Citigroup (C)

Article 6 (Management of Company Property, etc.)

6.1 From the date of this Agreement to the Effective Date, NCC shall conduct its business and manage and operate its property with the duty of care and diligence of a good manager, in accordance with its ordinary and usual practice, and in substantially the same manner as customarily conducted, and if NCC intends to engage in any course of action which may have a material impact on its property, rights or obligations, such course of action may only be performed after consultation with CJH and having received its consent thereto. From the date of this Agreement to the Effective Date, NCC shall not issue or allot any new NCC Shares or share purchase warrants (shinkabu yoyaku-ken) or dispose of any treasury shares or share purchase warrants unless required by law or the terms of NCC share purchase warrants (shinkabu-yoyaku-ken) or rights to purchase shares (shinkabu-hikiuke-ken), or split its shares.

6.2 From the date of this Agreement to the Effective Date, CJH shall conduct its business and manage and operate its property in such a manner as will not in any way interfere with its ability to consummate the Share Exchange and fulfill its other obligations under this Agreement. CJH represents and warrants that as of the Effective Date it will own beneficially and of record sufficient Citigroup Shares, without any security interests or other encumbrances, to deliver all Citigroup Shares to be issued in the Share Exchange in accordance with Article 2.1.

6.3 With respect to the starting date of maintenance of absorbing merger agreement and others (kyushugappei-keiyaku-to bichikaishi-bi), NCC shall cause Article 782, Paragraph 2, Item 1 of the Corporate Law to apply to the Share Exchange unless otherwise agreed between CJH and NCC.

Article 6     (Management of Company Property, etc.)

6.1            From the date of this Agreement to the Effective Date, NCC shall conduct its business and manage and operate its property with the duty of care and diligence of a good manager, in accordance with its ordinary and usual practice, and in substantially the same manner as customarily conducted, and if NCC intends to engage in any course of action which may have a material impact on its property, rights or obligations, such course of action may only be performed after consultation with CJH and having received its consent thereto. From the date of this Agreement to the Effective Date, NCC shall not issue or allot any new NCC Shares or share purchase warrants (shinkabu yoyaku-ken) or dispose of any treasury shares or share purchase warrants unless required by law or the

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<English Translation>

terms of NCC share purchase warrants (shinkabu-yoyaku-ken) or rights to purchase shares (shinkabu-hikiuke-ken), or split its shares.

6.2           From the date of this Agreement to the Effective Date, CJH shall conduct its business and manage and operate its property in such a manner as will not in any way interfere with its ability to consummate the Share Exchange and fulfill its other obligations under this Agreement. CJH represents and warrants that as of the Effective Date it will own beneficially and of record sufficient Citigroup Shares, without any security interests or other encumbrances, to deliver all Citigroup Shares to be issued in the Share Exchange in accordance with Article 2.1.

6.3           With respect to the starting date of maintenance of absorbing merger agreement and others (kyushugappei-keiyaku-to bichikaishi-bi), NCC shall cause Article 782, Paragraph 2, Item 1 of the Corporate Law to apply to the Share Exchange unless otherwise agreed between CJH and NCC.