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Original Sweepstakes Trust Agreement

RESOLUTION OF THE BOARD OF DIRECTORS OF THE INTERNATIONAL ARABIAN HORSE ASSOCIATION

WHEREAS the International Arabian Horse Association, a California

non-profit corporation and the settlor and trustee of the International Arabian Breeders Sweepstakes Trust, was merged into the International Arabian Horse Association ("IAHA"), a Colorado non-profit corporation, in 1988; and

WHEREAS IAHA desires to continue the operation of the Sweepstakes Trust in accordance with the terms of the Breeders Sweepstakes Trust Agreement, dated May 1, 1984;

BE IT RESOLVED, THEREFORE, that IAHA, a Colorado non-profit corporation, hereby adopts the Breeders Sweepstakes Trust Agreement, dated May 1, 1984, as the successor to the settlor of the Trust and agrees to exercise and fulfill the rights and obligations of the settlor under the Trust Agreement; and

IT IS FURTHER RESOLVED THAT, as the successor of the settlor of the Trust, IAHA, a Colorado non-profit corporation, as the successor trustee of the Trust, in accordance with Article VII, Section 7.5 of the Trust Agreement; and

IT IS FURTHER RESOLVED THAT all actions by IAHA, a Colorado non-profit corporation, in connection with the operation and administration of the Trust since the date of the merger of the California non-profit corporation into the Colorado non-profit corporation are hereby ratified and approved.

I hereby certify that the above Resolution was adopted by the Board of Directors of the International Arabian Association, a Colorado non-profit corporation, on

THIS TRUST AGREEMENT is made and entered into this 1st day of May, 1984, by and between the International Arabian Horse Association, a California non-profit corporation ("IAHA"),in the capacity of settlor of this Trust (hereinafter referred to as the "Settlor"), and IAHA, in the capacity of trustee of this Trust (hereinafter referred to as the "Trustee").

The Settlor has transferred and delivered to the Trustee the property described on the attached Exhibit A. Such property consists entirely of the principal amount of all entry fees received by the Settlor from participants in the International Arabian Breeders Sweepstakes ("Sweepstakes"). The receipt of the property described on Exhibit A is hereby acknowledged by the Trustee. Such property, together with any additions or accretions thereof and substitutions therefor, is hereinafter sometimes referred to as the "Trust Estate." The Trustee shall hold, manage, control, invest and reinvest the Trust Estate in accordance with the authority hereinafter conferred, shall collect and receive the income therefrom and shall dispose of the income and principal of the Trust Estate as hereinafter provided. The Trust shall be known as the INTERNATIONAL ARABIAN HORSE ASSOCIATION BREEDERS SWEEPSTAKES TRUST.

The Settlor, in recognition of its obligation to the participants in the Sweepstakes, hereby establishes this Trust for the purpose of preserving and protecting the Trust Estate to insure that the principal of the Trust is used solely for the purposes of maintaining the Sweepstakes, upon the terms and conditions set forth herein. All questions shall be reso1ved accordingly and all powers and discretions of the Trustee shall be exercisable only in a manner consistent with this intent.

During the term of this Trust, the Trustee shall accept additions to the Trust, whether made by the Settlor or by other persons or entities, which represent amounts paid as entry fees (including any amounts paid as interest or as a charge for delinquent fees) by the participants in the Sweepstakes. In addition, the Settlor authorizes the Trustee to receive other additions to the Trust Estate whether made by the Settlor or by other persons or entities, by transfer or by a Will; provided, however, that no such other additions to the Trust Estate shall become effective without the consent of the Trustee then acting hereunder.

Section 4.1 Income: The income of the Trust shall be applied or expended to the payment of the administrative expenses of the Trust, and the balance of the income shall be paid to the Settlor to be used as directed by the Board of Directors of IAHA.

Section 4.2 Principal: The principal of the Trust shall be used solely to provide awards for the Sweepstakes, in accordance with the Rules and Regulations of the Sweepstakes as adopted by the Board of Directors of the Settlor ("Rules and Regulation"). The Trustee may rely upon and follow the written directives of the Settlor regarding the payment of principal. The Rules a Regulations may be changed, altered, amended or modified from time to time by the Board of Directors of the Settlor with the written consent of the Trustee; provided, however, that the and Regulations may not be changed, altered, amended or modified in any manner which would be inconsistent with the purpose o Trust, as set forth in Article II, above.

Section 4.3 Duration of Trust: This Trust shall continue as long as the Sweepstakes continues to be operated.

Income accrued on any property received by the Trustee, either at the inception of the Trust or as an addition thereto, shall be treated as income and not as principal. Any amount received as interest or as a delinquent charge with respect to an entry fee shall be treated as income, and not as principal.

The interests of any beneficiary hereunder shall not be subject to anticipation, or to voluntary or involuntary alienation. Thus, the principal and income shall be paid and distributed by the Trustee directly to or for the use of the beneficiary entitled thereto without regard to any assignment, order, attachment or claim whatever.

Section 7.1 Reports: Periodic reports shall be rendered by the Trustee to the Settlor showing all the receipts, disbursements, and distributions during the period, and the income tax basis and fair market value of the assets then held as the principal of the Trust Estate. The reports shall be rendered not less frequently than annually. The records of the Trustee with respect to the Trust Estate shall be open at all reasonable times to the inspection of the Settlor.

Section 7.2 Waiver of Bond: No bond shall be required of any Trustee or successor Trustee in any jurisdiction or if, notwithstanding this direction, bond is required, no sureties shall be required.

