3.

DUTY OF THE LENDING MANAGER THE SOLE DUTY OF THE Lending Manager, other than as hereinafter specified, shall be to receive said funds and hold them subject to release in accordance with written instructions, and the Lending Manager shall be under no duty to make certain that the Company is complying with any requirements in tendering to the Lending Manger said proceeded of the sale of securities. 4. RELEASE OF FUNDS The Lending Manager shall hold all funds received subject to the terms and conditions of the lending and borrowing agreement under transaction code XXXX Upon receipt by the Lending Manager of and when the Lending Manager has collected and has on hand cash of cash items not less than the said sum; the Lending manager shall immediately proceed with the research, clearing and settlement, banking and stock exchange operations, purchasing of the test tranche of the bank instrument mentioned in the agreement for the bank instrument issued BY XXBANK 5. DURATION AND TERMINATION This escrow shall terminate one (1) month from the date first appearing above unless extended by the consent of the parties hereto or at the moment that the transaction will be closed. 6. INSTRUCTION TO THE LENDING MANAGER The Lending Manager will: I. Return the sum deposited, as described in article 3 and 23, to the Client after successful performance and closing of the lending and borrowing agreement under transaction codeXXXX II. Retain the sum deposited to the Company if any nonperformance has occurred from the Client following the Lending and borrowing agreement under transaction code covering the research, clearing and settlement, banking and stock exchange operational expenses. 7. CONTROVERSY If any controversy arises between the parties hereto or with any third person, the lending Manager shall not be required to resolve the matter or to take any action, but may await the settlement of any such controversy by final appropriate legal proceedings, or otherwise as the Lending Manager may require, or the Lending Manager may in its discretion, institute such appropriate interpreter or other proceedings in connection therewith as it may deem proper, notwithstanding anything in this agreement to the contrary. In any such event, the Lending Manager shall not be liable for interest or damages to any of the parties. 8. LENDING MANAGER LIABILTIY The Lending Managers obligations and duties in connection herewith are confined to those specifically enumerated in this Agreement. The Lending Manager shall not be in any manner liable or responsible for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it or with reference to the form of execution thereof, or the identity , authority or rights of any person executing or depositing same, and the Lending Manager shall not be liable for any loss that may occur by reason of forgery, false representation, or the exercise of its discretion in any particular manner or for any other reason, except for its own negligence or willful misconduct. All parties hereby agree to hereby fully indemnify the Lending Manager and to hold the Lending Manager harmless of any loss, liability, damage and/or expenses and costs incurred by the Lending Manager while acting in the performance of his duties hereunder provided that such loss, liability, damage and/or expenses and cost are not caused by purpose or negligence of the Lending Manager.

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