ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT
      (this
“Agreement”) is made as of December___, 2006, by and among Manas Petroleum
      Corporation (f/k/a Express Systems Corporation), a Nevada corporation (the
      “Company”), the parties listed as “Purchasers” on the signature pages hereto
      (the “Purchasers”), and Rubin, Bailin, Ortoli LLP, as Escrow Agent (the “Escrow
      Agent”). Capitalized terms used but not defined herein shall have the meanings
      assigned to them in the Securities Purchase Agreement referred to in the first
      recital or the Share Exchange Agreement referred to in the fourth recital,
      as
      applicable.

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the
      Purchasers have agreed to purchase from the Company, severally and not jointly
      with the other Purchasers, up to an aggregate of $10,000,000 of the Units on
      the
      Closing Date as set forth in the Securities Purchase Agreement (the “Purchase
      Agreement”) dated the date hereof between the Purchasers and the Company, which
      securities will be issued under the terms and conditions contained herein and
      in
      the Purchase Agreement; 

     

    WHEREAS,
      the
      consummation of the purchase and sale of the Units under the Purchase Agreement
      is subject to certain conditions, including without limitation, the receipt
      by
      the Company of a Fund Balance Notice (as defined in Section 1.2);

     

    WHEREAS,
      the
      Company and the Purchasers have requested that the Escrow Agent hold the
      Subscription Amounts received from the Purchasers under the Securities Purchase
      Agreement in escrow until the Escrow Agent has received a Release Notice in
      substantially the form attached hereto as Annex
      A
      (the
“Release Notice”) from the Company; and

     

    WHEREAS,
      the
      Company, DWM Petroleum, a Swiss corporation (“DWM”), and Exchanging Shareholders
      of DWM entered into a Share Exchange Agreement (the “Exchange Agreement”) on
      November 23, 2006, which agreement provides, among other things, as a condition
      to the consummation of the acquisition (the “Acquisition”) of shares of DWM,
      that the Escrow Agent has received from the Purchasers a minimum of $10,000,000
      in subscriptions under the Purchase Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the covenants and mutual promises contained herein and other
      good and valuable consideration, the receipt and legal sufficiency of which
      are
      hereby acknowledged and intending to be legally bound hereby, the parties agree
      as follows:

     

    TERMS
      OF THE ESCROW

     

     

    1.1. The
      parties hereby appoint Rubin, Bailin, Ortoli LLP as Escrow Agent under this
      Agreement and agree to pay the Escrow Agent a fee of $10,000 USD (“Escrow
      Agent’s Fee”). The parties hereby agree to establish an escrow account with the
      Escrow Agent whereby the Escrow Agent shall, subject to the terms of this
      Agreement, hold the funds for the purchase of up to an aggregate of $10,000,000
      as contemplated by the Purchase Agreement.

     

     

    1.2. Upon
      the
      Escrow Agent’s receipt of at least $10,000,000 in Subscription Amounts, the
      Escrow Agent shall telephonically or by e-mail provide notice (a “Fund Balance
      Notice”) to the Company of the aggregate amount of funds it has received into
      its master escrow account.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (a) As
      provided in the Purchase Agreement, after receipt of a Fund Balance Notice
      indicating that the Escrow Agent has received an aggregate amount of at least
      $10,000,000, the Company, at its sole option, may, at any time on or prior
      to
      January 31, 2007, agree to a Closing under the Exchange Agreement. If the
      Company agrees to such a Closing upon at least $10,000,000, and assuming that
      all of the other Closing conditions in the Exchange Agreement and Purchase
      Agreement have been or, concurrently with the Closing, will be satisfied, the
      Company shall provide an executed Release Notice to the Escrow Agent,
      indicating, among other things, that all conditions to the Closing of the
      Acquisition and Closing under the Purchase Agreement have been
      satisfied.

     

    1.3. Upon
      receipt of an executed Release Notice from the Company and the Escrow Agent,
      the
      Escrow Agent shall wire the aggregate Subscription Amounts then being held
      by it
      less the Escrow Agent’s Fee to the Company. All Subscription Amounts received by
      the Escrow Agent, from the time of such election until the close of business
      on
      January 31, 2007 (unless such date has been extended by the Company and the
      Placement Agents), shall be wired by the Escrow Agent to the Company promptly
      after written request of the Company. 

