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                                                                 EXHIBIT 10.22


                             The Companies Act, 1985

                           ----------------------------

                            COMPANY LIMITED BY SHARES

                           ----------------------------

                           Memorandum of Association of

                           ----------------------------

                         INTERNETSTUDIOS.COM UK LIMITED

1.  The name of the Company is INTERNETSTUDIOS.COM UK LIMITED.
2.  The Registered Office of the Company will be situated in England.
3.  The Objects for which the Company are established are:

   (a) To carry on, in conjunction  with each other or as
       separate and distinct undertakings, all or any of the following
       businesses: manufactures, imports, exporters, agents, dealers (both
       wholesale and retail) in all articles of commercial, manufacturing
       personal and  household  use  and consumption and in all kinds of raw
       material; warehousemen; storage contractors, shipping and forwarding
       agents; manufactures of an dealers in all types of equipment and
       machinery; dealers in property and estates; property developers and
       investors; property managers; to offer services of accountant,
       bookkeeper or secretary; estate agents, insurance agents and brokers,
       financiers, financial agents and to act as nominee, trustee, agent,
       factor, broker, executor, administrator, receiver for or otherwise
       on behalf of Companies, Corporations, firmsor persons, builders;
       scaffolders; contractors; sign makers; heating and ventilation engineers
       and contractors; refrigeration engineers, specialists and contractors;
       decorators; painters; bricklayers; carpenters; shuttering manufacturers
       and erectors; joiners, public works contractors; plasterers, plumbers,
       electricians, shop front fitters; carpet dealers and layers; builders and
       decorators' merchants; civil, mechanical, constructional,
       agricultural, consulting,  heating  electrical and general engineers;
       architects, welders, sheet metal workers; double glazing and window
       consultants; blacksmiths, motor engineers; garage proprietors; car
       dealers; car hire service, taxi proprietors and operators; travel agents,
       tour operators, proprietors of vehicles and vessels of all kinds,
       transport and haulage contractors; general engineers; tool makers;
       booking agents for, and managers of, theatres, cinemas and all other
       kinds of entertainments and sporting events; turf and sporting
       accountants in all their branches; proprietors of shops, cafes, clubs,
       hotels restaurants, catering contractors, dealers in foods and provisions
       of all kinds; wine and spirit merchants; butchers; grocers, greengrocers;
       fishmongers and poultry merchants; dealers in health foods; farmers;
       florists, horticulturists;  bakers; confectioners;

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       tobacconists; ironmongers, hardware merchants; dealers in plastics of all
       kinds, antique dealers; furniture manufacturers and dealers; leather and
       fancy goods dealers; jewelers, radio television and electrical retailers,
       dealers  and repairers,  toys, games and sports equipment  dealers;
       photographers and dealers in all kinds of photographic material and
       equipment, film producers and distributors; footwear manufacturers;
       textile merchants, tailors, fashion designers, ladies and gentlemen's
       outfitters, clothing manufacturing, boot and shoe retailers,
       perfumery and cosmetic dealers, hairdressers; manufacturing and retail
       chemists; medical suppliers; printers, publishers, stationers,
       advertising and publicity agents; public relation specialists,
       consultants, business transfer agents and employment agents; hire
       purchase and leasing operators; computer operators, programmers and
       dealers; video dealers, market research specialists; business advisers,
       mail order specialists; dyers and cleaners; dry cleaners, proprietors of
       launderettes, excavation and demolition contractors, locksmiths, security
       advisers, plant hirers, scrap iron and waste merchants and commodity
       traders and to carry on all or any of the said  business, and provide
       services in connection therewith, either together as one business or as
       separate and distinct businesses, in any part of the world.

   (b) To carry on any other business which, in the opinion of the
       Company, may be capable of being conveniently or profitably
       carried on in conjunction with or subsidiary to any other
       business of the Company and is calculated to enhance the value
       of the Company's property or further its objects or any of
       them.

   (c) To purchase or by any other means acquire freehold, leasehold
       or any other property for any estate or interest whatever,
       movable or immovable, or any interest in such property, and to
       sell, lease, let on hire, develop such property, or otherwise
       turn the same to the advantage of the Company.

   (d) To apply for, register or by other means acquire any patents,
       patent rights, brevets d'invention, licenses, trade marks,
       concessions and inventions and to use and turn to account the
       same or to develop, sell or assign the same or grant licenses
       or privileges in respect thereof or otherwise turn the same to
       the advantage of the Company.

   (e) To build, reconstruct or generally maintain buildings and
       works of all kinds, whether or not these are situate on the
       property of the Company.

   (f) To invest and deal with the monies of the Company in such
       shares or upon such securities and in such manner as from time
       to time may be determined.

