[EnglishTranslation]

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will coordinate all the work on behalf of the Company and on behalf of FASHION SERVICE Sp. z o.o.

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will participate in all project works and workshops, will ensure access to the Company’s and FASHION SERVICE Sp. z o.o.’s employees.

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will organize the meetings necessary to conduct project works, will monitor the course of works on the part of FASHION SERVICE Sp. z o.o., specifically the pace of implementing repair works.

2.

Employees of Ernst & Young will receive without excessive delay all information relating to the Company and FASHION SERVICE Sp. z o.o. related to the works under the project, collected in a complete manner and reflecting the factual situation.

3. 

Employees of Ernst & Young will be offered, within a proper deadline, with appropriate working conditions and the materials necessary to provide the Services, including premises with an Internet and telephone access.

4

The management and employees of the Company and FASHION SERVICE Sp. z o.o. will designate enough time to Ernst & Young employees to provide the required information.

5

Meetings with the Company’s and FASHION SERVICE Sp. z o.o.’s employees will be scheduled without any unnecessary delay and in the event of delays, the Project Coordinator will undertake to arrange the meeting as quickly as possible.

6

The Project Director and Coordinator will participate in regular meetings and/or teleconferences relating to the work status and Project issues arising in respect of the Company and FASHION SERVICE Sp. z o.o.

7

Ernst & Young will receive all help from the Company in respect of any issues related to the Project, and specifically all agreed remedial actions will be implemented in a timely manner both in the Company and in FASHION SERVICE Sp. z o.o.

8.

Issues reported as obstructing the completion of the project will be resolved on a current basis both by the Company and by FASHION SERVICE Sp. z o.o., and in case of difficulties, the Ernst & Young team will be informed immediately of the difficulties which arise and on the assessment of their impact on other activities that are part of the project schedule.

1.

The Services provided by Ernst & Young are of an advisory nature and are aimed at granting the Company support in respect of reviewing the internal control procedures of selected business processes within the Company. The Company accepts its exclusive responsibility for all decisions relating to designing, modifying and implementing internal control procedures, including, among other things, in respect of all transactions concluded by the Company. The decision as to further proceedings in issues referred to in a given Deliverable submitted by Ernst & Young lies exclusively with the Company. Ernst & Young is only responsible for identifying, documenting and the appropriate submission of Ernst & Young’s conclusions and recommendations; Ernst & Young may help implement the recommendations; however, this task lies exclusively with the Company;

2. 

 There is no one standard according to which risk management and practices are evaluated. In practice, the methodologies and approach to the evaluation, management and control of risk show significant differences. The process of evolution and new improved procedures is ceaseless, and the classification of the policies and procedures as effective or as best practices is subjective and discretionary;

3. 

A review of the designed risk control procedures covers several possibilities, including achieving a compromise, taking into consideration the possible theoretical approaches, availability of data, management preferences, the system’s abilities and limitations related to implementing the solutions.

a)

does not perform procedures for monitoring internal controls or any control activities which have an impact on the exercise of transactions and ensure that the transactions are appropriately conducted and/or registered and no routine actions are performed related to the Company’s operating and manufacturing processes which would be equivalent to ensuring compliance or ensuring quality;

b)

does not specify which recommendations for enhancing the internal control system - if those are the result of the work of consultants - should be implemented;

c)

does not act on behalf of the management or the Internal Audit Director in communication with the Management Board or the Audit Committee;

d)

does not authorize or exercise transactions or act in any other way on behalf of the Company;

e)

does not prepare source documentation of the transaction, i.e. the Company’s accounting documentation, does not authorize third party invoices, etc.;

f)

does not manage or administer assets;

g)

does not approve and is not responsible for the internal audit plan, including the risk assessment, specifying the project scope and priorities and the frequency of audit procedures;

h)

does not act as the equivalent of a Management Board member or the Company’s employee.

3.

The Company’s Management Board is responsible for:

a)

establishing and maintaining an effective internal control system including monitoring on-going activities;

b)

ensuring the appropriateness of internal control documentation and its maintenance.

c)

identification of all legal regulations and provisions relating to the Company’s operations.