Certificate Of Formation

CERTIFICATE OF FORMATION
OF
NEW-U TALK VIDEO LLC


This Certificate of Formation of New-U Talk Video LLC (the "LLC") dated February 4, is being duly executed and filed by Brian C. Mulligan, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act 6, Del. C. Section 18-101, et seq.


FIRST: The name of the LLC formed hereby is:


New-U Talk Video LLC


SECOND: The address of the registered office of the LLC in the State of
Delaware is:


1209 Orange Street
New Castle County
Wilmington, Delaware 19801


THIRD: The name and addr ...