   (g) To amalgamate with or to make any agreement or arrangement
       with or enter into partnership or joint purse agreement with
       any other company, firm or person carrying on business similar
       to complementary to the business of the Company or any part
       thereof.
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   (h) To subscribe for, take purchase or otherwise acquire either
       for cash, shares or debentures in this Company or any other
       consideration any other company or business which, in the
       opinion of the Company, may be carried on so as directly or
       indirectly to benefit the Company.

   (i) To sell or otherwise dispose of the whole or any part of the
       business or property of the Company any consideration, shares
       or debentures as the Company may think fit.

   (j) To lend money to customers, associates and others both
       corporate and incorporate and to guarantee the observance and
       performance of obligations and contracts by customers and
       others.

   (k) To borrow or raise money in such manner as the Company thinks
       fit and secure the repayment thereof by the creation and issue
       of debentures, debenture stock, mortgages or in any other way.

   (l) To pay or remunerate any person, firm or company for rendering
       services to the Company in the promotion of the Company or the
       placing and issue or shares, debentures, debenture stock or
       other securities of the Company.

   (m) To support and subscribe to any funds and to subscribe to or
       assist in the promotion of any charitable, benevolent or
       public purpose or object for the benefit of the Company or its
       employees, directors or other officers past or present and to
       grant pensions to such persons or their dependants.

   (n) To draw, make, accept, endorse, discount and execute bills,
       warrants, notes or other negotiable or transferable
       instruments.

   (o) To assist in the promotion of or promote any company or
       undertaking which may appear likely to assist or benefit the
       Company and to place or guarantee the placing of, subscribe or
       underwrite or otherwise acquire any part of the stock,
       debentures, debenture stock or other obligations of such
       company.

   (p) To promote by way of advertising the Company's products and
       services in any manner and to reward customers or potential
       customers and to promote or take part in any scheme likely to
       benefit the Company.

   (q) To distribute in specie any of the shares, debentures or
       securities of the Company between the members of the Company
       in accordance with their rights.

   (r) To do all such other things as may be deemed incidental or
       conducive to the attainment of the above objects or any of
       them.

   All the foregoing objects shall be read and construed as separate and
   distinct objects and the generality of any such objects shall not be
   abridged or cut down by reference to any other object of the Company.

                                     3
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   4.  The liability of the members is limited.

   5.  The share capital of the Company is(pound)1,000 divided into 1,000 shares
       of (pound)1 each.

       We, the several persons whose names, addresses and descriptions are
       subscribed are desirous of being formed into a Company in Pursuance of
       this Memorandum of Association, and we respectively agree to take the
       number of shares in the capital of the Company set opposite our
       respective names.

   -----------------------------------------------------------------------------
   NAMES, ADDRESS AND DESCRIPTIONS      Number of shares taken by each subscribe
   OF SUBSCRIBERS
   -----------------------------------------------------------------------------
   GERALD LEWIN                                           ONE
   1st Floor Offices
   8-10 Stamford Hill
   London  N16 6XZ

   COMPANY REGISTRATION AGENT


   MICHAEL HOLDER                                         ONE
   1st Floor Offices
   8-10 Stamford Hill
   London  N16 6XZ

   COMPANY REGISTRATION AGENT
   -----------------------------------------------------------------------------

         Dates this 10th day of JANUARY 2000
         WITNESS to the above signature -

         VIVIENNE LEWIN

         1st Floor Offices
         8-10 Stamford Hill
         London  N16 6XZ

         COMPANY DIRECTOR


                                     4

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                             The Companies Act, 1985

                           ----------------------------

                            COMPANY LIMITED BY SHARES

                           ----------------------------

                            Articles of Association of

                          INTERNETSTUDIOS.COM UK LIMITED

                                   PRELIMINARY

1.  Subject as hereinafter provided, the regulations contained in Table A
    in the Companies (Tables A-F) Regulations 1985 (hereinafter referred to
    as Table A) shall apply to the Company.

2.  Regulations 2, 3 40, 64, 73-80 (inclusive), 94, 95, 96 and 99 of Table
    A aforesaid shall not apply to the Company, but the Articles
    hereinafter contained together with the remaining regulations of Table
    A, subject to the modifications hereinafter expressed, shall constitute
    the regulations of the Company.

                                    CAPITAL

3.  The initial share capital of the Company is (pound)1,000 divided into 1,000
    shares of (pound)1 each.

4.  The shares of the Company, whether forming part of the original capital or
    of any increased capital, may be allotted or otherwise disposed of to such
    persons and for such consideration and upon such terms as the Directors may
    determine subject, in the case of any shares forming part of any increased
    capital, to such directions as to the allotment or disposal thereof as
    may be given by the Company in general meeting at the time of the
    creation of such shares and subject also to the provisions of
    Regulation 2 in Table A.

