Republic of the Philippines)

_______________________ ) S.S.

SECRETARYS CERTIFICATE

I, ARTHUR S. MAMUCUD, of legal age and with office address

at No. 3772 Sinilyasi St., cor. Lapu-lapu Avenue, Dagat-dagatan,
Kalookan City, being the duly elected Corporate Secretary of CENTRAL
LUZON CABLE NETWORK, INC. (CLC) (the Corporation), a
domestic corporation duly organized and existing under and by virtue
of the laws of the Republic of the Philippines, with address at No. 3772
Sinilyasi St., cor. Lapu-lapu Avenue, Dagat-dagatan, Kalookan City,
hereby certify under oath that at a meeting of the Board of Directors of
the Corporation held on ______________ at its above mentioned address,
at which there was a quorum all throughout, the following Board
Resolution was duly approved, to wit:

RESOLVE AS IT IS HEREBY RESOLVED, to

authorize the President of the Corporation, ERNESTO
CUNANAN, to initiate the filing of a Joint Petition for
Approval of Sale of All the Rights & Privileges to Operate
and Maintain a Cable Television Network in San Ildefonso,
Bulacan by doing business of North Star Cable Vision to
Central Luzon Cable Television Network, Inc. and Transfer
of the Certificate of Authority of doing business North Star
Cable Vision to Operate and Maintain a Cable Television
Network in San Ildefonso, Bulacan to Central Luzon Cable
Television Network, Inc. and to represent the Corporation
before the National Telecommunications Commission of
Quezon City; to sign the verification thereof and
certification against forum shopping if and when
necessary; to do and perform all and every act and thing
but not limited to signing of the pleadings, as well as other
appeals, petitions or pleadings and documents necessary
to carry out the above purpose.

RESOLVE AS IT IS HEREBY RESOLVED FURTHER,

to appoint and authorize the same to
file/initiate/commence/start any legal action/suit/lawful
claim against any person with juridical personality or
otherwise, with any appropriate court or entity having
competent jurisdiction in order to protect the rights and
interest of the corporation in relations to the above
aforementioned case.

RESOLVE AS IT IS HEREBY RESOLVED FINALLY, to

appoint, name and constitute JOEY L. BALUYUT and/or
any one of the partners, members or lawyers of
ESGUERRA BALUYUT BENITEZ & MARIANO LAW
OFFICES, to be the Corporations true and lawful
Attorney-in-Fact, to act in its name, place and stead, to act
for and represent the Corporation at the pre-trial
conference and other proceedings therein before the
 National Telecommunications Commission of Quezon City,
with full power to consider the possibility of amicable
settlement, amendment of pleadings, judgment on
pleadings, and/or any other form of alternative dispute
resolution, and stipulate and/or admit documents and/or
otherwise resolve any issue and/or query under its
parental authority.

HEREBY GIVING AND GRANTING unto them full

power and authority whatsoever requisite or necessary or
proper to be done in or about the premises, as fully to all
intents and purposes as the Corporation might or could
lawfully do if personally present (with power of
substitution and revocation), and hereby ratifying and
confirming all that said attorney shall do or cause to be
done under and by virtue of these presents.

The foregoing resolutions are existing and binding and have not been
revised, revoked or cancelled as of the time this certification is issued.

IN WITNESS WHEREOF, I have hereunder affixed my signature this

____ day of _______________________, 2008 in the City of
___________________.

ARTHUR S.
MAMUCUD
Corporate Secretary

SUBSCRIBED AND SWORN to before me this _____ day of

__________________ 2008 at ________________ City, affiant exhibiting to
me his Social Security System ID No. 02-1775514-8.

Doc No.______;
Page No._____;
Book No._____;
Series of 2008.