AGREEMENT

1.  Woori PEF entered into Convertible Bonds Subscription Agreement (the "Convertible Bond Agreement") with Cintel on March 15, 2007, and undertook the convertible bonds of 60 billion won (the "Convertible Bonds") issued by Cintel on April 12, 2007.

 

2.  Cintel established the right of pledge on 10,718,080,000 won of the ordinary deposit account under the name of Cintel in Woori Bank (the "Pledged Deposit") in order to ensure the repayment of the convertible bonds subscribed by Woori PEF. Thereupon, Cintel offered 501,000 common stock of Phoenix Digital Tech(the "PDT") owned by Cintel, 31.38% of Bonghwang Semiconductor Yuhan Gongsa(the "PSTS") and 220,000 common stocks of Bluecom Co., Ltd. ("Bluecom") and 2,644,426 common stock of BKLCD Co., Ltd.( "BKLCD") owned by Cintel Korea (the 501,000 common stock of PDT, 31.38% of PSTS, 220,000 common stocks of Bluecom and 2,644,426 common stocks of BKLCD, collectively the "Pledged Securities")

 

3.  Cintel acknowledges the fact that it is currently in default under the terms of the Convertible Bond Agreement due to the fact that its subsidiary, PDT of opening a joint management procedure by financial institutions. So, Parties shall cure the default, and agree the followings on the condition of the Woori PEF Investment Committee's approval, and shall perform this Agreement in good faith.

Article 1    (Payment of the Pledged Deposit)

 

Cintel hereby agrees to transfer to and authorize the payment of the Pledged Deposit to Woori PEF, or as Woori PEF may direct. Cintel shall execute such documents as Woori PEF may direct to provide full access and to facilitate the withdrawal of the principal and interest of Pledged Deposit by issuing such documents to facilitate Woori Bank's withdrawal of the principal and interest of Pledged Deposit including withdrawal slip stamped with the corporation's seal used for opening the deposit account of the principal and interest of Pledged Deposit right after signing of the Agreement.

 

Article 2    (Executing the Sale and Purchase of Pledged Securities)

 

(1) Cintel or Cintel Korea and Woori PEF agree to sell and buy the pledged securities as follows:

 

(3) Cintel and Woori PEF agree to exchange the signed copies of the (Annexl) Share Purchase Agreement right after the signing of this Agreement.

 

(4) The closing date of each Share Purchase Agreement under paragraph (3) in this Article shall be, whichever comes first, (i) the date when Woori PEF notifies Cintel of the offsetting of the principal and interest of the Convertible Bonds against the Purchase Price and Woori PEF becomes a shareholder of the Pledged Securities by transferring a title; or (ii) December 31, 2009, provided, however, that the closing date of the sale and purchase of the PDT common stock shall be the date after the share purchase agreement of UB precision common share of 6,210,000 is signed with the party which is designated by Cintel.

Article 4    (Repayment of the Principal and Interest of the Convertible Bonds)

 

(1)  The principal and interest of the Convertible Bonds to be claimed against Cintel by Woori PEF shall be the amount which adds 19% compound interest per year to 60 billion won of the Convertible Bonds in the principal amount from the date of issue of the Bonds until the signing of the Agreement and deducts paid interest (the "Principal and Interest").

 

(2) Subject to the condition that all obligations referred to in i), ii) and iii) below shall have been paid, Woori PEF agrees to waive its rights, in respect of the amount of any redemption obligations that remain after deducting, from the total principal and interest payable on the Convertible Bonds, the amounts paid in respect of i), ii) and iii) below (such remaining amounts, hereby agrees that upon consummation of the transactions contemplated by this Agreement, the outstanding principal and interest under the Convertible Bonds shall be reduced by the following: (the "Remaining Principal and Interest"):

 

i ) the principal and interest of the Pledged. Deposit under Article I

 

ii) the Total sum of Purchase Price under Article 2

 

iii) the amounts of all debt obligations that have become the actual and outstanding (as opposed to contingent ) debt obligations of PDT under. PbT'S.surety obligations,

 

(3) Notwithstanding the waiver of Remaining Principal and Interest provided  for in paragraph (2) of the Article, in the event that Cintel makes any payments to any third-party creditors in respect of unsecured convertible bond obligations, Cintel shall be obligated to pay Woori PEF such percentage of the Remaining Principal and Interest as corresponds to the average ratio of such third parties recovery of the bond claims in relation to the amounts that remain unpaid.

 

 

(I) Woori PEF shall give the right of first refusal on the PSTS shares (hereinafter referred to as "PSTS common stocks) acquired pursuant to Article 2 to Cintel or the party designated by Cintel (hereinafter • referred to as "Cintel"), meanwhile, Cintel shall provide Woori PEF with 100,000 common stocks of BKLCD without compensation other than Pledged securities until December 31, 2009.

 

(2) The right of first refusal of this Article 5-(1) shall be based on the number of stocks (hereinafter referred to as "the number of stocks sold") which PEF notices to Cintel after deciding the sale of stock of PSTS to third party. Cintel may decide if it excises the right of first refusal on the whole number of stocks sold. When the right of first refusal is exercised, the sale price shall be the amount on which Woori PEF sales to a third party, provided, however, that in case Woori PEF and the third party fail to enter into the contract, the right of first refusal shall survive regardless of exercise of it.

(3) The right of first refusal specified on Article 5-0) shall be lapsed unless the title of 100,000 common stocks of BKLCD is transferred to PEF without compensation within the period set forth on this Article 5-0). In addition, the right shall be considered to be lapsed if Cintel fails to exercise (It means that the sale price is paid after the intention to purchase first is expressed) its rights within two (2) weeks (If over 2weeks are given to third party in relation of the payment of sale price, the period shall follow the one) after Woori PEF notice our intention to sale, including the sale price of the PSTS stocks to be transferred to third parties, provide, however, that in the event PSTS is listed on the stock market, the right of first refusal specified on this Article 5-0) shall be lapsed if Cintel fails to exercise the right of first refusal of this Article 5-(1) at the closing price of notice date until the following day noon after Woori PEF gives to Cintel the notification of stock sale.

 

(4) Although the right of first refusal of Cintel is lapsed pursuant to this Article 5-(3), the common stocks of BKCLD given to Woori PEF in compensation for the right of first refusal according to this Article 5-(1) shall not be returned to Cintel.

 

Article 6    (Amending Agreement related to the Convertible Bonds)

 

With regard to the Convertible Bonds, the Convertible Bonds Agreement made by and between Woori PEF and Cintel shall be deemed to be modified to reflect the Agreement.

 

Cintel and Woori PEF shall execute Korean versions of this Agreement and the agreements annexed hereto; provided, however, that in the event of any conflict in interpretation between the Korean version and the English version of this Agreement or the agreements annexed hereto, the Korean version shall be controlling.

 

 

Woori PEF and Cintel shall cooperate in good faith in order for Parties to perform their obligations pursuant to the Agreement.

 

 

Parties agree that at all times it will hold in strict confidence with regard to the conclusion, contents, and fulfillment of the Agreement and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement.

 

Each party agrees that it will not use the Confidential Information for any purpose that is not related to this Agreement.