Alcor Patient Care Trust

May 4, 1997
As amended May 2, 1999 (and now irrevocable)
[Read background information about this Trust]


This Agreement is made this 4th day of May, 1997, between The Alcor Life Extension Foundation, Inc. (a California non-profit, tax-exempt corporation, hereinafter referred to as "Alcor"), as settlor, and the Board of Trustees (hereinafter referred to as "the Trust Board") of the Alcor Patient Care Trust, as Trustee.

Alcor hereby transfers to the Trust the property listed in the attached Schedule A. That property, the proceeds of that property, all additional property received by the Trust from Alcor or from any other person or source, and all investments or reinvestments thereof are herein collectively referred to as the "Trust estate" and shall be held upon the following trusts:

FIRST: The Trust shall be named the ALCOR PATIENT CARE TRUST.

SECOND: The Trust shall be for the exclusive non-profit scientific research and educational purpose of providing care for individuals (hereinafter called "Patients") who have been placed into cryonic suspension or other forms of biostasis as long-term research specimens by Alcor until such future time as it may be possible to repair and revive them to such a condition as will allow them to be considered legally alive, functional, and independent. This applies both to those Patients currently held in biostasis at Alcor and to those Patients who may be placed into biostasis after this Trust has been established.

THIRD: The Alcor Life Extension Foundation shall be designated as beneficiary of the Trust, acting on behalf of the Patients in biostasis, since at the time this Trust takes effect, such Patients are classified as "legally dead." Should these Patients be classified as "legally alive" at some time in the future or should other Patients later be placed into biostasis by Alcor under conditions where they are classified as legally alive, Alcor shall continue to act on their behalf until such time as these Patients may be made conscious and functional and able to act on their own behalf.

The interests of the beneficiary in principal or income shall not be subject to the claims of any creditor or to legal process, and may not be voluntarily or involuntarily alienated or encumbered.

FOURTH: Any act which would adversely affect the tax-exempt status of this Trust or of Alcor shall be prohibited notwithstanding any provisions in this Agreement inconsistent therewith.

FIFTH: The Trust estate shall be held and disposed as follows:

(a) The Trust estate shall be invested with a minimum goal of enabling the amount of principal plus investment income to keep the Patients in biostasis as long as may be necessary to fulfill the purpose of the Trust.

(b) The Trust shall pay to Alcor so much of the income and principal as may from time to time be necessary or desirable for the payment of its applicable expenses as provided herein.

(c) When the Trust Board determines that the amount of annual investment income generated by the Trust (not counting new contributions) in any year is at least Thirty Percent (30%) more than the reimbursed Patient Care expenses in the same year, the Trust Board may place any earned income above the Thirty Percent (30%) margin into a separate research account within the Trust and use such income to begin funding and/or investing in research in procedures to repair and revive the Patients, when and if such research proposals are offered by Alcor or by others.

(d) At the end of each year, any net income which was not distributed to Alcor for Patient Care expenses, or placed in a separate research account pursuant to Paragraphs (b) and (c) above, or used for other expenses of the Trust, shall be added to principal and invested as a part thereof. (The precise definition of "end of the year" shall be part of a separate agreement between Alcor and the Trust Board.)

(e) At such time as Alcor deems that repair and revival of the Patients is feasible, the Trust shall expend whatever amounts of money are necessary to revive the Patients and reintroduce them to society, as long as on-going care of the Patients remaining in biostasis is not endangered. It is the intent of the Trust that such repair and revival proceed in such manner that ongoing Trust earnings reasonably can be predicted to provide for the eventual repair and revival of all Patients.

(f) The individuals on the Trust Board shall be reimbursed for all reasonable expenses incurred in the administration of the Trust, including transportation to meetings and, in extraordinary circumstances, reimbursement of lost income while performing Trust Board duties.

The reimbursement of the expenses of the Trust Board shall be charged against income as much as possible, except that if income is not sufficient to pay such compensation, it shall be taken from principal by majority vote of the Trust Board.

(g) The Trust shall pay all reasonable expenses of accounting and legal services on behalf of the Trust, as well as other ancillary services and expenses (printing, postage, telephone, etc.) required for the business of the Trust.

