Last Will and Testament

                                      of
                      
                              Newton G. McKelvey



          I, Newton G. McKelvey, a resident of Dade City, Pasco County, 
Florida, being of sound and disposing mind and memory and realizing the 
uncertainties of life and the certainty of death, and desiring to make 
testamentary disposition of my estate upon the event of my death,
do hereby make, declare, and publish this to be my Last Will and
Testament, hereby revokingany and all other Wills and Codicils by
me, at any time, heretofore made.


                                    First

          I do hereby direct my Executor, hereinafter named, to 
pay all my just debts (including the costs of my last illness and
funeral expenses) as soon after my death as practicable.

                                   Second

         I do hereby give, devise, and bequeath to my beloved wife,
 BLANCHE H. MCKELEY, all of my property, whether real, personal or 
mixed, and whereever located and situate, of which I may die seized 
or possessed, or to which I may be or become in any way entitled or 
have any interest, or over which I may have any power or appointment,
to be hers absolutely, without limitation or restriction.

                                   Third

       In the event my said wife, BLANCHE H. MCKELVEY, shall die 
with me in a common accident or disaster, or under such circumstances
 as may make it impossible or difficult to determine which of us
 died first, I direct that my wife, BLANCHE H. MCKELVEY,  shall 
be conclusively deemed not to have survived me.

                                  Fourth

      In the event my wife, BLANCHE H. MCKELVEY, does not survive 
me, or as provided in the Third paragraph hereof, I give, and devise
and bequeath my entire estate, whether real, personal or mixed, 
whereever located and situate, of which I may die seized or possessed,
or to which I may be or become in any way entitled or have any 
interest, or over which I may have any power or

                            (Page One of Two Pages)
--------------------------------------------------------------------------------------------

appointment, to my son, ROBERT D. MCKELVEY of Dade City,  Pasco County,
Florida, and to my daughter, MARGARET L. HINCKS of Stuart, 
Florida, in equal shares, share and share alike.

                                  Fifth

     I do hereby nominate and appoint my son, ROBERT D. MCKELVEY,
 as Executor of this my Last Will and Testament, and I do hereby
 direct that he be permitted to serve as such without the necessity
 of furnishing bond for the faithful performance of his duties.

                                  Sixth

      I do hereby now authorize and empower my Executor herein named
to hold and retain as investments of my estate all investments, 
securities and other property, real, and personal, which shall 
at the time of my death be included in my estate; to sell and 
dispose of, for the purpose of paying my debts or making distribution
or for any other purpose whatever, any or all of such property, 
either at public or private sale, for such prices and on such terms
as my Executor shall deem proper, and to reinvest the proceeds thereof
as my Executor shall see fit; to make, execute and deliver all assignments, 
transfers, and other legal documents and instruments either necessary or 
convenient for passing the title and ownership thereto, freed and 
discharged of all liens or encumbrances, without any liability on the
purchaser to see to the application of the purchase money;  to borrow
any and all sums of money, either upon the security of any and all
property at any time forming a part of my estate, or without any security, 
without first obtaining the permission of Court so to do.
      In WITNESS WHEREOF, I have hereunto set my hand and seal to this
my Last Will and Testament, on this the 16th day of May, A. D. 1968.

                                                             
                                              _______________________ (Seal)
                                                Newton G. McKelvey


SIGNED by the Testator, NEWTON G. MCKELVEY,  as his Last Will and
Testament, on this the 16th day of May, A. D. 1968, in the presence of us, 
who, at his request and in his presence and in the presence of each other, 
have hereunto set our hands and seals as attesting witnesses.


________________________________    Dade City, Florida

________________________________    Dade City, Florida

                                   (Page Two of Two Pages)