I, Beverly S. Hames² (name), of 943 Princeton Ave³ (address), Memphis⁴ (city), Shelby⁵ (county), Tennessee⁶ (state), being of sound and disposing memory, do make, publish and declare this to be my Last Will and Testament, hereby revoking any and all Wills and Codicils thereto by me at any time heretofore made.

ARTICLE I

     The executor of my estate shall pay all funeral expenses, costs of administration and other proper charges against my estate. My executor shall pay from the residue of my estate all estate and inheritance taxes assessed by reason of my death. I waive for my estate all rights of reimbursement for any payments made pursuant to this Article.  Interest and penalties concerning any tax shall be paid in the same manner as the tax.

ARTICLE II

     Provided my spouse, Herbert James Hames⁷, survives me by thirty (30) days, I give, devise and bequeath unto him/her all of my estate in whatever nature and form. I further direct that if my spouse, Herbert James Hames⁷, does not survive me by thirty (30) days, my property shall be distributed in conjunction with the following terms of this Will.

ARTICLE III

     In the event that my spouse, Herbert James Hames⁷, does not survive me by thirty (30) days, the provisions of the preceding paragraph shall be of no force or effect. In such event, my children, Wendy A. Hames⁸, Sally C. Hames⁸, and William S. Hames⁸, of 943 Princeton Ave⁹ (address), Memphis¹⁰ (city), Tennessee¹¹ (state), shall inherit my entire estate in conjunction with the following. I, therefore, give, devise and bequeath the entire amount of my adjusted gross estate to my said children or their children per stirpes, should my children not survive me. Unless specified herein, each of my children shall receive an equal share of my estate. If any or all of my children are not surviving at the time of my death, their children shall receive their respective share. In the event that any of my children are deceased and leave no children or descendants surviving them at the time of my death, I direct that my entire estate be divided equally between my surviving children, or should any of my other children not survive me, to those children�s children or descendants.

ARTICLE IV

     As special bequest to specific individuals under the terms and conditions of this Will and prior to the distribution set forth in Article III above, I wish to provide the following items to the following individuals:

ARTICLE V

     I appoint to serve without bond Herbert James Hames¹⁴, of Memphis¹⁵ (city), Tennessee¹⁶ (state), as executor of my Will if he/she is living at the time of my death. However, if he/she is not living at the time of my death or is unable to serve as executor for some reason, I then appoint Wendy A. Hames¹⁷, of Memphis¹⁸ (city), Tennessee¹⁹ (state) to serve without bond as executor of my Will in accordance with the foregoing provisions.

     In witness whereof, I have hereunder set my hand on this 15th day of August, 1996²⁰.

     On this 15th day of August, 1996²², we, the undersigned witnesses, in the presence of Beverly S. Hames²³, and in the presence of each other and upon the request of Beverly S. Hames²³, witnessed the signing and execution of what Beverly S. Hames²³ declared to be his/her Last Will and Testament, an instrument consisting of three (3) typewritten pages, and at his/her request and in his/her presence and in the presence of each other we have hereunto subscribed our names as witnesses.

AFFIDAVIT

     I, Beverly S. Hames³⁰ the testator, and we,  the undersigned, Lyle Jacobs³¹ and Shirley Jacobs³²,  the witnesses, respectively, whose names are signed to the attached and foregoing instrument, being first duly sworn, declare to the undersigned authority that said instrument is the Testator�s Will and that the Testator willingly signed and executed such instrument, or expressly directed another to sign the same in the presence of the witnesses, as a free and voluntary act for the purposes therein expressed; that said witnesses, and each of them, declare to the undersigned authority that such Will was executed and acknowledged by the Testator as the Testator�s Will in their presence and that they, in the Testator�s presence, at the Testator�s request, and in the presence of each other, did subscribe their names thereto as attesting witnesses on the date of the date of such Will; and that the Testator, at the time of the execution of such instrument, was of full age and of sound mind and that the witnesses were sixteen (16) years of age or older and otherwise competent to be witnesses.

     Subscribed, sworn and acknowledged before me by Beverly S. Hames³⁶, the Testator; and subscribed and sworn before me by Lyle Jacobs³⁷ and Shirley Jacobs³⁸, witnesses, this 15th day of August, 1996³⁹.