ACKNOWLEDGMENT

Grant of Exclusive power of attorney to conduct all

taxing, business, and legal affairs of principal person.

POWER OF ATTORNEY

1)      ALL CAPITAL NAME, DEBTOR, ADDRESS IN ALL CAPITAL LETTERS with ZIP CODE, does hereby appoint Upper and Lower Christian Name, Creditor, c/o address upper and lower case city and state [Zip Code] as my attorney in fact, to take exclusive charge of, manage, and conduct all of my tax, business and legal affairs, and for such purpose to act for me in my name and place, without limitation on the powers necessary to carry out this exclusive purpose of attorney in fact as authorized:

(A)   To take possession of, hold, and manage my real estate and all other property;

(B)   To receive money or property paid or delivered to me from any source;

(C)    To deposit funds in, make withdrawals from, or sign checks or drafts against any account standing in my name individually or jointly in any bank or other  depository, to cash coupons, bonds, or certificates of deposits to endorse checks, notes or other documents in my name; to have access to, and place items in or remove them from, any safety deposit box standing in my name individually, and otherwise to conduct bank transactions or business for me in my name;

(D)  To pay my just debts and expenses, including reasonable expenses incurred by my attorney in fact (Upper and lower case), in exercising this exclusive power of attorney;

(E)    To retain any investments, invest, and to invest in stock, bonds or other securities, or in real estate or other property;

(F)   To give general and special proxies or exercise rights of conversion or rights with respect to shares or securities, to deposit shares or securities with, or transfer them to protective committees or similar bodies, to join in any reorganization and pay assessments or subscriptions called for in connection with shares or securities;

(G)  To sell, exchange, lease, give options, and make contracts concerning real estate or other property for such considerations and on such terms as my attorney in fact (Upper and Lower Case), may consider prudent;

(H)    To improve or develop real estate, to construct, alter, or repair building structures and appurtenances or real estate; to settle boundary lines, easements, and other rights with respect to real estate; to plant, cultivate, harvest, and sell or otherwise dispose of crops and timber, and do all things necessary or appropriate to good husbandry;

(I)     To provide for the use, maintenance, repair, security, or storage of my tangible property;

(J)    To purchase and maintain such policies of insurance against liability, fire, casualty, or other risks as my attorney in fact (Upper and Lower Case) may consider prudent;

                           The Creditor, (Upper and Lower Case), named herein on the Form UCC1 and Commercial Security Agreement filed with the Secretary of State of Texas is authorized by law to act for and in control of the DEBTOR, ALL CAPITAL LETTERS or any derivative thereof.  In addition, through the exclusive power of attorney to contract for all business and legal affairs of the principal person, ALL CAPITAL LETTERS, DEBTOR.

                            The term “exclusive” shall be construed to mean that while these powers of attorney are in force, only my attorney in-fact may obligate me in these matters, and I forfeit the capacity to obligate myself with regard to same.  This grant of Exclusive Power is Irrevocable during the lifetime of the Creditor (Upper and lower case letters).

                            Executed and sealed by the voluntary act of my own hand, this ______ day of May 2001.  I am

This instrument was prepared by (Upper and lower case name).

Acceptance:

ALL CAPITAL LETTER NAME, GRANTOR

Debtor Signature

                                                                                                    I, the above named exclusive attorney-in fact,

                                                                                                    do hereby accept the fiduciary interest of the

                                                                                                    herein-named Debtor-Grantor and will execute

                                                                                                    the herein-granted powers-of-attorney with due

                                                                                                    diligence.

                                                                                                __________________________________________

                                                                                               (Upper and Lower), Secured Party, Attorney in fact

Witnesses:

_______________________                   ________________________

           

 

 

Dallas county                     ]

                                           ]                             ss:

Texas state                        ]

 

 

Upper and Lower Case Name, known by Me or made known for Me by proper identification and duly sworn and subscribed in My presence this _____ day of May 2001.

 

 

_______________________________________

Notary  ____________________________

             ____________________________

                                                                                                                             Seal

 

_______________________________________

My Notary Expires