Agreement for taking over a debt and accession into a loan debt dated December 23, 2008, among Bank Wspolpracy Europejskiej Spolka Akryjna, Fashion Service s.p. z.o.o. and Sunset Suits S.A

Blazej Kochanski – Management Board Member

Robert Leszczewicz – Management Board Member hereinafter called “the Bank”

“FASHION SERVICE" Spólka z ograniczona odpowiedzialnoscia with its registered office at ul. Garbary 57, 61-758 Poznan, Regon 300712607, NIP (Tax Identification Number) 778-14-50-551, entered in the Register of Businesses of the National Court Register in Poznan, the 21^st Business Department of the National Court Register with the number KRS 0000294354,

“SUNSET SUITS" Spólka Akcyjna with its registered office at ul. Garbary 57, 61-758 Poznan, Regon 300388584, NIP (Tax Identification Number) 778-143-92-59, entered in the Register of Businesses of the National Court Register in Poznan, the 21^st Business Department of the National Court Register with the number KRS 0000265620,

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The Original Borrower’s consent to the take-over of the debts referred to in §2 is attached hereto.

The declaration of submission to enforcement signed by the Entity Taking Over the Debt under art. 97, clause 1 and 2 of the Banking Law (consolidated text, Journal of Laws no. 72 of 2002 no. 665 as amended), hereinafter called "the Banking Law", is attached hereto.

The declaration of submission to enforcement signed by the Entity Acceding into the Debt under art. 97, clause 1 and 2 of the Banking Law is attached hereto.

The Entity Acceding into the Debt declares that it is familiar with the contents of the loan agreements and the Agreement referred to in §1, clause 1, 2 and 3 hereof and the annexes thereto.

The Parties agree that the Entity Taking Over the Debt shall repay the outstanding principal of each of the debts taken over as described in §1, clause 1, 2 and 3 hereof in the period from 21 December 2008 to 21 January 2012 in monthly instalments payable by the 21^st day of each calendar month as follows:

Under the Preference investment loan agreement no. 13001049-18555-039-1997 dated 30.12.1997, amended by the annexes no. 01/98 dated 25.03.1998, no. 02/98 dated 31.03.1998, no. 03/98 dated 31.03.1998, no. 04/98 dated 21.05.1998, no. 05/98 dated 15.06.1998, no. 06/98 dated 17.07.1998, no. 07/98 dated 29.10.1998, no. 08/98 dated 10.12.1998, no. 09/99 dated 21.01.1999, no. 10/99 dated 29.11.1999, no. 11/2000 dated 06.03.2000, no. 12/2000 dated 03.07.2000, no. 13/2000 dated 01.09.2000, no. 14/2001 dated 01.03.2001, annex no. 1/2002 dated 28.01.2002, annex no. 2 dated 31.01.2006 and annex no. 3/2006 dated 30.06.2006

USD 1,972.00 by 23 December 2008;

36 monthly instalments shall be payable in the period from 21 January 2009 to 21 December 2011 in accordance with the following schedule:

The last instalment of USD 51,013.93 shall be payable on 21 January 2012.

Under the Investment loan agreement no. 13001049-18555-037-1998 dated 04.12.1998, amended by annex no. 1/2001, annex no. 2/2002 dated 28.01.2002, annex no. 3 dated 31.01.2006 and annex no. 4/2006 dated 30.06.2006

PLN 63,885.00 by 23 December 2008

36 monthly instalments shall be payable in the period from 21 January 2009 to 21 December 2011 in accordance with the following schedule:

• The last instalment of PLN 1,649,321.15 shall be payable on 21 January 2012.

