplated.
license "B" and execute contract "A" and which shall have antifi-
to local management, s company may be organized, which shall receive
the prairiea contemplated gives greater brouiæ of success, muger
proceeds the erection of Maurolemma with the difficulty, and where

"SECOND: The party of the second part hereby agrees to
and opersted by it.)

part, or to said Company itself ( as how such a specific Maurolemm owned
to local companies, organized by it, the said party of the second
whenever so required to do by the party of the second part, either
censure "B" the said party of the first part hereby agrees to execute
in plain, are hereto attached.

And which contract "A" and Li-
vations of contracts "A" and license "B", copies of which ( partly
pia, in the United States, and subject only to the conditions and pro-
erties, except in the State of Iowais, and the District of Coim-


#4.

#5.

possession of any specific territory named in such notice, wherein
said party of the second part has made no effort to introduce said
systems, such notice to specify the character of the neglect of the
party of the second part, and in case of the continued default of
the party of the second part after such notice, to take such steps
as it may deem proper, to have such companies organized, incorpora-
ted, and set in practical operation."

IN WITNESS whereof, the parties hereto have affixed their
names and seals, at Washington, D. C., this, the 4th day of
October, A. D. 1888.

Attest,

Attest.

Secretary.

By H. H. HARRIS
President.

The Firm Macmillan Comp. and Co.

Secretary.

National Manoforum Safe Deposit Co.

A. D. 1888.

IN WITNESS whereof, the parties hereto have affixed their
tong, and set in practical operation."

as it was deemed proper, to have such companies organized, incorporate the party of the second part after such notice, to take such steps party of the second part, and in case of the continued default of systema, such notice to abate the character of the neglect of the said party of the second part has made no effort to introduce said boasession of such a specific territory named in such notice, wherein

#2.

"A"

CONTRACT OF THE

"NATIONAL MAUSOLEUM SAFE DEPOSIT COMPANY"

with the

"MASOLEUM SAFE DEPOSIT COMPANY."

THIS AGREEMENT made this day of

A. D. 18 by and between the NATIONAL MAUSOLEUM SAFE DEPOSIT COMPANY of the City of Washington, a corporation organized and created under and by virtue of the laws of the State of Virginia, Lessor and Lisensor, party of the first part, and the ........

MAUSOLEUM SAFE DEPOSIT COMPANY, a corporation organized and created under and by virtue of the laws of the State of ........

Lessee and Licensee, party of the second part, WITNES

SETH:

WHEREAS: The Lessor is the owner and grantee of certain Letters Patent of the United States, numbered 285,914 and others, and owns and has the right to use, and may hereafter own and have the right to use other patents, for the same or similar purposes as those mentioned in said patents above mentioned, which said patents cover a system of Desiccation of Human remains, and a system of Safe Deposit Vaults for the dead, and other appliances as connected therewith, constructed and adapted for said purposes, and has entered into a certain contract with the MAUSOLEUM CONSTRUCTION COMPANY through which said systems are to be generally introduced; and upon whose written request this contract is executed:

WHEREAS: the Lessee desires to obtain the right to use, operate, and employ, and license others to use, operate and employ said

The Leesee desire to optain the right to nae, ober-
neef:

WH E R E A 2: the Leesee desiræ to optain the right to nae, ober-
neef:

introduced; and upon whose written redneat this contract is exec-
TRUCTION COMPANY through which asid systems are to be leverally
and has entered into a certain contract with the MAU201EUM COM-
SA connected therewith, constructed and asbed for asid bruhooæ,
s a system of Safe Deboaitt Vans for the dead, and other subfiances
asid patents cover a system of Deacustion of Human remains, and
burpoæs as those mentioned in asid patents spoke mentioned, which
and has the right to nae other patents, for the same or similar
others, and owns and has the right to nae, and may hereafter own
certain letters patent of the United States, numbered 88,914 and
WH E R E A 2: The Leesor is the owner and grantee of

BRTH:

............ Leesee and Liceuæe, party of the second part, MATTIEE+
and created under and by virtue of the laws of the state of .........
............ MAU201EUM SAFE DEBOSIT COMPANY, a corporation organized
mis' Leesor and Liceuæor, party of the first part, and the .........
and created under and by virtue of the laws of the state of Virgi-
DEBOSIT COMPANY of the City of Washington, a corporation organized
A. D. 18 PA and between the NATIONAL MAU201EUM SAFE
THIS 2 AGREEMENT made this
gs# of
....................MAU201EUM SAFE DEBOSIT COMPANY.

with the
"NATIONAL MAU201EUM SAFE DEBOSIT COMPANY"

"A"
CONTRACT OF THE
"NATIONAL MAU201EUM SAFE DEBOSIT COMPANY"

#2.

Vaults and systems of desiccation in the County of
in the State of..................

NOW THEREFORE, it is agreed as follows:

FIRST.

The license this day granted to the lessee by the lessor
to use, operate and employ said systems of Mausoleum Vaults and De-
iccation, shall be perpetual, unless determined for any of the
causes hereinafter specified, and shall extend to and include all
applications thereof, within said county of known, or
which may hereafter become desirable.