(h) At such time as the Trust Board and the Alcor Board of Directors determine that the affairs of the Trust require full-time or part-time management beyond that provided by Alcor, the Trust Board, and Investment Managers (financial institutions which manage the Trust investments), the Trust Board shall pay reasonable management expenses from the Trust without further approval of Alcor.

(i) The Trust shall pay all other reasonable expenses necessary to achieve the purposes of the Trust.

SIXTH: Duties of Alcor include:

(a) Election of the members of the Trust Board and replacement or re-election of future Trust Board members, as may be required.

(b) Appointment of one or more original Investment Managers and any successor Investment Managers until the Trust is made irrevocable. After the Trust has been made irrevocable, termination of an Investment Manager must be approved by a concurrent majority vote of each of the Trust Board and the Alcor Board of Directors, and the Alcor Board of Directors must approve by majority vote any new Investment Manager appointed by the Trust Board.

(c) The initial transfer to the Trust of the property listed in the attached Schedule A.

(d) Future contributions of funds and other property to the Trust as may be necessary for the purposes of the Trust, including the portion of each future Patient's suspension funding designated by Alcor for inclusion in the Trust.

(e) Placement of Patients into biostasis and ongoing maintenance of Patients in that state.

(f) All decisions regarding the care, safety, and location of Alcor Patients and all decisions regarding Patient Care equipment and supplies.

(g) Jointly with the Trust Board, to set criteria for reasonable Patient Care expenses and to make agreements for the prompt reporting, approval, and payment of those expenses.

(h) Periodically, as agreed upon with the Trust Board, or in emergencies, to submit to the Trust Board an itemized accounting of the Patient Care expenses which Alcor has paid or will be required to pay.

(i) To submit guidelines, suggestions, and goals for investment by the Trust to the Trust Board, including suggestions or requests for purchase of or investment in real property to be used by Alcor.

(j) Ongoing research on methods and procedures to repair and revive the Patients so as to complete the purpose of the Trust.

(k) At such time as it may be possible to repair and revive the Patients to such a condition as will allow them to be considered legally alive, functional, and independent, to then apply the procedures allowing such repair and revival to the Patients, to train the revived Patients so that they may be a part of that future society, and to assist them in their transition to an independent condition.

SEVENTH: Election and term of Trust Board:

(a) The Trust Board shall consist of five individual Trustees elected by Alcor's Board of Directors. All Trustees on this Trust Board must be Suspension Members of Alcor. Only one individual Trustee shall be a member of Alcor's Board of Directors. At least three of the individual Trustees must be related to or have had a significant personal involvement (such as a spouse or similar long-term companion) with an Alcor suspension Patient.

(b) No individual Trustee may be an employee or officer of Alcor or receive compensation from the Trust or from Alcor, except for those benefits available to any Alcor member (e.g., standby credits) or as otherwise expressly provided herein.

(c) Each individual Trustee shall be elected by a two-thirds (2/3) vote of the Alcor Board of Directors for a term of five (5) years. The terms of the individual Trustees shall be staggered to provide that no more than one individual Trustee's term expires each year. There is no limit on the number of terms an individual Trustee may serve. To establish and maintain staggered terms, the term of any individual Trustee may be made for less than five years.

(d) Any Alcor Director who is a Trustee or candidate for Trustee shall be ineligible to take part in any Alcor Board of Directors' vote to elect or remove a Trustee.

(e) Any individual Trustee may resign at any time by written notice to the Trust Board and to Alcor.

(f) A unanimous vote of the Alcor Board of Directors is required to remove an individual Trustee for any reason before his/her term has expired. No more than two (2) Trustees may be removed in any twelve (12) month period.

(g) In case of death, resignation, or removal of an individual Trustee, the Alcor Board of Directors shall by a two-thirds (2/3) vote elect a replacement individual Trustee to serve the remaining time of the original individual Trustee's term. Selection of such replacement individual Trustee shall take place at the next scheduled or special meeting of Alcor's Board of Directors or as soon thereafter as a qualified candidate may be found. Qualifications for replacement or successor individual Trustees remain the same as for the original individual Trustees.