Section 7.3 Compensation: Arty Trustee shall be entitled to reasonable compensation for services as the Trustee. The Settlor requests that such compensation shall be comparable to charges for similar services made from time to time by professional trustees in the geographic area in which the Trustee's services are rendered and that in all events such compensation shall commensurate with the services actually performed. Any Trustee shall also be entitled to reimbursement for expenses necessarily incurred in the performance of the Trustee's fiduciary duties.

Section 7.4 Supervision: The Trust shall be administered expeditiously consistent with its terms, free of judicial intervention and without order, approval or other action of any court; provided, however, that any party in interest may seek the jurisdiction of a court of competent jurisdiction for purposes of the interpretation of the Trust and enforcement of rights hereunder. Any court which properly' interprets or enforces rights under the Trust Agreement shall not retain continuing jurisdiction over the administration of the Trust.

Section 7.5 Successor Trustee: Any Trustee may resign at any time by giving two (2) months' written notice to the Settlor. If a Trustee resigns, or for any reason fails to qualify or ceases to act, as the Trustee, then the Settlor shall appoint a successor Trustee.

Section 7.6 Obligations of Trustee: No Trustee shall obliged to examine the accounts, records and acts of a predecessor Trustee, or any allocation of the Trust Estate. No Trustee shall in any way or manner be responsible for any act or omission to act on the part of any previous Trustee. The successor Trustee shall accept, without examination or review, the accounts rendered and the property delivered by or for a predecessor Trustee. Every successor Trustee shall have all the title, powers and discretions herein given to the original Trustee.

    Section 8.1 In General:     Subject to the provisions of Section 8.3 below, in administering the Trust, the Trustee may exercise the following powers: hold, retain, invest, reinvest and manage without diversification as to kind, amount or risk of nonproductivity, in real property or personal property, and without limitation by statute or rule of law, partition, sell, exchange, grant, convey, deliver, assign, transfer, lease, option, mortgage, pledge, abandon, borrow, loan, contract, distribute in cash or kind or partly in each, hold in nominee form, continue businesses, carry out agreements, deal with himself or itself, as the case may be, other fiduciaries and business organizations in which fiduciaries may have an interest, establish reserves, release powers, and abandon, settle or contest claims; it being the Settlor's intention to authorize the Trustee to possess all of the necessary powers in order to properly administer the Trust.

    Section 8.2 Statutory Powers:     Subject to the provisions of Section 8.3 below, the Settlor grants to any Trustee administering the Trust all of the powers conferred, or provided for by The Colorado Fiduciaries' Powers Act (herein referred to as the "Act"), appearing as Part 8 of Article 1 of Title 15 of the Colorado Revised Statutes 1973, as amended, or as such Act may hereafter from time to time be amended. For purposes of administration of the Trust in any jurisdiction in which the Act is not applicable statutory law, the Act, as it exists at the time of the execution hereof, is incorporated herein and made a part hereof by reference as fully as if the same were set out at length in this instrument, and any Trustee shall have all powers conferred or provided for by the Act as incorporated herein in any such jurisdiction.

    Section 8.3 Investment Limitations:     Unless and until it receives directions to the contrary, specifically approved by an affirmative vote of three-fourths of all the then acting Directors of the Settlor, the Trustee shall invest the cash assets of the Trust only in certificates of deposit that are fully insured against loss by an agency of the Federal government or in securities that are issued by, and guaranteed by, an agency of the U.S. government. Such allowable investments include, but are not limited to:

1. Certificates of deposit with commercial banks or savings and loan institutions in amounts not in excess of the amount secured by insurance by an agency of the U.S. government;

2. U.S. treasury bills and U.S. Treasury notes;

3. U.S. Government Trust Certificates;

4. Yankee Certificates of Deposit;

5. Federal Home Bank Certificates; and

6. Federal Farm Credit Bureau Certificates.

The Trustee shall monitor the maturity dates of any investments to insure that liquid funds are available when required for payments under the Sweepstakes.

The Settlor reserves the power to amend or revoke the Trust, in whole or in part, at any time or times by a written instrument executed by the Settlor, authorized by a vote of three-fourths of the then acting Directors of the Settlor, and delivered or mailed to the Trustee then acting hereunder; provided, however, that no amendment or revocation of the trust shall be permitted which would be inconsistent with the purpose of the Trust, as set forth in Article II above. If the Trust is revoked in its entirety by the Settlor, the Trustee shall, after making adequate provisions for any remaining obligations of the Trust and the Sweepstakes deliver the balance of the Trust Estate to the Settlor and the Trustee shall execute such instruments as may be necessary or advisable to transfer title to the balance of the Trust Estate to the Settlor. No amendment hereto changing the powers, duties or compensation of the Trustee shall be effective unless approved in writing by the Trustee.

    Section 10.1 Applicable Law:     This Trust shall be governed, construed and administered according to the laws of the State of Colorado, even though Trust property is kept elsewhere than in the State of Colorado.

    Section 10.2 Headings:     All headings set forth in this Trust are intended for convenience only and shall not control or affect the meaning, construction or effect of the Trust or of any of the provisions thereof.

    Section 10.3 Duplicate Copies:     This Trust may be executed in more than one copy, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same Trust.

IN WITNESS WHEREOF, IAHA, as the Settlor, and lANA, as Trustee, have executed this Trust Agreement all on the day and year first above written.