AGREEMENT

OF THE LIMITED LIABILITY COMPANY

§ 1

The Company’s business name is:

The Company may also use the abbreviated business name:

§ 2

The register office is located in the city of Kraków.

§ 3

1. The Company operates in Poland and abroad.

2. The Company may establish branches (subsidiaries) nationally and abroad

and other organizational units provided for by law, as well as participate in

other companies and business ventures nationally and abroad pursuant to

existing provisions of law and the articles of association.

§ 4

The duration of the Company is unlimited.

§ 5

1. The subject matter of the Company is the following:

2. Within the scope of obligation to obtain the concessions and permits required

by law, the Company will undertake business activity after obtaining a relevant

license or permit.

§ 6

1. The share capital of the Company amounts to PLN 50,000 (say: fifty thousand) and is divided into 1,000 (say: one thousand) shares, each with a nominal value of PLN 50,00 (say: fifty zlotys).

2. Each Shareholder is entitled to hold more than one share. Shares in the Company are equal and indivisible. Each share carries one vote at the shareholder meeting.

§ 7

1. Shareholders take up shares as follows:

1) Mister [__] takes up [__] (say: [__]) shares, with a nominal value PLN [__])

(say: [__]) each, i.e. of total value PLN [__] (say: PLN [__]) and for its cover

(to cover it) he makes a cash contribution in the amount of PLN [__] (say:

PLN [__]);

2) The Company with the registered office (seat) in [__], takes up [__] (say: [__]

shares, with a nominal value PLN [__]) (say: [__]) each, i.e. of total value

PLN [__] (say: PLN [__]) and for its cover (to cover it) he makes a cash

contribution in the amount of PLN [__] (say: PLN [__]).

2. A shareholder’s spouse is excluded from entering the Company solely in this respect that the Shareholder’s share or shares are covered by a matrimonial joint property. However this provision does not prejudice (shall not limit) the possibility of entering the Company by the Shareholder’s spouse on the general rules, in particular, in respect of taking up new shares, purchasing or inheriting shares.

3. A spare capital is created to which an annual net profit can be transferred in the amount determined by the resolution of Shareholders. Regardless of whether the whole surplus achieved by setting up and taking up new shares above their nominal value may be transferred into the share capital. The amount of spare capital in part established from the Company’s profit may be designated to be divided among Shareholders.

4. The Company may establish reserves (funds) to cover extraordinary losses or expenses, reserves (funds) designated for dividend payment and reserves (funds) designated to increase the share capital based on the Company’s funds.

§ 8

1. Increase in the share capital of the Company up to the amount of PLN [__] (say:

PLN [__]) in due time [__] year of, shall be made (may occur) without amending

(amendment) the articles of association – by virtue of / by resolution of

Shareholders.

2. Increase in the share capital may occur by issuing new shares or increasing the

value of the existing shares.

3. Shares in the increased share capital will be covered in cash or in kind.

4. Each time the share capital is increased, the existing Shareholders are entitled to

have the pre-emptive right to take up new shares in the increased share capital in

relation to their existing shares except the resolution on the share capital increase

provides otherwise.

AGREEMENT

OF THE LIMITED LIABILITY COMPANY (continued)

§ 9

1. A Shareholders’ resolution may impose upon the shareholders a duty to

make additional payments to the amount equal to [__]% of nominal value

of shares held on the day of passing the resolution on imposing of the

additional payments.

2. The additional payments will be imposed on and paid (made / disbursed)

by Shareholders proportionally (in proportion) to shares held.

3. The Commercial Companies Code do not apply to art. 178 § 2 and art. 179.

§10

1. Alienation (Disposal) or pledge (encumbrance) of a share or a fractional

share (a fraction thereof) requires consent of the Company granted by

resolution of Shareholders adopted by 2/3 (two thirds) votes cast about in

the presence of shareholders representing at least (no less than) 60% of the

share capital of the Company.

2. If a Shareholder intends to alienate (dispose) a share or a fractional share

(a fraction thereof) gratuitously (without payment/ at no cost), other

Shareholders are entitled to acquire them at the price (fixed) agreed by the

parties. Where there is no such agreement – at the price (fixed) established

by certified auditor appointed at the cost (expense) of both parties.

The intention of a free disposal of a share or a fractional share must be

reported (notified) by the Shareholder to another Shareholders.

