Trustees, possessed of special knowledge of the drilling and developing of oil and gas lands; and

WHEREAS, The said

are desirous of investing various sums in this business and of allowing other persons to invest in the said business by complying with the terms of this agreement, and that the entire investment should not exceed Thirty-Five Thousand ($35,000.00) Dollars, and that the entire amount of said investment should be entrusted into the hands of a Trustee or Trustees for a period of three years, the said Trustee or Trustees to be chosen because of his or their special qualifications to care for such investment and to have entire management of said fund and its employment with regard to the best interests of the cestuis que trustent.

Now, therefore, this Declaration of Indenture of Trust Witnesseth:

I.

Designation.

That there shall be and hereby is created a trust fund to be administered by a Trustee or Trustees, which shall be designated the "Roberts Pool Syndicate."

II.

Declaration-Not a Partnership-Cestuis not Liable.

That the said Trustee or Trustees shall hold all the funds and property (hereinafter called the "Trust Fund"), now or hereafter held by or paid to, or transferred or conveyed to them or their successors as Trustees, hereunder in trust for the purposes, with the powers and subject to limitations hereinafter declared, for the benefit of the cestuis que trustent, and it is hereby expressly declared that a trust, and not a partnership, is hereby created; that neither the Trustee or Trustees nor the cestuis que trustent shall ever be personally liable hereunder as partners or otherwise, but that for all debts the Trustee or Trustees shall be liable as such to the extent of the Trust Fund only. In all contracts or instruments creating liability, it shall be expressly stipulated that the cestuis que trustent shall not be liable.

III.

Purpose of Creation of Trust.

This trust is created for the purpose of more profitably conducting the business of producing, developing and dealing in oil properties by placing the management of such business with a

Trustee or Trustees who are selected because of their special knowledge and experience in this business.

IV.

Duration of Trust.

This trust shall continue for a period of three years from the date of its execution unless terminated sooner in the manner hereinafter provided.

V.

Principal Office.

The headquarters or principal office or place of business of the Trustee or Trustees shall be located at Raleigh, in the state of North Carolina, but may be transferred to such other place or places, and branch offices or places of business may be established at such place or places of business, within or without the State of North Carolina, as may be determined from time to time by the Trustee or Trustees.

VI.

The Trustee or Trustees.

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Messrs. the Trustees named herein, may associate with themselves at their discretion, not more than two persons as Trustees who shall be residents of the State of North Carolina, and each of whom, after qualification as a Trustee, by accepting this Declaration and Indenture of Trust and by executing and recording this acceptance in proper form in the office of the Clerk of Superior Court of Wake County, North Carolina, shall have co-ordinate power with the said ___in the manage

ment and care of the said Trust Fund. A majority of the Trustees may at all times be competent to act in the administration of the Trust, under the terms of this Declaration and in conformity with such rules or by-laws as have been or may be from time to time adopted by the Trustee or Trustees.

VII.

Powers of Trustee or Trustees.

The Trustee or Trustees shall have as full power and discretion as if absolute owner;

(a) To generally engage in the business for which this Trust Fund is created and to invest and reinvest the Trust Fund (including any surplus and also income) in personal or real property and to do any and all things necessary to carry out the purposes of the creation of this Trust.

The purposes for which and for any of which the Trust Fund is formed and the business and objects to be carried on and promoted by the Trustees are as follows:

To mine, bore, dig, pump and otherwise produce petroleum and other oils, natural gas and mineral substances and products, to manufacture, produce, refine, prepare, buy, sell, transport and otherwise deal in petroleum and other oils, natural gas, mineral substances and products, and similar articles, and to buy, lease or otherwise acquire and dispose of mineral, oil and other lands, as well as grants, rights and privileges in connection therewith, and to work, bore, project, pump, operate and promote the same, either alone or in association with others, and to receive and give profit sharing certificates, royalty certificates or other certificates in connection therewith as well as to do everything in connection therewith which may tend to promote or benefit the said business.

To acquire by purchase, lease, or otherwise, the property, rights, business, good will, franchises and assets of every kind of any corporation, association, firm or individual carrying on in whole or in part the aforesaid businesses, or either of them, or any other business in whole or in part that the Trustee or Trustees may be authorized to carry on, and to undertake, guarantee, assume and pay the indebtedness and liabilities thereof and to pay for any property, rights, business, good will, franchises and assets so acquired in the certificates of interest, bonds or other securities of the Trustee or Trustees or otherwise.