Under the special purpose working capital loan agreement no. 13001049-18555-18- 2000 dated 11.10.2000, amended by annex no. 1/2001, annex no. 2/2002 dated 28 January 2002, annex no. 3 dated 31.01. 2006, and annex no. 4/2006 dated 30.06.2006

• USD 8,777.64 by 23 December 2008

• 36 monthly instalments shall be payable in the period from 21 January 2009 to 21 December 2011 in accordance with the following schedule:

The interest on the loans (the principal part of debts taken over) is variable and amounts to:

With respect to the Preference Investment Loan Agreement no. 13001049-18555-039- 1997 dated 30.98.1997, amended by the annexes no. 01/98 dated 25.03.1998, no. 02/98 dated 31.03.1998, no. 03/98 dated 31.03.1998, no. 04/98 dated 21.05.1998, no. 05/98 dated 15.06.1998, no. 06/98 dated 17.07.1998, no. 07/98 dated 29.10.1998, no. 08/98 dated 10.12.1998, no. 09/99 dated 21.01.1999, no. 10/99 dated 29.11.1999, no. 11/2000 dated 06.03.2000, no. 12/2000 dated 03.07.2000, no. 13/2000 dated 01.09.2000, no. 14/2001 dated 01.03.2001 , annex no. 1/2002 dated 28.01.2002, annex no. 2 dated 31.01.2006 and annex no. 3/2006 dated 30.06.2006 – the variable LIBOR rate for one-month interbank deposits in USD plus the Bank’s margin of 5.00 percentage points p.a.;

With respect to the Special Purpose Working Capital Loan Agreement no. 13001049- 18555-18-2000 dated 11.10.2000, amended by annex no. 1/2001, annex no. 2/2002 dated 28 January 2002, annex no. 3 dated 31.01. 2006, and annex no. 4/2006 dated 30.06.2006 - the variable LIBOR rate for one-month interbank deposits in USD plus the Bank’s margin of 5.00 percentage points p.a.;

With respect to the Investment Loan Agreement no. 13001049-18555-037-1998 dated 04.12.1998, amended by annex no. 1/2001, annex no. 2/2002 dated 28.01.2002, annex no. 3 dated 31.01.2006 and annex no. 4/2006 dated 30.06.2006 – the variable WIBOR rate for one-month deposits plus the Bank’s margin of 5.00 percentage points p.a.

The interest on the loan (the principal part of debts taken over) shall be calculated at the market rate referred to in clause 2, determined two business days before the date of the interest rate change, plus the margin referred to in clause 2. The interest rate shall be updated on the first business day of a month and shall be valid until the day preceding the date of the subsequent change.

Interest shall be accrued monthly and payable by the 21^st day of each consecutive calendar month.

In the case of overdue debt, the Bank shall increase the margin referred to in §6, clause 2, letters a, b and c to 6.00 percentage points p.a.

The Entity Taking Over the Debt, the Entity Acceding into the Debt and the guarantors shall be informed about changes in the interest rate on the loan (the principal part of debts taken over) in the following manner:

Information on changes in the margin introduced in accordance with the principles set out herein shall be sent by the Bank by registered letter with return receipt.

A change in the interest rate on the loan (the principal part of debt taken over) does not require an annex to this Agreement or notification of persons being the Bank’s debtors with respect to the loan repayment security other than guarantors.

The Entity Taking Over Debt shall make the repayments referred to in clause 1 to the Bank’s account no.:

In the case of the Preferential Investment Loan Agreement no. 13001049-18555-039- 1997 dated 30.12.1997 as amended:

IBAN PL62 1300 1049 0000 0045 0411 8796

In the case of the Investment Loan Agreement no. 13001049-18555-037-1998 dated 04.12.1998 as amended:

IBAN PL28 1300 1049 0000 0045 0411 0096

In the case of the Special Purpose Working Capital Loan Agreement no. 13001049- 18555-18-2000 dated 11.10.2000 as amended:

IBAN PL78 1300 1049 0000 0045 0411 8896

The Bank shall charge interest calculated at the variable interest rate applied by the Bank to overdue debt on the principal part of debt taken over, which has not been repaid in time, for the period from the day on which the repayment was due until the day preceding the actual repayment.

The interest on overdue debt is calculated based on 4 times the NBP Lombard loan rate. The interest rate on overdue debt is changed in line with changes in the Lombard loan rate announced by the National Bank of Poland.

The Parties confirm that the Bank has the following security, which shall remain in force after the signing of this Agreement for Taking over the Debt with respect to the loan agreement no. 13001049-18555-039-1997 dated 30.12.1997 as amended, the loan agreement no. 13001049-18555-037-1998 dated 04.12.1998 as amended and the loan agreement no. 13001049-18555-18-2000 dated 11.10.2000 as amended, as well as with respect to the Loan Repayment Agreement dated 31 January 2006 relating to the Framework Agreement no. 13001049-18555-01F-1998 as amended.