(h) If an individual Trustee cancels his/her cryonic suspension agreement with Alcor, or if an individual Trustee who is not the Alcor Board representative is elected a Director of the Alcor Board, or if the individual Trustee who is the Alcor Board representative resigns from or is removed from the Alcor Board, that individual Trustee also will be deemed to have resigned his/her position as Trustee at the same time.

(i) Every successor individual Trustee shall have all the powers given the originally named individual Trustee. No successor individual Trustee shall be personally liable for any act or omission of any predecessor.

(j) If Alcor's Board of Directors determines that there is no qualified and acceptable individual available to fill a vacant Trusteeship slot reserved for relatives of suspension patients, an Alcor suspension member who is not a relative may be elected to act as a Temporary Trustee. A Temporary Trustee must be elected by the combined unanimous vote of all Directors on Alcor's Board of Directors and all remaining Trustees. No more than two (2) Temporary Trustees may serve at any one time.

A Temporary Trustee will serve until a qualified and acceptable relative of an Alcor suspension patient is elected as Trustee or one (1) year, whichever is the shorter period. A Temporary Trustee may serve any number of one-year terms, but each time only by the unanimous combined vote of Alcor's Board of Directors and the remaining Trustees. As in (f) above, a unanimous vote of the Alcor Board of Directors is required to remove a Temporary Trustee, except when a qualified and acceptable relative of an Alcor suspension patient is elected to fill that slot. In such case, the Temporary Trustee would immediately be removed without any further vote.

An Alcor Director cannot be a Temporary Trustee. The qualifications for Temporary Trustee shall otherwise be the same as for any other Trustee. A Temporary Trustee shall have the same duties, powers, and responsibilities as any other Trustee.

EIGHTH: Trust Board Officers

(a) The members of the Trust Board shall elect a Chairperson, Treasurer, and Secretary. No person shall hold more than one office. Elections of officers may be held as necessary, with no fixed term. An election for the position of any or all officers may be called by a majority vote of the individual Trustees at a regularly scheduled or special meeting. Duties of these officers may be as determined by the Trust Board, except that:

(1) the Secretary shall keep the minutes of the meetings and shall certify the decisions of the Trust Board as required;

(2) both the Chairperson and Treasurer shall sign the Approval of Patient Care Expenses.

(3) The Chairperson and the Treasurer shall be signatories on all Trust accounts. Checks under $2,000 may be signed by any one Trustee, Trust administrator, or Trust staff member designated as a signatory by the Trust Board. Any checks over $2,000 must be signed by two signatories, one of which must be the Chairperson or the Treasurer.

(b) Upon the resignation, removal, or death of an officer, the Trustees shall within seven (7) days elect a replacement officer.

NINTH: The duties of the Trust Board are:

(a) To hold, manage, care for, and protect the Trust estate, including the investment, sale, voting, or management of Trust property, and the delegation of such investment duties to one or more Investment Managers as may be appropriate.

(b) After the Trust becomes irrevocable, to terminate the contract of any initial Investment Manager when and if necessary, with the concurrent majority approval of the Alcor Board of Directors, and to appoint successor Investment Managers with the concurrent majority approval of the Alcor Board of Directors.

(c) Jointly with the Alcor Board of Directors, to set criteria for reasonable Patient Care expenses and to make agreements for the prompt reporting, approval, and payment of those expenses.

(d) To inspect and, by majority vote, to approve or disapprove the accountings of the Patient Care expenses submitted by Alcor for payment. The Trust Board may approve individual expense items and disapprove others.

(e) To issue an "Approval of Patient Care Expenses" document and to reimburse Alcor for approved Patient Care expenses within fourteen (14) working days of receipt of the accounting of Patient Care expenses submitted by Alcor.

The Approval of Patient Care Expenses must be signed by both the Chairperson and the Treasurer of the Trust Board. The Trust Board Secretary must certify that the Patient Care expenses being reimbursed were approved by a majority of the Trust Board.

(f) If Alcor and the Trust Board fail to agree on whether a Patient Care expense is valid, either party may call for arbitration under the guidelines of the American Arbitration Association. If such a disagreement exists and arbitration is not called for, or if such arbitration declares that the expense is not a valid Patient Care expense, Alcor may pay for the expense with its own funds outside of the Trust, and the Trust will not reimburse Alcor for any portion of such payment.