     

    1.4. Wire
      transfers to the Company shall be made pursuant to written instructions from
      the
      Company provided to the Escrow Agent.

     

    1.5. Notwithstanding
      anything contained herein to the contrary, if, on or prior to January 31, 2007,
      the Company elects to close the Acquisition after receiving a Fund Balance
      Notice indicating that the Escrow Agent has received an aggregate of at least
      $10,000,000, and assuming all other conditions to Closing have been satisfied,
      then the Company will take all actions necessary to cause the fully executed
      Release Notice to be delivered to the Escrow Agent. 

     

    ARTICLE
      II

    MISCELLANEOUS

     

    2.1. No
      waiver
      or any breach of any covenant or provision herein contained shall be deemed
      a
      waiver of any preceding or succeeding breach thereof, or of any other covenant
      or provision herein contained. No extension of time for performance of any
      obligation or act shall be deemed an extension of the time for performance
      of
      any other obligation or act.

     

    2.2. All
      notices or other communications required or permitted hereunder shall be in
      writing, and shall be sent as set forth in the Purchase Agreement and Exchange
      Agreement.

     

    2.3. This
      Escrow Agreement shall be binding upon and shall inure to the benefit of the
      permitted successors and permitted assigns of the parties hereto.

     

    2.4. This
      Escrow Agreement (with the other Transaction Documents) is the final expression
      of, and contains the entire agreement between, the parties with respect to
      the
      subject matter hereof and supersedes all prior understandings with respect
      thereto. This Escrow Agreement may not be modified, changed, supplemented or
      terminated, nor may any obligations hereunder be waived, except by written
      instrument signed by the parties to be charged or by its agent duly authorized
      in writing or as otherwise expressly permitted herein.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.5. Whenever
      required by the context of this Escrow Agreement, the singular shall include
      the
      plural and masculine shall include the feminine. This Escrow Agreement shall
      not
      be construed as if it had been prepared by one of the parties, but rather as
      if
      all parties had prepared the same. 

     

    2.6. The
      parties hereto expressly agree that this Escrow Agreement shall be governed
      by,
      interpreted under and construed and enforced in accordance with the laws of
      the
      State of New York. Any action to enforce, arising out of, or relating in any
      way
      to, any provisions of this Escrow Agreement shall only be brought in a state
      or
      federal court sitting in the State of New York.

     

    2.7. The
      Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
      only by a writing signed by the Escrow Agent.

     

    2.8. The
      Escrow Agent shall be obligated only for the performance of such duties as
      are
      specifically set forth herein and may rely and shall be protected in relying
      or
      refraining from acting on any instrument reasonably believed by the Escrow
      Agent
      to be genuine and to have been signed or presented by the proper party or
      parties. The Escrow Agent shall not be personally liable for any act the Escrow
      Agent may do or omit to do hereunder as the Escrow Agent while acting in good
      faith and in the absence of gross negligence, fraud and willful misconduct,
      and
      any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow
      Agent’s attorneys-at-law shall be conclusive evidence of such good faith, in the
      absence of gross negligence, fraud and willful misconduct.


    2.9. The
      Escrow Agent is hereby expressly authorized to disregard any and all warnings
      given by any of the parties hereto or by any other person or corporation,
      excepting only orders or process of courts of law and is hereby expressly
      authorized to comply with and obey orders, judgments or decrees of any court.
      In
      case the Escrow Agent obeys or complies with any such order, judgment or decree,
      the Escrow Agent shall not be liable to any of the parties hereto or to any
      other person, firm or corporation by reason of such decree being subsequently
      reversed, modified, annulled, set aside, vacated or found to have been entered
      without jurisdiction.

     

    2.10. The
      Escrow Agent shall not be liable in any respect on account of the identity,
      authorization or rights of the parties executing or delivering or purporting
      to
      execute or deliver the Purchase Agreement or any documents or papers deposited
      or called for thereunder in the absence of gross negligence, fraud and willful
      misconduct.

     

    2.11. The
      Escrow Agent shall be entitled to employ such legal counsel and other experts
      as
      the Escrow Agent may deem necessary to advise the Escrow Agent in connection
      with the Escrow Agent’s duties hereunder, may rely upon the advice of such
      counsel, and may pay such counsel reasonable compensation. Counsel may also
      include partners of the Escrow Agent. 