SECOND.

Said lessor shall within six months from the date of
organization proceed to construct a Mausoleum in the most substan-
tial manner, the Plans and Specifications so far as they relate
to the systems and are furnished or approved by the party of the
first part, detailed plans of the interior of said Mausoleum show-
ing the number, and location of each vault therein, to be filed
with the party of the first part.

THIRD.

Said Lessor shall provide in its deeds or other instru-
ments of writing executed upon the sale or perpetual lease of
its vaults, that such deeds or leases shall not be binding or
of force until registered and countersigned by a Trust Company, or
Bank, approved by the party of the first part, and located in the
City of and shall deposit with such Trust Company or
Bank, complete plans of each and every Mausoleum owned or licensed

Bank, complete plans of each and every Maurolem owned or licensed
City of
and shall deposit with such Trust Company or
Bank, approved by the party of the first part, and located in the
of force until registered and counter Signed by s Trust Company, or
its name, that such plans or leases shall not be piling or
make any writing executed show the sale or permissive lease of
said lease shall provide in its terms or other terms
THIRD.

ing the number, and location of each vault wherein, to be filed
first part, detailed plans of the interior of said Maurolem show-
to the systems and are furnished or approved by the party of the
covered by the patent to be
fiscal manner, the plans and specifications so far as they relate
organization proceed to construct a Maurolem in the most expedit-
and said lease shall within a six months from the date of
SECOND.

which may hereafter become desirable.
applications thereof, within said county of
causes hereinafter specified, and shall extend to and include all
location, shall be permissive, unless determined for any of the
to use, operate and employ said systems of Maurolem Loans and De-
The license this day granted to the lessee by the lessor
FIRST.

in the state of ............

Loan and system of depreciable in the County of

#8

#3.

by it, showing the location and number of each vault. The deeds or perpetual leases for such vaults shall state upon their face the full consideration or price paid, or to be paid, for such vaults, (it being agreed and understood that any expenditure by or for the purchaser for ornamentation or for beautifying said spaces shall not be included in the price named in the deeds therefor) and, said lessor shall, at the time of presenting said deeds or perpetual leases for countersigning and registration by such Trust Company or Bank, shall deposit with it the sum of fifteen per cent of the price named in said deed or perpetual lease, for each and every vault so sold and deeded, one-third of which sum shall be placed to the credit of the PERMANENT CARE FUND OF THE MAUSOLEUM, from which it is derived, and which shall from time to time be invested as such Trust Company or Bank, and the said lessor may agree. The fund, however, to remain permanent and only the income to be used. No part of the said income to be used until after all of the vaults in the Mausoleum from which the fund is derived have been disposed of. In full consideration for patent fees and royalties upon said vaults and other appliance the remaining two-thirds of said deposit as above shall be placed to the credit of the party of the first part for its own use and benefit and to be immediate subject to its order.

FOURTH.

The said lessor further covenants and agrees that it will render annual accounts in writing to the said party of the first part on the days of in each year, which said account shall be duly verified by the oath of either its President, its Secretary or its Treasurer, and which account shall state its then office and Post Office address, the names of its Officers,

then office and post office address, the names of its officers, its secretary or its treasurer, and which account shall state its count and shall be duly verified by the oath of either its president, on the dya of

annual accounts in writing to the said party of the first part
The said lessee further covenants and agrees that it will render
FOURTH.

benefit and to be immediate, subject to its order.

to the credit of the party of the first part for its own use and
the remaining two-thirds of said deboit as spoke aulff be placed
for benefit fees and royalties upon said asnta and other abhiance
the fund is derived have been disbursed of.
In full consideration
naed until after all of the asnta in the Maaoofem from which
only the income to be naed. No part of the said income to be
lessee may agree.
The fund, however, to remain permanent and

the fund is imateed sa anach Trat Company or Bank, and the said
MAU201EUM, from which it is derived, and which aulff from time to
auff be placed to the credit of the PERMANENT CARE FUND OF THE
asct and every asnt so sold and qeeqed, one-third of which ann
her cent of the brice named in said deed or berbetsul lees, for
Trat Company or Bank aulff deboait with it the ann of fifteen
or berbetsul lees for comfierasing and registration pa anach
fort) and, asid leesor aulff, at the time of breaking asid geea
absces aulff not be included in the brice named in the deed there-
on for the benefit for ornamentation or for bezuiting asid
asnta's, (it being agreed and understood that any expenditure pa
the full consideration or brice bid, or to be bid, for any
or berbetsul lees for any asnta aulff state upon their face
pa it, as above, the location and number of each asnt. The deed

#8.

#4.

and of its Trustees or Directors, together with their places of
residence, the number of Mausoleum Safe Deposit Vaults construct-
ed by it, the number of such vaults which it has sold and the amount
received for the same, and such other and further particulars as
may be required by the party of the first part to the end that
such reports shall show upon their face, whether the conditions
of license "B" and this agreement have been carried out and to
what extent.