(g) To approve or disapprove by majority vote investments made by Investment Managers, as may be limited by the terms of the contract between the Trust and the Investment Managers.

(h) Notwithstanding the normal investment responsibilities of the Investment Managers, the Trust Board by unanimous vote shall have the power to direct the Trust's purchase, retention, or sale of any real property, mortgages on real property, or investment in corporations, partnerships, limited liability companies, or other legal entities formed for the purchase of real property, where such real property is to be used by Alcor. Such Trust investments or purchases made after the formation of the Trust shall not constitute more than Thirty Percent (30%) of the Trust assets, except as provided by Paragraph NINTH (l). If the Trust Board directs the retention or purchase of an asset, the Investment Manager shall have no responsibility for any loss that may occur for such investment unless such loss is specifically the result of unapproved later actions by the Investment Manager.

(i) At such time as the Trust Board determines that extra money is available to fund research as provided in Paragraph FIFTH (c), the Trust Board may approve any such expenditures, investments, or donations which it determines to be potentially useful in advancing the scientific purposes of the Trust (not to exceed the amount of research funds available) and shall prepare an "Approval of Research Distribution" document prior to any distribution of funds. A copy of the Approval of Research Distribution must be submitted to Alcor, whether or not Alcor is the recipient of the research funds.

(j) To prepare periodic reports, as may be agreed upon by Alcor and the Trust Board, of Trust income, investments, and expenditures for Alcor's Board of Directors.

(k) To prepare formal annual reports of income, investments, expenditures, and other relevant matters for Alcor's Board of Directors.

(l) The Trust Board may accept, as revocable donations, real and/or personal property of value which may be of a kind, type, quality, marketability, or diversification not considered proper for trust investments, and such donations shall not affect the percentages established for property types provided for by Paragraph NINTH (h).

TENTH: In addition, the Trust Board as Trustee shall have the following powers and, except to the extent inconsistent herewith, those now or hereafter conferred by law:

(a) To retain any property originally constituting the Trust or subsequently added thereto, and to invest and reinvest the Trust property in bonds, stocks, mortgages, notes, bank deposits, options, futures, limited partnership interests, shares of real estate investment trusts and registered investment companies (including ones that receive services from, and pay compensation to, the Investment Manager or a parent or affiliate company), or other property of any kind, real or personal, domestic or foreign, or to form any other separate legal entities to hold title to the assets of the Trust in order to carry out the substantive provisions of this Agreement.

The Trust Board may retain or make any investment without liability, even though it is not of a type, quality, marketability or diversification considered proper for trust investments;

(b) To cause any property, real or personal, belonging to the Trust to be held or registered in the Trust's name or in the name of a nominee or in such other form as the Trust Board deems best without disclosing the trust relationship;

(c) To vote in person or by general or limited proxy, or refrain from voting, any corporate securities for any purpose, except that any security as to which the Trust Board's possession of voting discretion would subject the issuing company or the Trust to any law, rule or regulation adversely affecting either the company or the Trust Board's ability to retain or vote company securities, shall be voted by a Special Trustee appointed by the Trust Board; to exercise or sell any subscription or conversion rights; to consent to and join in or oppose any voting trusts, reorganizations, consolidations, mergers, foreclosures and liquidations and in connection therewith to deposit securities and accept and hold other property received therefor;

(d) To lease Trust property for any period of time though commencing in the future or extending beyond the term of the Trust;

(e) To borrow money from any lender, extend or renew any existing indebtedness and mortgage, or pledge any property in the Trust;

(f) To sell at public or private sale, contract to sell, convey, exchange, transfer and otherwise deal with the Trust property and any reinvestments thereof, and to sell covered call options, from time to time for such price and upon such terms as the Trust Board sees fit.

