DOME II: Memorandum of Association -

THE COMPANIES ACTs 1985 and 1989

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF

The dome 2 LTD

1 The name of the Company (hereinafter called –the Co-operativeî) is The Dome 2 Ltd

2 The registered office of the Co operative will be situated in England.

3 The objects for which the Co operative is established are:

A To offer low cost tuition in literature and writing to all those who wish to take part, regardless of educational background, geographical locale, physical or emotional problems or other disability.

B To foster and support the principles and concept of employee ownership and democratic management in its own affairs and in the arts, industry and commerce generally and to increase the number of co operative enterprises and jobs and in particular to support the Co-operative Movement.

C To carry on any other trade or business whatsoever which can, in the opinion of the Co operative, be advantageously carried on by the Co operative in connection with or ancillary to any of the general business of the Co-operative or is calculated directly to benefit the company or enhance the value of or render profitable and of the Co operative’s property or rights or is required by any customers of or persons dealing with the Co operative.

D To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands, buildings easements, rights, privileges, concessions, patent rights, licences, secret processes, property of any kind necessary or convenient for the purpose of or in connection with the Co operative’s business or any branch or department thereof.

E To erect construct, lay down, enlarge, alter and maintain any shops stores, factories, buildings, works, ways, plant and machinery necessary or convenient for the Co operative’s business, and to contribute to or subsidise the erection, construction and maintenance of any of the above.

F To borrow or raise or secure the payment of money for the purpose of or in connection with the Co operative’s business , and for the purpose of and in connection with the borrowing or raising of money by the Co operative to become a member of any building society.

G To mortgage and charge the undertaking and all or any of the real and personal property and assets, present or future, and to issue at part or at a premium or discount and for such consideration as may be thought fit, debentures and debenture stock, either permanent or repayable, and collaterally or further to secure any securities of the Co operative by a trust deed or other assurance.

H To issue and deposit any securities which the Co operative has power to issue by way of mortgage to secure any sum less than the nominal amount of such securities and also by way of security for the performance of any contracts or obligations of the co operative or of its customers or other persons or corporations having dealings with the Co operative, or in whose business or undertaking the Co-operative is interested, whether directly or indirectly.

I To receive money on deposit or loan upon such terms as the Co operative may approve and to guarantee the obligations and contracts of customers an others.

J To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange and other negotiable instruments.

K To invest and deal with the moneys of the Co operative not immediately required for the purpose of its business in or upon such investments or securities and in such manner as may from time to time be determined.

L To accept payment of any property or rights sold or otherwise disposed of or dealt with by the Co operative, either in cash, or by instalments or otherwise, or in fully or partly paid up shares of any company or corporation, with or without differed or preferred or special rights or restrictions in respect of dividend, payment of capital, voting or otherwise ,or in debentures or debenture stock, mortgage or other securities of any company or corporation or partly in one mode and partly in another, and generally on such terms as the Co operative may determine and so hold, dispose of or otherwise deal with any shares stocks of securities so acquired.

M To enter into any partnership or joint-purse arrangement or arrangement of sharing profits, union of interest or co operation or amalgamate with any company, firm or person carrying on or proposing to carry on any business within the objects of the Co operative, and to acquire and hold, sell, deal with or dispose of shares, stock, or securities of any such company, and to guarantee the contracts or liabilities of, or payment of the dividends, interest or capital of any shares, stock or securities of and to subsidise of otherwise assist any such company.

N To establish or promote or concur in establishing or promoting any company the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interests of the Co operative, and to acquire and hold or dispose of shares, stock or securities of and guarantee the payment of dividends, interest or capital of any shares, stock or securities issued by or any other obligations of any such company.

O To make any charitable donation either in cash or assets which the Co operative may deem expedient.

P To purchase or otherwise acquire and undertake all or any part of the business, property, assets, liabilities and transactions of any person, firm or company carrying on any business which this Co-operative is authorised to carry on.

Q To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licences, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Co operative for such consideration as the Co operative may think fit.

R To obtain, acquire and purchase all necessary permits, licences or trade marks required for the purpose of enabling the Co operative to carry on its said business upon such terms and conditions as it may think fit.

In carrying out the aforesaid objects the Co operative shall have regard to promoting the physical, mental and spiritual well-being of the community and especially those who participate in the activities of the Co operative by reason of employment in or purchasing from or selling to the Co operative and to assisting people in need by any means whatsoever.

And it is hereby declared that the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be independent main objects and shall be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Co operative.