3. The provisions of sections 1 & 2 of this (the) paragraph do not apply in the

case of alienation (disposal) of the share for a benefit of other Shareholder.

§11

1. A share may be redeemed with the Shareholder’s consent (agreement) by

virtue of (through / by way of) purchase (acquisition) of the share of the

Company [voluntary redemption]. Voluntary redemption may be carried out

(performed /executed) from (out of) the net profit or by decreasing

(reducing /reduction in) the share capital. The share may be redeemed

without remuneration (consideration) with the consent of a Shareholder

(upon the Shareholder’s consent).

2. Redemption of the share requires a Shareholders’ resolution. The resolution

shall stipulate (determine / specify) in particular (particularly) legal basis

(grounds) of redemption and an amount of remuneration (consideration) due

to the Shareholder for the redeemed share.

3. A Shareholder’s share may be redeemed without adopting the resolution of

the Shareholders [automatic redemption] if a Shareholder fails to participate

in any shareholders’ meetings during the financial year despite being duly

notified or does not exercise voting right during the voting held without

convening the shareholders’ meeting.

The automatic redemption is effected (is carried out / occurs) having been

specified by the binding (prevailing) regulations of the Commercial

Companies Code (the Code of Commercial Companies).

§12

Company bodies are:

1) Management Board (in the UK: Board of Directors)

2) Shareholders’ Meeting.

AGREEMENT

OF THE LIMITED LIABILITY COMPANY (continued)

§ 13

1. The Management Board of the Company consists of 1 to 3 [between 1 and 3] members appointed and dismissed [removed] by [__]

2. The Management Board is appointed for an unidentified period of time.

A mandate of a member of the Management Board expires only [solely] in the event of death, resignation or removal [dismissal] of the member. Art. 202 § 1 and 2 of the Commercial Companies Code does not apply.

§ 14

1. All matters not reserved for the Shareholders’ Meeting are undertaken by the Management Board [Board of Directors].

2. Where [If] the Management Board consists of more than one person, each member of the Management Board is entitled to submit [make] statements of intent on behalf of the Company individually.

§ 15

1. Shareholders’ Resolutions are adopted at a Shareholders’ Meeting.

2. Resolutions may be adopted without holding a Shareholders’ Meeting with all Shareholders’ consent in writing to a decision to be adopted or to a voting in writing. The decision does not apply if the provisions of the Commercial Companies Code exclude a possibility of a voting in writing.

3. The Shareholders may take part in the Shareholders’ Meeting and exercise their voting right in person or through (their) proxies. A member of the Management Board and an employee of the Company may not be a proxy at a Shareholders’ Meeting. The power of attorney shall be granted in writing under/on pain of nullity [invalidity] and enclosed to the minutes [a minutes’ book].

4. A Shareholder may not vote, neither in person [personally] nor through a proxy or as somebody else's proxy on (the adoption of) resolutions concerning [relating to] his/her responsibility towards the Company for any titles, including granting the acknowledgement of the fulfilment of duties, exemption from the obligation to the Company and a dispute between him/her and the Company.

………

§ 17

1. Shareholders’ Resolutions require:

3) examination and approval of financial statements for the previous financial year and the Management Board report [report of Management Board] on the Company’s operations for the given financial year;

4) granting the acknowledgement of the fulfilment of duties by members of the Company’s bodies [organs];

5) distribution of profit and coverage of losses;

6) increasing or decreasing the Company’s share capital;

7) amendment to the articles of association, including a change of the object of the Company’s operations;

8) disposal or lease of an undertaking [enterprise] or organized part of the Company’s assets [property] and establishment of a right of a usufruct thereon;

9) winding up and liquidation of the Company;

10) decisions on making claims of redressing damage inflicted upon a formation of a Company or while [upon] exercising management or supervision;

11) establishing and reimbursement of additional payments;

12) redemption of shares;

13) merger, division or transformation of the Company;

14) other matters reserved solely for the competence to Shareholders’ Meeting herein and in the Commercial Companies Code.

2. The disposal of rights [regulation by law] or the commitment of expenditure [incurring liabilities] to benefits, whose value is [exceeds] twice the amount of the share capital does not require the Shareholders’ resolution as referred to in Article 230 of the Commercial Companies Code.

3. The acquisition and disposal of real estate, perpetual usufruct, participation in real estate do not require the Shareholders’ resolution.