(g) To employ agents, attorneys and proxies and to delegate to them such powers as the Trust Board considers desirable;

(h) To compromise, contest, prosecute or abandon claims in favor of or against the Trust;

(i) To distribute income and principal in cash or in kind, or partly in each, and to allocate or distribute undivided interests or different assets or disproportionate interests in assets, and no adjustment shall be made to compensate for a disproportionate allocation of unrealized gain for federal income tax purposes; to value the Trust property and to sell any part or all thereof in order to make allocation or distribution; no action taken by the Trust Board pursuant to this shall be subject to question by any beneficiary;

(j) To maintain or terminate any life insurance policy included in the Trust property, to pay premiums thereon, and to exercise all incidents of ownership in connection therewith;

(k) To determine in cases not covered by statute the allocation of receipts and disbursements between income and principal, except that (1) if the Trust is beneficiary or owner of an individual account in any employee benefit plan or individual retirement plan, income earned after death in the account shall be income of the Trust, and if the Trust is required to pay all Trust income to a beneficiary, the Trust Board shall collect and pay the income of the account to the beneficiary at least quarterly (and to the extent that all income cannot be collected from the account, the deficiency shall be paid from the principal of the Trust), and (2) reserves for depreciation shall be established out of income only to the extent that the Trust Board determines that readily marketable assets in the principal of the Trust will be insufficient for any renovation, major repair, improvement or replacement of Trust property which the Trust Board deems advisable;

(l) To elect, pursuant to the terms of any employee benefit plan, individual retirement plan or insurance contract, the mode of distribution of the proceeds thereof, and no adjustment shall be made in the interests of the beneficiaries to compensate for the effect of the election;

(m) To inspect and monitor businesses and real property (whether held directly or through a partnership, corporation, trust or other entity) for environmental conditions or possible violations of environmental laws; to remediate environmentally-damaged property or to take steps to prevent environmental damage in the future, even if no action by public or private parties is currently pending or threatened; to abandon or refuse to accept property which may have environmental damage; the Trust Board may expend Trust property to do the foregoing, except as limited by (a) and (e) above, and no action or failure to act by the Trust Board pursuant to this Paragraph shall be subject to question by any beneficiary;

(n) To lend money upon such terms and conditions and for such collateral as it determines is in the best interests of the Trust; and

(o) To perform other acts necessary or reasonable for the proper administration of the Trust, execute and deliver necessary instruments, and give full receipts and discharges.

ELEVENTH: Appointment of Special Trustees:

If for any reason the Trust Board is unable to act as to any property, it shall designate in writing some other qualified person or qualified corporation to act as Special Trustee to that property. Any person or corporation acting as Special Trustee may resign at any time by written notice to the Trust Board.

Each Special Trustee shall have the same powers granted to the Trust Board by this Agreement, but only for the specific purpose and length of time authorized by the Trust Board.

TWELFTH: Conduct of meetings.

(a) Trustees shall meet at least quarterly to discuss the business of the Trust and to inspect and approve or disapprove the accountings of the Patient Care expenses submitted by Alcor for payment. Telephone meetings are permitted, unless legal prohibitions exist. Special meetings may be held with 48 hours notice to all individual Trustees from the Secretary of the Trust Board by telephone, FAX, or other technology that may be approved by the Trust Board.

(b) A quorum shall consist of three (3) individual Trustees. No business shall be considered at any meeting at which a quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. If a quorum is lost during the course of a meeting, the meeting must be adjourned until such time as a quorum is present or until the next scheduled meeting.

(c) Except as otherwise specifically provided, the decision of a majority of the individual Trustees shall control; however, a minimum of three assenting votes are required to pass any action, no matter how many individual Trustees are present. A dissenting individual Trustee shall have no liability for participating in or carrying out the acts of the controlling individual Trustees.

(d) Any action which requires the unanimous approval of the Trust Board requires the assent of all individual Trustees. If all individual Trustees are not present, no unanimous approval may be obtained.

(e) Any action required or permitted to be taken by the Trust Board may be taken without a meeting, if all individual Trustees shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Trust Board. Such action by written consent shall have all the same force and effect as the unanimous vote of the Trust Board. Any certification or other document filed under the provisions of law which relates to action so taken shall state that the action was taken by the unanimous consent of the Trust Board without a meeting and that the Trust document authorizes the Trust Board to so act, and such statement shall be prima facie evidence of such authority.

THIRTEENTH: Administrative Provisions for real estate occupied by Alcor:

If the Trust estate includes any interests in real estate occupied by Alcor, the following shall apply to each property or interest therein:

(a) Alcor shall have the right to occupy and use each property at such rent and under such lease conditions as may be agreed upon, as long as it desires to do so.