4 The income and property of the Co operative whencesoever derived shall be applied solely toward the promotion of the objects of the Co operative as set out herein and no portion shall be paid or transferred directly or indirectly to the members of the Co operative except by way of payment in good faith of reasonable or proper wages and repayment of expenses to any member or employee of the Co operative in return for any service actually rendered to the Co operative.

5 The liability of the members is limited.

6 Every member of the Co operative undertakes to contribute to the assets of the Co operative in the event of the same being wound up while she/he is a member or within one year after she/he ceases to be a member, and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding one pound.

7 In the event of winding-up or dissolution the Liquidator shall first, according to law, use the assets of the Co operative to satisfy its debts and liabilities. Any balance of assets remaining must not be distributed among the members of the Co operative but shall be transferred by the Liquidator to some other institution or institutions having objects similar to the objects of the Co-operative as described in clause 3 hereof and particularly those objectives described in clause 3A. This clause may only be changed by the unanimous vote of all members and section 17 of the Companies Act 1985 shall not apply.

THE COMPANIES ACTs 1985 and 1989

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF

The DOME 2 LTD

INTERPRETATIONS

1 In these Articles:-

–the Actî means the Companies Act 1985 and any amendments from time to time in force.

–the Co-operativeî means the above-named Company.

–the Sealî means the Common Seal of the Co-operative.

–Secretaryî means any person appointed to perform the duties of the Secretary of the Co operative.

–the United Kingdomî means Great Britain and Northern Ireland.

–employeeî means a person for the time being employed by the Co operative or any subsidiary of the Co operative.

–the Boardî means the Board of Directors of the Co operative.

Expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography and other modes of representing or reproducing words in visible form.

Words importing the singular number shall include the plural and vice versa unless a contrary intention appears.

Unless the context requires otherwise, words or expressions contained in these Articles shall bear the same meaning as in the Act.

MEMBERSHIP

Members

2. For the purpose of registration the number of members of the Co-operative is declared not to exceed 1000, but the Board of Directors may from time to time register an increase in members.

3 . The first members of the Co-operative shall be the Subscribers to the Memorandum of Association.

4. The Board of Directors may admit to membership any person, association, partnership, society, company or other corporate body that wishes to use the services of the Co-operative, and has agreed to pay to the Co-operative any fee or other monies due for the use of such services, and has agreed to abide by any other provisions as to qualifications for membership which do not discriminate between persons by reference to politics, race, religion, age or sex as shall be made from time to time by the Board of Directors.

5. Every application for admission shall be considered by the Board of Directors at its first meeting after the application was made or as soon thereafter as is practicable. If the application for membership is approved, then the member's name shall be entered in the Register of Members. A member shall notify the Secretary in writing within seven days of a change to their name or address.

6. Upon admission and in accordance with the criteria and procedure set out in the Membership Agreement the Board of Directors will allocate each member to one of the following membership categories:

(a) FULL MEMBER

(b) ASSOCIATE MEMBER

and the rights and obligations attaching to each such class of membership shall be such rights and obligations as shall be referred to in these Articles of Association and in the Membership Agreement as determined by the board from time to time.

7. An association, partnership or body corporate which is a member shall by resolution of its governing body appoint a deputy who shall during the continuance of her/his appointment be entitled to exercise all such rights and powers as the body corporate would exercise if it were an individual person.

8 A member shall cease to be a member if she or he:

(a) ceases to be in the employment of the Co operative for any reason whatsoever; or

(b) ceases to fulfil any other qualifications for membership specified in these Articles; or

(d) dies.

GENERAL MEETINGS

9 The Co operative shall in each calendar year hold a General Meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it, providing that every Annual General Meeting except the first shall be held not more that fifteen months after the holding of the last preceding Annual General Meeting. The first Annual General Meeting shall be held within eighteen months of incorporation.

10 Ordinary General Meetings of the Co operative shall be held at quarterly intervals, but the Co operative in General Meeting may decide to hold a General Meeting more or less frequently.

11 The Board or ten percent of the members for the time being may whenever they think fit convene an Extraordinary General Meeting of the Co operative. The notice of such a meeting must be given in accordance with Article 12 below and must state the objects of the meeting.

12 An Annual General Meeting, an Ordinary General Meeting or an Extraordinary General Meeting shall constitute a General Meeting of the Co operative.

13 Decisions at General Meetings shall be made by passing resolutions. The decisions involving an alteration to the Memorandum and Articles of Association of the Co operative and other decisions so required from time to time by statute shall be made by special resolution.

A special resolution is one passed by a majority of not less than three-fourths of such members as being entitled so to vote in person at a General Meeting. All other decisions shall be made by ordinary resolution requiring a simple majority.

