COMPROMISE AGREEMENT

This Compromise Agreement (the “Agreement”) is made and

executed this 19th day of February 2004 at Cebu City, by and between
Federico T. Escalona on the one hand, and Eupen Cable Asia, Inc.,
Eupen Marketing Asia, Inc., Mr. Ernesto M. Apodaca and Mr. Axel
Bourseaux, all represented by Ms. Pauline A. Pamintuan, on the
other.

RECITALS:

WHEREAS, the parties have agreed to amicably settle any and

all disputes in Case No. 09-1999-2003 filed by Federico T. Escalona
(“Mr. Escalona”) against Eupen Cable Asia, Inc., Eupen Marketing
Asia, Inc. Mr. Ernesto Apodaca and Mr. Axel Bourseaux, and pending
decision with the National Labor Relations Commission Regional
Arbitration Branch No. VII of Labor Arbiter Julie C. Rendoque
(hereinafter, the “Labor Case”);

WHEREAS, the parties have similarly agreed to amicably settle

any and all disputes in Criminal Cases Nos. I.S. #04-0063, I.S. #04-
0064, and I.S. #04-0065 filed by Eupen Cable Asia, Inc. against Mr.
Escalona for Estafa (hereinafter, the “Estafa Cases”);

NOW, THEREFORE, for and in consideration of the foregoing

premises, the parties have hereby entered into this Agreement for the
purpose of terminating the Labor Case and the Criminal Cases, with
the following conditions and irrevocable undertakings:

I. Stipulations

1. Mr. Escalona was a Chief Executive Officer (CEO) effective June

1, 2000 and President effective April 2, 2001 of Eupen Cable
Asia, Inc. until the declaration of vacancy of the said positions
by the board on August 7, 2003 which was made known in a
formal letter to Mr. Escalona on August 28, 2003.

2. Mr. Escalona’s engagement as CEO is covered by an

Employment Agreement and an Annex to the Agreement, which
provides for one hundred twenty (120) days written notice in
case of termination of the said Agreement, which engagement
was approved by the board of Eupen Cable Asia, Inc.

3. Mr. Escalona’s engagement as President was pursuant to terms

and conditions of the board.
II. Acknowledgment of Rights

1. Eupen Cable Asia, Inc. acknowledges and recognizes the right of

Mr. Escalona to:

(a) the 120 days’ prior notice pursuant to his contract as CEO,

(b) one (1) month salary for every year of service, and

(c) 13th month pay for 2003.

2. Mr. Escalona acknowledges and recognizes the right of Eupen

Cable Asia, Inc. to:

(a) the return of the two (2) months’ deposit on the house
rented by Eupen Cable for Mr. Escalona in the amount of
Php 102,258.00,

(b) the return of unliquidated cash advance worth Php

535,068.75, and

(c) the return of the Mitsubishi Adventure Van which is under

the name of Eupen Cable.

III. Statement of Undertakings

1. Eupen Cable Asia, Inc. hereby undertakes to pay Mr .Escalona

the following upon the approval of this Agreement by Labor
Arbiter Julie C. Rendoque of the National Labor Relations
Commission Regional Arbitration Branch No. VII:

(a) Salary from September 16, 2003 to December 31, 2003

(in Philippine Pesos and net of tax)

Sept. 16-30 = Php 175,490.23

Oct. 1-15 = Php 161,962.65
Oct. 16-31 = Php 181,613.39
Nov. 1- 15 = Php 179,398.84
Nov. 16-30 = Php 183,180.67
Dec. 1- 15 = Php 189,517.11
Dec. 16-31 = Php 194,185.08

TOTAL = Php 1,265,347.97

(b) 13th month pay for 2003 = Php 409,697.78

(c) 4 months’ separation pay = Php 1,531,551.22

 GRAND TOTAL = Php 3,206,596.97

Less:

Unliquidated cash advances = (Php 535,068.75)

2 months’ house deposit = (Php 102,258.00)

NET AMOUNT DUE TO

Mr. Escalona = Php 2,569,270.22

2. Upon the execution of this Agreement by the parties and its

approval by Labor Arbiter Rendoque, Mr. Escalona shall
immediately cease and desist from pursuing the resolution of
the Labor Case and shall hereby release Eupen Cable Asia, Inc.,
Eupen Marketing Asia, Inc. Mr. Ernesto M. Apodaca and Mr.
Axel Bourseaux from any and all further obligation, monetary or
otherwise, arising from the said Labor Case.

3. Upon the execution of this Agreement by the parties and its

approval by Labor Arbiter Rendoque, Eupen Cable Asia, Inc.
shall immediately cease and desist from pursuing the Estafa
Cases against Mr. Escalona and shall hereby release Mr.
Escalona from any and all further obligation, monetary or
otherwise, arising from the said Estafa Cases.

IN WITNESS WHEREOF, the parties have executed this

Agreement on the date and at the place first above-mentioned.

___________________________
FEDERICO T. ESCALONA

- AND -

EUPEN CABLE ASIA, INC.,

EUPEN MARKETING ASIA, INC.,
MR. ERNESTO M. APODACA, &
MR. AXEL BOURSEAUX

By:
 _________________________
PAULINE M. PAMINTUAN

With the conformity and upon advice of counsels:

_______________________ ______________________
DIORES LAW OFFICES J.P. GARCIA & ASSOCIATES

REPUBLIC OF THE PHILIPPINES)

CITY OF CEBU ) S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in Cebu City appeared the
following:

Name C.T.C. No. Issued at/on

Federico T. Escalona
Pauline A. Pamintuan

known to me and to me known to be the same persons who executed the

foregoing Compromise Agreement, and acknowledged to me that the same is
their free and voluntary act and deed, and the official act of the corporations
which are represented.

The foregoing Compromise Agreement, consisting of 4 pages including

this page, has been signed by the parties and their instrumental witnesses
on each and every page thereof.

Doc. No. ___;

Page No. ___;
Book No. ___;
Series of 2004.