To apply for, acquire, hold, use, sell, mortgage, license, assign or otherwise dispose of letters patent of the United States or any for eign country, and any and all patent rights, licenses, privileges, inventions, improvements, processes and trade-marks relating to or useful in connection with any business carried on by the Trustee or Trustees.

To carry on any other business (whether manufacturing or otherwise) which may seem to the Trustee or Trustees to be calculated directly or indirectly to effectuate the aforesaid objects, or either of them, to facilitate it in the transaction of its aforesaid business, or any part thereof, or in the transaction of any other business that may be calculated directly or indirectly to effectuate the aforesaid objects, or either of them, to facilitate it in the transaction of its aforesaid business, or any part thereof, or in the transaction of any other business that may be calculated,

directly or indirectly, to enhance the value of its property and rights.

(b) The Trustee or Trustees shall have full power and discretion to sell, transfer, and convey, from time to time, at public or private sale, any part or all of said Trust Fund, upon such terms and conditions as they see fit, and to invest the proceeds in the same manner, and upon the same trusts as the original fund.

(c) The Trustee or Trustees shall also have power at any time to borrow money, and to pledge, as collateral security for such loan, any personal property belonging to the Trust Fund, provided, however, that no loan shall be contracted for, so that the aggregate amount of such loans outstanding shall at such time exceed, in the judgment of the Trustee or Trustees, twenty-five per cent of the total amount of the Trust Fund.

(d) The execution of all contracts, of all conveyances and transfers, and of all other instruments relating to the said fund or any parts thereof by a majority of the Trustees duly qualified shall always be sufficient and no purchaser, lender, corporation, association, or transfer agent thereof, dealing with the Trustee, or Trustees shall be bound to make any inquiry concerning the validity of any sale, pledge, loan or purchase purporting to be made by the Trustee or Trustees, or be liable for the application of money paid or loaned.

VIII.

Regulation, Officers and Compensation.

The Trustee or Trustees may from time to time adopt and promulgate such regulations or by-laws for the management of the Trust Fund as he or they shall deem desirable, and he or they may appoint and remove suitable officers or agents for carrying out the purposes of this trust and may define their duties and affix their compensation. The compensation of each Trustee shall not exceed One Thousand ($1,000.00) Dollars per annum and the compensation of all Trustees shall not exceed Three Thousand ($3,000.00) Dollars per annum.

IX.

Books Open to Inspection.

The Trustee or Trustees shall render an account annually, or oftener if convenient to them, and shall, upon request, deliver or mail a copy of such account to each cestui que trust. The books

of the Trustee or Trustees shall always be open to the inspection of the cestuis que trustent.

X.

Trustees' Liability.

Each Trustee shall be liable only for his own breach of trust and not for one another. No Trustee shall be required to give a bond.

XI.

Payment Into Trust Fund.

The Trust Fund hereby created shall not exceed Thirty-Five Thousand ($35,000.00) Dollars and payment or subscription to this fund may be accepted by the Trustee or Trustees, in cash, and the Trustee or Trustees shall secure from each subscriber or contributor to the said Trust Fund satisfactory evidence that the payment was made under the terms of this Declaration and Indenture of Trust. The trust hereby imposed is not contingent upon the full authorized sum of Thirty-Five Thousand ($35,000.00) Dollars, or any other amount, being subscribed, but is effective in all its terms for any smaller amount.

XII.
Shares.

The Trust Fund shall be divided into Fourteen Hundred (1400) shares of beneficial interest which shall have a nominal or face value of Twenty-five ($25.00) Dollars each.

The Trustee or Trustees may declare such dividends out of the net income of the Trust Fund as they may deem advisable, and the decision of the Trustee or Trustees as to the amount of dividend and as to using therefor any portion of surplus shall be final. Any portion of net income that is not required for dividends may be set aside for a surplus fund.

The decision of the Trustee or Trustees as to what constitutes capital or income shall be final, and all profit arising from the exchange or transfer of investment may be considered to be increase of the corpus of the Trust Fund if the Trustee or Trustees so declare.

XIII.

Certificates of Interest.

The Trustee or Trustees shall issue a certificate to each person who shall make the required payment into the Trust Fund, which