NOTICES

14 An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty one days’ notice. Any other General Meeting shall be called by fourteen days’ notice at least.

15 In the case of an Annual General Meeting or a meeting called for the passing of a special resolution, notice shall be given in writing to every member of the Co operative and to such persons who are entitled to receive notice by virtue of statute or Article 14 below and shall be given personally or by sending it by post to her/him or her/his registered office or any address given by her/him for this purpose within the United Kingdom.

16 In the case of a General Meeting other than described in Article 12 above the Co operative in General Meeting may decide either to give notice pursuant to the provisions of Article above or by displaying the notice in such prominent positions at each place of work of the Co operative as the Co operative in General Meeting shall decide.

17 The auditors of the Co operative shall receive notice of all General Meetings.

18 The Co operative in General Meeting may decide from time to time to invite by notice any person to a General Meeting of the Co operative.

19 Notice shall be exclusive of the day on which it is served or given and shall specify the place and exact time of the meeting and the general nature of the business to be raised thereat.

20 Where notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting the notice and to have been effected at the expiration of forty-eight hours after notice has been posted.

21 The accidental omission to give notice of a meeting to or non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate proceedings at the meeting.

PROCEEDING AT GENERAL MEETING

22 Every member and such other persons as receive notice shall be entitled to attend and speak at a General Meeting.

23 No business shall be transacted at a General Meeting unless a quorum of members is present. Seventy five percent of the membership for the time being shall be the quorum.

24 If within half an hour from the time appointed for the meeting a quorum is not present it shall stand adjourned to the same day in the next week at the same time and same place or otherwise as the Co operative in General Meeting may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.

25 Each General Meeting shall elect a Chairperson whose function will be to conduct the business of the meeting in an orderly manner.

26 The Chairperson may with the consent of the meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and place to place but no business shall be transacted at an adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place.

27 At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is, before or upon the declaration of the result of a show of hands, demanded by:-

i) The Chairperson; or

ii) at least 3 members present in person.

Unless a poll be so demanded, a declaration by the Chairperson that a resolution has been carried or lost and an entry to that effect in the minutes of the proceedings of the Co operative shall be conclusive evidence of the fact without proof of the number of proportion of votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.

28 If a poll is duly demanded it shall be taken in such manner as the Chairperson of the meeting directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

29 Subject to the provisions of the Act a resolution in writing signed by all the members for the time being shall be as valid and effective as if the same had been passed at a General Meeting duly convened and held and may consist of several documents in the like form each signed by one or more members.

30 Votes may only be given personally and no member shall have more than one vote. Proxy voting is not permitted.

BOARD

31 Unless otherwise determined by the Co operative in General Meeting the number of members of the Board shall not be less than two or more than twenty.

32 The initial members of the Board from incorporation until the first Annual General Meeting shall be determined in writing by the subscribers of the Memorandum of Association.

33 Except as hereinafter provided the qualification required to be a member of the Board shall be that she/he is a member of the Co operative.

34 A member of the Board shall, subject to Article 34 below, hold office until the next Annual General Meeting following her/his appointment.

35 New Board members shall be elected individually at the Annual General Meeting by the members present.

36 On expiration of the period of office for which she/he was elected a Board member shall be eligible for re-election.

37 A Board member shall not vote in respect of any contract in which she/he is directly or indirectly interested or any matter arising therefrom and if she/he does so vote her/his note shall not be counted except that nothing in this Article shall prevent a member of the Board voting in respect of her/his own contract of employment.

38 The office of a member of Board shall be vacated if:

a she/he resigns her/his office in writing to the Co operative; or

b she/he ceases to be a member of the Co operative for any reason whatsoever; or

c she/he fails to declare her/his interest in any contract as referred to in Article 33; or

d she/he is absent from three consecutive meeting of the Board without the permission of the Board and the Board resolves by a majority that the office is to be vacated; or

e she/he becomes bankrupt or

f she/he is removed from office by resolution of the Co-operative in General Meeting (in accordance with section 303 of the Act).

POWERS AND DUTIES OF THE BOARD

39 The business of the Co operative shall be managed by the Board who may pay all expenses of the formation of the Co operative as they think fit and may exercise all such powers of the Co operative and do all such acts on behalf of the Co operative as may be exercised and done by the Co operative and as are not by statute or by these Articles required to be exercised or done by the Co operative in General Meeting.

40 No regulation made by the Co operative in General Meeting shall invalidate any prior act of the Board which would have been valid had that regulation not been made.

41 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Co operative shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such a manner as the Board shall from time to time determine.