5.  Subject to the provisions of the Act any Preference Shares may be
    issued on the terms that they are, or at the option of the Company are
    liable, to be redeemed.

                               TRANSFER OF SHARES

6.  Any share may be transferred by a member to his or her spouse or lineal
    descendant and any share of a deceased member may be transferred to any
    such relation as aforesaid of the deceased member. Save as aforesaid
    the Directors, in their absolute discretion and without assigning any
    reason therefor, may declined to register the transfer of any share
    whether or not it is a fully paid share. The first sentence of
    Regulation 24 shall not apply to the company.

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                                  DIRECTORS

7.  No person shall be appointed a Director at any general meeting unless:

    (a) he is recommended by the Directors; or

   (b) not less than fourteen nor more than thirty-five clear days
       before the date appointed for the meeting, notice executed by
       a member qualified to vote at the meeting has been given to
       the Company of the intention to propose that person for
       appointment stating the particulars that would, if he were so
       appointed, be required to be included in the Company's
       register of Directors together with notice executed by that
       person of his willingness to be appointed.

8.  Subject as aforesaid, the Company may by ordinary resolution appoint a
    person who is willing to act to be a Director either to fill a vacancy
    or as an additional Director.

9.  The Directors may appoint a person who is willing to act to be a
    Director, either to fill a vacancy or as an additional Director,
    provided that the appointment does not cause the number of Directors to
    exceed any number fixed by or in accordance with the articles as the
    maximum number of Directors. A Director so appointed shall hold office
    only until the next following annual general meeting but shall be
    eligible for reappointment at such annual general meeting. If not so
    re-appointed he shall vacate office at the conclusion thereof.

10. A Director who has disclosed his interest in accordance with
    Regulations 85 and 86 of Table A and the provision of the Act may vote
    in respect of any contract, proposed contract or any arrangement in
    which he is interested directly or indirectly and such Director shall
    be counted in the quorum at any meeting at which such contract or
    proposed contract or arrangement is being considered.

11. A Director may hold any other office or place of profit under the
    Company (other than the office of Auditor) in conjunction with his
    office of Director for such period and on such terms (as to
    remuneration and otherwise) as the Directors may determine.

12. Any Director may act by himself or his firm in a professional capacity
    for the Company, and he or his firm shall be entitled to remuneration
    for professional services as if he were not a Director; provided that
    nothing herein contained shall authorize a Director to act as Auditor
    for the Company.

13. The Company shall not be subject to Section 293 of the Act, and
    accordingly any person may be appointed or elected as a Director
    whatever his age, and no Director shall be required to vacate his
    office of Director by reason of his attaining or having attended to age
    of seventy years or any other age.

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                               BORROWING POWERS

14. The Directors may exercise all the powers of the Company to borrow
    money, and to mortgage or charge its undertaking, property and uncalled
    capital, or any part thereof, and, subject to Section 80 of the Act, to
    issue debentures, debenture stock, and other securities whether
    outright or as security for any debt, liability or obligation of the
    Company or of any third party.

                                  SECRETARY

15. The Secretary shall be appointed by the Directors for such term, at
    such remuneration and upon such conditions as they may think fit, and
    any Secretary so appointed may be removed by them. If at any time there
    shall be no Secretary or for any reasons no Secretary capable of
    acting, the Directors may appoint an assistant or deputy Secretary.

                                  DIRECTORS

16. The first Director of Directors of the Company shall be the persons
    named in the statement delivered under Section 10 of the Act.

17. Unless and until otherwise determined by the Company in General Meeting
    the number of Directors (other than alternate directors) shall not be
    less than one. If at any time and from time to time there shall be only
    one Director (other than alternate directors) of the Company such
    Director may act alone in exercising all the powers, discretions and
    authorities vested in the Directors, and regulation 89 in Table A shall
    be modified accordingly.

                                  SECRETARY

18. The first Secretary of the Company shall be the person named in the
    statement delivered under Section 10 of the Act.


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                 NAMES, ADDRESS AND DESCRIPTIONS OF SUBSCRIBERS

            ----------------------------------------------------------


   GERALD LEWIN
   1st Floor Offices
   8-10 Stamford Hill
   London  N16 6XZ

   COMPANY REGISTRATION AGENT

   MICHAEL HOLDER
   1st Floor Offices
   8-10 Stamford Hill
   London  N16 6XZ

   COMPANY REGISTRATION AGENT

            ----------------------------------------------------------



   Dated this 10th day of JANUARY 2000

   WITNESS to the above signatures

   VIVIENNE LEWIN
   1st Floor Offices
   8-10 Stamford Hill
   London  N16 6XZ

   COMPANY DIRECTOR

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