     

    2.12. The
      Escrow Agent’s responsibilities as Escrow Agent hereunder shall terminate if the
      Escrow Agent resigns by giving written notice to the Company. In the event
      of
      any such resignation, the parties shall appoint a successor Escrow Agent and
      the
      Escrow Agent shall deliver to such successor Escrow Agent any escrow funds
      and
      other documents then held by the Escrow Agent hereunder.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2.13. If
      the
      Escrow Agent reasonably requires other or further instruments in connection
      with
      this Escrow Agreement or obligations in respect hereto, the necessary parties
      hereto shall join in furnishing such instruments.

     

    2.14. It
      is
      understood and agreed that should any dispute arise with respect to the delivery
      and/or ownership or right of possession of the escrow funds held by the Escrow
      Agent hereunder, the Escrow Agent is authorized and directed in the Escrow
      Agent’s sole discretion (1) to retain in the Escrow Agent’s possession without
      liability to anyone all or any part of said escrow funds until such disputes
      shall have been settled either by mutual written agreement of the parties
      concerned or by a final order, decree or judgment of a court of competent
      jurisdiction after the time for appeal has expired and no appeal has been
      perfected, but the Escrow Agent shall be under no duty whatsoever to institute
      or defend any such proceedings, or (2) to deliver the escrow funds and any
      other
      property and documents held by the Escrow Agent hereunder to a state or Federal
      court having competent subject matter jurisdiction and located in the State
      of
      New York.

     

    2.15. The
      parties hereto agree, jointly and severally, to indemnify and hold harmless
      the
      Escrow Agent and its partners, employees, agents and representatives from any
      and all claims, liabilities, costs or expenses in any way arising from or
      relating to the duties or performance of the Escrow Agent hereunder or the
      transactions contemplated hereby or by the Purchase Agreement other than any
      such claim, liability, cost or expense to the extent the same shall have been
      determined by final, unappealable judgment of a court of competent jurisdiction
      to have resulted from the gross negligence, fraud or willful misconduct of
      the
      Escrow Agent.

     

    *
      *
      *


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Escrow Agreement as of date first written
      above.

     

    
      	 	 	 
	 	MANAS
              PETROLEUM CORPORATION
	 	(f/k/a Express Systems
              Corporation)
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Randle Barrington-Foote

            
	 	Title:  
              President


    

     

    
      	 	 	 
	 	RUBIN,
              BAILIN, ORTOLI LLP
	 	as Escrow Agent
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              William Rosenstadt, Esq.
	 	Title:  
              Attorney at Law


    

     

    


     

    [SIGNATURE
      PAGES FOR PURCHASERS FOLLOW]


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    [SIGNATURE
      PAGE OF PURCHASERS TO ESCROW AGREEMENT]

     

     

     

    
      	Name
              of
              Investing Entity: 	                          
              
	 	 
	Signature
              of Authorized Signatory of Investing entity: 	                              
              
	 	 
	Name
              of
              Authorized Signatory: 	                       
              
	 	 
	Title
              of
              Authorized Signatory: 	                          
              


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Annex
      A
      to

    Escrow
      Agreement

     

    RELEASE
      NOTICE

     

    THE
      UNDERSIGNED,
      pursuant to the Escrow Agreement, dated as of _________, among Manas Petroleum
      Corporation (f/k/a Express Systems Corporation), a Nevada corporation (the
      “Company”), the Purchasers signatory thereto and Rubin, Bailin, Ortoli LLP, as
      Escrow Agent (the “Escrow Agent”), hereby notify the Escrow Agent that each of
      the conditions precedent to (i) the purchase and sale of the Units set forth
      in
      the Purchase Agreement and (ii) the consummation of the Acquisition contemplated
      by the Exchange Agreement have been satisfied. Capitalized terms used herein
      and
      not defined shall have the meaning ascribed to such terms in the Escrow
      Agreement.

     

    The
      Company hereby authorizes the Escrow Agent to release all of the aggregate
      subscription funds being held in escrow hereunder to the Company. 

     

    This
      Release Notice may be signed in one or more counterparts, each of which shall
      be
      deemed an original.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned have caused this Release Notice to be duly executed and delivered
      as
      of this ____ day of _________ 200_.

     

    
      	 	 	 
	 	MANAS
              PETROLEUM CORPORATION
	 	(f/k/a Express Systems
              Corporation)
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:



      
        
          
          

        

        
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