(b) If such property is wholly owned by the Trust, has no debt, and is used exclusively for Patient Care, Alcor shall have the right to occupy and use such property at no rent. If the property concerned is only partially used for Patient Care, then the portion used for Patient Care shall be occupied and used at no rent, while the balance occupied and used shall be subject to Paragraph (a) above.

(c) The statement of the Trust Board that it is acting according to this Article shall fully protect all persons dealing with the Trust Board. The individual Trustees shall have no responsibility for any loss that may result from acting in accordance with this Article.

FOURTEENTH: Arbitration:

Any controversy, claim, or disagreement between the Trust Board and the Alcor Board of Directors which arises from or relates to this Trust, shall be settled in binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the judgment on the decision rendered by the arbitrator(s) may be entered and enforced by any court having jurisdiction thereof. Additionally, Alcor intends in creating this Trust that the arbitrator(s) have power to issue any provisional relief appropriate to the circumstances, including but not limited to temporary restraining orders, injunctions, and attachments. Alcor specifies that this agreement to arbitrate be irrevocable and specifies that either party is entitled to injunctive relief to terminate any litigation by the other party which breaches this agreement.

FIFTEENTH: Appointment and duties of Investment Managers.

(a) Any Investment Manager serving at any time hereunder shall be a bank or trust company qualified to accept trusts, unless an alternate arrangement is approved by unanimous vote of the Trust Board and an 80% vote of the Alcor Board of Directors.

(b) Investment Managers shall contract with the Trust to invest such assets of the Trust as the Trust Board shall place under their management, in such manner as the Trust Board shall direct.

SIXTEENTH: Independent Status

1. At any time in the life of this Trust, upon an 80% vote of the Alcor Board of Directors and a majority vote of the Trust Board, this Trust may be reorganized into a separate legal entity with its own tax-exempt status.

2. If Alcor has ceased to exist before the Trust has been granted separate legal status, and if any Patients remain in biostasis, the Trust Board may petition a court of competent jurisdiction or authority to organize the Trust as a separate legal entity.

SEVENTEENTH: Termination of Trust:

(a) The Trust Board shall take all legal steps necessary to insure that the Trust residue is used for the protection of Alcor biostasis Patients before the Trust residue is distributed for any other purpose.

(b) The Trust will terminate:

(1) at such time as the purpose of the Trust has been achieved by the revival and reintroduction to society of all Patients, or

(2) if Alcor no longer exists and the Trust has not been granted an independent legal status.

(c) Upon termination of the Trust, the Trust residue shall be distributed as follows:

(1) If Alcor remains in existence, the residue of the Trust shall be paid out to Alcor, should such a disbursement be legal under the laws of that time.

(2) If Alcor does not remain in existence or is otherwise legally unable to accept the Trust residue, the Trust Board, and Alcor (should Alcor still exist), shall attempt to determine if another appropriate organization exists which could legally accept these funds for the purposes of:

(i) continued care, revival, and rehabilitation of Patients remaining in biostasis, if any, or

(ii) if no Patients remain in biostasis, the health, education, legal protection, and welfare of revived biostasis Patients, or

(iii) if there is no need for the purposes in (i) or (ii), the general field of research in life extension and medical technologies.

(3) If an appropriate organization cannot be found, and the Trust residue is large enough to form and fund a new organization, and there is a need for such an organization, then Alcor and the Trust Board jointly, or the Trust Board alone (if Alcor does not exist) may form such an organization and transfer the Trust residue to it.

(4) If Alcor is not in existence, and the Trust Board cannot comply with subparagraphs (c)(2) or (c)(3), the Trust residue shall be distributed in whatever manner and to whatever purpose may be selected by the Trust Board, as may be limited by the laws of that time.

EIGHTEENTH: Reduction of Trust Estate:

(a) A time may arrive when 1) nearly all Patients have been revived, and 2) the few Patients remaining in biostasis are in such a damaged condition that revival is unlikely for a very long time, if ever, and 3) the Trust estate is in excess of what is reasonably necessary to maintain the remaining Patients in biostasis and revive them, should revival ever become possible. If the Trust Board or Alcor determines that such a set of circumstances may exist, either one may commission a Panel of Experts in the field of biostasis and revival to study the matter.

