Companies Acts 1985 and 1989

Private Company Limited by Shares

Memorandum of Association

of

POTEL LIMITED

(Amended by special resolution on 18 November 1999)

1. The name of the Company ( hereinafter called the Company ) is: POPTEL LIMITED

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

3. The objects for which the Company is established are:

(a) To carry on business as a co-operative enterprise within the meaning of the Industrial Common Ownership Act 1976 in an ethical manner (which for the avoidance of doubt means, in relation to the conduct of its business, a manner which avoids investment or trading relationships which would not satisfy the published ethical principles from time to time of the Co-operative Bank, (if any)) and to provide worthwhile employment, quality and professional services and to promote and enable the use of new technologies for a sustainable future.

(b) To carry on business as a general commercial company any trade or business whatsoever which can in the opinion of the Company be advantageously carried on by the Company and to carry on any other trade or business incidental to or conducive to or ancillary to any of the objects of the Company or is calculated directly to benefit the Company or enhance the value of or render profitable any of the Company’s property or rights or is required by any client or customer or persons (legal or natural) dealing with the Company.

(c) 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 Company’s objects or any branch or department thereof.

(d) To erect, construct, lay down, enlarge, alter and maintain any shops, stores, factories, buildings, works, ways, plant and machinery necessary or convenient for the company's objects and to contribute to or subsidise the erection, construction and maintenance of any of the above.

(e) To borrow or raise or secure the payment of any money for the purposes of or in connection with the borrowing or raising of money by the Company to become a member of any Building Society and to give financial assistance for the purpose of the acquisition of all or part of the issued share capital of the Company.

(f) To mortgage and charge the undertaking and all or any of the real or personal property and assets, present and future, and to issue at par or at a premium or discount, and for such consideration and with and subject to such rights, powers and privileges and conditions as may be thought fit, debentures or debenture stock, either permanent or repayable, and collaterals or further to secure any securities of the Company by a trust deed or other assurance.

To issue and deposit any securities which the Company has the 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 Company or in whose undertakings the Company is interested, whether directly or indirectly.

(h) To receive money on deposit or loan upon such terms as the Company may approve and to guarantee the obligations and contracts of clients and customers including members of the Company.

(i) To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange, cheques and other negotiable instruments.

(j) To invest and deal with the monies of the Company not immediately required for the purposes of its objects in or upon such investments or securities and in such manner as may from time to time be determined by the Company.

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

(l) To enter into any partnership or joint-purse arrangement for sharing profits, union or interests or co-operation, or amalgamate with any company, firm or person carrying on or proposing to carry on any objects within the objects of the Company, and to acquire and hold, sell, deal with or dispose of or otherwise deal with any shares, stock, securities or property of and to subsidise or otherwise assist any such body.

(m) To establish promote or concur in establishing or promoting any company, firm or other organisation the promotion of which shall in any manner be calculated to advance directly or indirectly the objects or interests of the Company, and to acquire and hold or dispose of shares, stock, securities or property issued by or any other obligations of such organisation.

(n) To make any charitable donation either in cash or assets which the Company may deem expedient.

(o) 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 the Company is authorised to carry on.

(p) To make, publish, supply, sell or deal in books, periodicals, audio film and video recordings, and other publications in any medium or any other educational or training materials

(q) To obtain, acquire and purchase all necessary permits, licences or trade marks and other intellectual property rights required for the purpose of enabling the Company to carry on its objects upon such terms and conditions as it may think fit.

(r) To establish and contribute to any scheme for the purchase or subscription by trustees of shares in any company to be held for the benefit of the Company's employees to enable them to purchase or subscribe for shares in the Company and to formulate and carry into effect any scheme for sharing the profits of the Company or distributing the shares of the Company to employees or any of them.

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

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 in no way be limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

4. The liability of the members is limited.

5. The Company's Share Capital is £100,000,000 divided into 100,000,000 Ordinary Shares of £ 1.00 each.

Appendices