FIFTH.

The said................Mausoleum Safe Deposit Company fully
admits and acknowledges the force and validity of said Letters
Patent and the novelty of the inventions therein described, and
covenants and agrees neither directly nor indirectly to call the
same in question at any time, or in any proceeding whatever,
whether the license to use the same be still in force or whether
it has been determined.

SIXTH.

And the said lessors further covenant and agree that
its premises, books and papers, shall at all times, during business
hours be open to the inspection of any one appointed in writing
by the party of the first part as its agent for the purpose; and
that it will fully inform said agent as to all matters pertaining
to that part of its business covered in this contract, so that said
agent may know of his own knowledge that the covenants of license
"B" and this agreement and the intent of the same are and have
been fully carried out.

been fully carried out.

"B" and this agreement and the intent of the same are and have
agent shall know of his own knowledge that the covenants of license
to that part of its business covered in this contract, so that said
that it will fully inform said agent so to all matters pertaining
to the party at the first part as its intent for the purpose; and
parties be open to the inaction of any one abovementioned in writing
its business, books and papers, shall at all times, omit business
and the said persons further covenant and agree that

## SIXTH.

it has been determined.

whether the license to use the same be still in force or whether
same in creation at any time, or in any proceeding whatever,
covenants and agreements neither directly nor indirectly to call the
patent and the novelty of the inventions therein described, and
admits and acknowledges the force and validity of said letters
The said..................Manaolem Safe Deboait Company fully

## FIFTH.

must extent.

of license "B" and this agreement have been carried out and to
such reports a shall show upon their face, whether the conditions
may be required by the party of the first part to the end that
received for the same, and such other and further particulars as
ed by it, the number of such suits which it has said and the amount
residence, the number of Manaolem Safe Deboait Suits contract-
and of its Trustees or Directors, together with their names of

#4.

#5.

IN WITNESS WHEREOF, the parties have hereunto fixed
their names and seals the date first above written.

their names and addresses the date first above written.

IN WITNESS WHEREOF, the parties have hereunto made their marks and seals

#2.

"B."

KNOW ALL MEN BY THESE PRESENTS, that the NATIONAL MAUSOLEUM SAFE DEPOSIT COMPANY, a Corporation organized and created under and by virtue of the laws of the State of Virginia, in consideration of the sum of One Dollar and other valuable considerations, the receipts whereof are hereby acknowledged, does hereby license and authorize the..................................................

MAUSOLEUM SAFE DEPOSIT COMPANY, a CORPORATION organized and created under and by virtue of the laws of the State of..................
to operate, use and employ, and to let and license others to use and employ, within the county of...................., in the State of.................... the system of Safe Deposit Vaults for the Dead, and the method of and apparatus for the Desiccation of Human Remains owned by it, and secured thereto by certain patents granted to it by the United States, and by others duly assigned to said Company, and all improvements which may be made in said system and said apparatus during the terms of the patents owned by it, or any extensions thereof, upon condition that said Licensee shall conform to and perform all of the covenants and agreements to be by it done and performed, at the times

ensure and agreements to be by it done and performed, at the times
that said licensee shall conform to said benelom all of the con-
 patents owned by it, or any extensions thereof, now condition
 made in said system and said apparatus during the term of the
guys assigned to said company, and still improvements which may be
 granted to said company, and by others

saction of Human Remains owned by it, and acquired therefor by cer-
vants for the Des, and the method of and apparatus for the Dea-
state of.................. the system of Safe Deposit
and employ, within the comly of..................in the
to operate, has and employ, and to let and license others to nae
ed under and by virtue of the laws of the state of............
MANU2010EM SALE DEBOSIT COMPANY, s CORPORATION organized and creet-
sd ............................supplement the..................
the receipts wherein she hereby acknowledged, goes hereby licencse
the of the sum of One Dollar and other asample considerations,
and by virtue of the laws of the state of Virginia, in conapplic-
SATE DEBOSIT COMPANY, s Corporation organized and created under
KNOW ALL MEN BY THESE PRESENTS, that the NATIONAL MANU2010EM

MANU2010EM SALE DEBOSIT CO.

to the

NATIONAL MANU2010EM SALE DEBOSIT CO.

of the

DEBETUAL PICEH
"B."

and in the manner mentioned and stipulated in an instrument in
writing made and executed between the parties hereto, and bearing
even date here with, marked "A".

And the said NATIONAL MAUSOLEUM SAFE DEPOSIT COMPANY covenants to and with the....................MAUSOLEUM SAFE DEPOSIT COMPANY.................... that it has full right, title and authority to make this license, in manner and in form as herein expressed, and that it will, so long as said....................MAUSOLEUM SAFE DEPOSIT COMPANY.................... shall perform all of its covenants and agreements above referred to fully and absolutely protect it in the use of said Safe Deposit Vaults and Dessicating Systems.

Signed and sealed this......... day of......... A. B. 1888.

S

President.

ATTEST:

Secretary.