(b) If the Panel of Experts concludes that such circumstances do indeed exist, and if the Trust Board and Alcor each approve the judgment of the Panel of Experts by a fourth-fifths (4/5) vote, then the Panel of Experts, the Trust Board, and Alcor shall agree on the amount of funding adequate to maintain the remaining Patients in biostasis and revive them. Once this amount is determined, the Trust Board shall release any excess funding in accordance with Article SEVENTEENTH, Paragraph (c), as if the Trust were being terminated.

c) The Patients remaining in biostasis shall then be maintained in that condition as long as may be necessary for revival.

NINETEENTH: Successor Biostasis organizations:

This Trust shall be binding upon any successor organization to Alcor which continues to hold Alcor Patients in biostasis, whether such organization or company is created by Alcor, is a reformation of Alcor, or is a merger between Alcor and another organization or company. Such successor organization shall have the same rights and duties as are granted to Alcor in this Agreement.

TWENTIETH: Amendment:

While this Trust remains revocable, the Alcor Board of Directors by a two-thirds (2/3) majority vote may amend this Trust in whole or in part by instrument in writing, signed and notarized by Alcor's President and one other officer and delivered to the Trust Board. No amendment to this Trust shall increase the responsibilities or liabilities of the Trust Board or of the individual Trustees without their written approval.

The accomplishment of the purposes of this Trust will depend on developments in science and technology, in the world economy, or in other areas which cannot be predicted at this time. Such changes may render parts of this Trust irrelevant or unworkable, or may prevent the accomplishment of the purposes of this Trust. Therefore, if amendment of the Trust is necessary to accomplish the purposes of the Trust after the Trust becomes irrevocable, the Trust may be amended by a unanimous vote of the Trust Board and of the Alcor Board of Directors. The ultimate purpose of the Trust, as described in Article SECOND, shall not be changed.

TWENTY-FIRST: Revocability:

This Trust shall be revocable until a two-thirds (2/3) approval vote of the Alcor Board of Directors shall declare it to be irrevocable. Such vote must take place not longer than two (2) years after the establishment of the Trust. In lieu of such a vote, this Trust will become irrevocable and unamendable at 12:00 p.m. on May 4, 1999, except as permitted by Article TWENTIETH above.

If the Alcor Board of Directors revokes the Trust, all assets revert to the Alcor Life Extension Foundation, Inc.

TWENTY-SECOND: Governing Law and Validity:

(a) The law of Arizona shall govern the validity and interpretation of the provisions of this Agreement.

(b) Following the date when this Trust becomes irrevocable, upon a final determination by the Arizona courts, the United States Internal Revenue Service, or other legal authority that this Trust is invalid or that the transfer of funds from Alcor to the Trust is in violation of statute or regulation, this Trust is nullified and all assets revert to the Alcor Life Extension Foundation, Inc.

TWENTY-THIRD: Captions and Gender:

The number used on any Article, Paragraph, or subparagraph, or the heading of any Article, Paragraph, or subparagraph of this Agreement is for convenient reference only and is not to be construed as affecting the meaning expressed herein. In addition, whenever the context requires or admits, the gender and number of words shall be interchangeable.

TWENTY-FOURTH: Definitions:

Alcor: the Alcor Life Extension Foundation or any successor organization and the decisions of its Board of Directors, Officers, or other person in authority.

Cryonic suspension: The experimental practice of maintaining Patients currently classified as legally "dead" at extremely low temperatures for possible treatment by future medicine. Also known as cryopreservation.

Biostasis: Complete arrest of biological activity. Cryonic suspension is one form of biostasis.

Patient: An individual in cryonic suspension or other form of biostasis who is under the care and custody of Alcor Life Extension Foundation.

Patient Care: The ongoing activities required to maintain Patients in cryonic suspension or other forms of biostasis.

Suspension Member: An individual who has made the legal and financial arrangements with Alcor Life Extension Foundation for cryonic suspension or other form of biostasis, but who has not yet entered biostasis.

Suspension Funding: The money or other assets donated to Alcor at the time a "suspension member" enters biostasis and becomes a "Patient". A portion of this funding is reserved for Patient Care expenses.

Revival: The anticipated future processes of repairing Patients to such condition as will allow them to be considered legally alive, functional, and independent.