42 Without prejudice to its general powers the Board may exercise all the powers of the Co operative to borrow money and to mortgage or charge its undertaking and property or any part thereof and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Co operative or of any third party.

PROCEEDINGS OF THE BOARD

44 Members of the Board may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Board shall refer the matter to a General Meeting.

45 A Board member may and the Secretary shall on the requisition of a Board member summon a meeting of the Board at any reasonable time.

46 The quorum necessary for the transaction of business of the Board shall be two.

47 If the Board shall at any time be reduced in number to less than the minimum prescribed in these Articles, it may act as the Board for the purpose of filling vacancies in their body or summoning a General Meeting of the Co operative but for no other purpose.

48 The Board shall choose one of their number present to be Chairperson for that meeting.

49 The Board shall cause proper minutes to be made of the proceedings of all meetings of the Co operative, of the Board and of any sub-committee and all business transacted at such meeting. All such minutes shall be open to inspection by any member of the Co operative during her/his normal working hours and by any other person authorised by the Co operative in General Meeting.

50 A resolution in writing signed by all Board members for the time being who are entitled to vote shall be as valid and effective as if it had been passed at a meeting of the Board and may consist of several documents in like form signed by one or more Board members.

51 The Board may delegate any of its powers to sub-committee consisting of such members of the Co operative as it thinks fit. Any sub committee so formed shall conform to any regulations that may be imposed on it by the Board.

SECRETARY

52 The Secretary shall be appointed or removed by the Board.

53 Anything which has to be done by or to a Board member and the Secretary shall not be done by one person acting in both capacities.

THE SEAL

54 The Board shall provide for the safe custody of the Seal which shall only be used by the authority of the Board acting on behalf of the Co operative. Every instrument to which the Seal shall be attached shall be signed by a Board member and countersigned by a second member, the Secretary or member appointed by the Board for the purpose.

ACCOUNTS

55 The Board shall cause proper books account to be kept with respect to:-

a all sums of money received and expended by the Co operative and the matters in respect of which the receipt and expenditure takes place; and

b all sales and purchases of goods by the Co operative; and

c the assets and liabilities of the Co operative.

Proper books shall be deemed to be kept if they give a true and fair record of the state of the Co operative’s affairs and explain its transactions.

56 The books of account shall be kept at the registered office of the Co operative or at any such other places as the Board think fit, and shall always be open to the inspection of all members of the Co operative during their working hours and by such other persons authorised by the Co operative in General Meeting.

57 The Board shall from time to time in accordance with their statutory obligations cause to be prepared and laid before the Co operative in General Meeting such profit and loss accounts, balance sheets and reports as are required by statute.

58 In addition the Board shall prepare and present the members with such regular trading accounts showing so far as possible the current financial results of the Co operative as the Co operative in General Meeting shall require to be laid before them.

59 A copy of every balance sheet (including every document required by law to be annexed thereto) which is laid before the Co operative in General Meeting, together with the Auditor’s report, shall not less than twenty-one days before the date of the meeting be sent or delivered to every member, the Auditors and every holder of loan stock or debentures of the Co operative. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Co operative is not aware or to more than one of the joint holders of any debenture.

PROFIT OF THE COMPANY

60 The profit of the Co operative shall not be applied as bonuses to members but shall be applied as follows, in such proportion and in such a manner as the General Meeting shall decide from time to time:-

a To a general reserve for the continuation and development of the Co operative in pursuit of its objectives, or;

b To make payments for social and charitable objects as provided in Clause 3 of the Memorandum of Association.

This article shall not prevent the payment of reasonable seasonal and other bonuses to members as remuneration for services rendered.

WAGES AND WELFARE

61 The terms and conditions of the contract of employment of members of the Co operative shall be determined by the Board subject to the approval of the Co operative in General Meeting. Such terms and conditions shall not be so much more favourable than those pertaining in the video production industry at the time, that they could be deemed to breach article 58 hereof.

62 Every member or auditor or officer of the Co operative shall be indemnified out of the assets of the Co operative against all losses or liabilities incurred by her/him in or about the execution and discharge of the duties of her/his office, except to the extent that such losses or liabilities shall be attributed to either:-

a fraud or other matters in respect of which such person concerned shall be convicted of a criminal offence; or

b negligence; or

c actions knowingly beyond the scope of a specific authority or limit thereon on the part of such person.

DISSOLUTION

63 Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Co operative shall have effect as if the provisions thereof were repeated in these Articles.

64 The provisions of Article 63 and of this Article may only be changed by the unanimous vote of all members.