Ordinary mortgage in the amount of PLN 2,000,000.00 on a developed property located in Krzyzanów, for which the District Court in Srem maintains land and mortgage register KW no. 31614, and assignment of rights under the property insurance contract for the amount of at least PLN 6,000,000.00 with an authenticated date;

Ordinary mortgage in the amount of PLN 3,000,000.00 on a developed property located in Krzyzanów, for which the District Court in Srem maintains land and mortgage register KW no. 31614, and assignment of rights under the property insurance contract for the amount of at least PLN 6,000,000.00 with an authenticated date;

Ordinary mortgage in the amount of PLN 4,500,000.00 on a developed agricultural property located in Krzyzanów, for which the District Court in Srem maintains land and mortgage register KW no. 25114, shall remain in force based on the statement of Ewelina Ligocka - Kranik made in accordance with art. 525 of the Civil Code, granting consent for further existence of the mortgage, dated 19 December 2008;

Capped mortgage up to the amount of PLN 500,000.00 on a property located in Blocisze, Srem commune, for which the District Court in Srem maintains land and mortgage register KW no. 33327, shall remain in force based on the statement of Ewelina Ligocka – Kranik and Miroslaw Kranik made in accordance with art. 525 of the Civil Code, granting consent for the further existence of the mortgage, dated 19 December 2008;

Capped mortgage up to the amount of PLN 500,000.00 on a property located in Krzyzanów, for which the District Court in Srem maintains land and mortgage register KW no. 29129, shall remain in force based on the statement of Ewelina Ligocka – Kranik and Miroslaw Kranik made in accordance with art. 525 of the Civil Code, granting consent for further existence of the mortgage, dated 19 December 2008;

In connection with the Entity Acceding into the Debt and the Entity Taking Over the Debt increasing their capital by means of a non-cash contribution made by Miroslaw Kranik in the form of assets of SUNSET SUITS Men’s Fashion Moda Meska, new security for repayment of the liabilities under this agreement is established in the form of:

Fiduciary transfer of ownership of machinery and devices to the amount of PLN 958,677.45, which constitute the property of “FASHION SERVICE” Spólka z ograniczona odpowiedzialnoscia and are located in the plants in Krzyzanów, and assignment of rights under the insurance contract with an authenticated date;

Fiduciary transfer of ownership of raw materials, materials, work in progress and goods for resale to the amount of PLN 2,200,000.00, which constitute the property of “FASHION SERVICE” Spólka z ograniczona odpowiedzialnoscia and are located in the plants in Krzyzanów, and assignment of rights under the insurance contract;

Fiduciary transfer of ownership of goods for resale with the value of PLN 6,150,000.00 calculated on the basis of retail prices, which constitute the property of “SUNSET SUITS” Spólka Akcyjna and are kept for sale in the retail outlets of “SUNSET SUITS” Spólka Akcyjna, and the assignment of rights under the insurance contract.

In order to enhance the security, an additional security of the liabilities of the Entity Acceding into the Debt and the Entity Taking Over the Debt has been established in the form of a warranty based on civil law provisions issued by Miroslaw Kranik and Ewelina Ligocka – Kranik and their voluntary declaration of submission to enforcement.

The documents relating to the establishment of the above-mentioned security constitute an integral part hereof.

The costs of adapting and updating the security in connection with this Agreement shall be borne by the Entity Taking Over the Debt.

This Agreement for taking over the debt and acceding into the debt does not constitute a novation, and the liabilities resulting from the loan agreement no. 13001049-18555- 039-1997 dated 30.12.1997 as amended, the loan agreement no. 13001049-18555- 037-1998 dated 04.12.1998 as amended and the loan agreement no. 13001049- 18555-18-2000 dated 11.10.2000 as amended shall not expire and the provisions of these agreements shall remain in force with respect to matters not regulated in this agreement.

In matters not regulated in this agreement, the provisions of the Banking Law, the Civil Code, the Land and Mortgage Register Law and other applicable provisions of the Polish law shall apply.