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                                                                  Exhibit 3.1(b)


                                   BYE-LAWS

                                       of

                                    APW LTD.

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                                       (i)

                                TABLE OF CONTENTS

Bye-law                                                                     Page


1    Interpretation
2    Board of Directors
3    Management of the Company
4    Power to appoint managing director or chief executive officer
5    Power to appoint manager
6    Power to authorise specific actions
7    Power to appoint attorney
8    Power to delegate to a committee
9    Power to appoint and dismiss employees
10   Power to borrow and charge property
11   Exercise of power to purchase shares of or discontinue the Company
12   Election of Directors
13   Defects in appointment of Directors
14   Alternate Directors
15   Removal of Directors
16   Vacancies on the Board
17   Notice of meetings of the Board
18   Quorum at meetings of the Board
19   Meetings of the Board
20   Unanimous written resolutions
21   Contracts and disclosure of Directors' interests
22   Remuneration of Directors
23   Officers of the Company
24   Appointment of Officers
25   Remuneration of Officers
26   Duties of Officers
27   Chairman of meetings
28   Register of Directors and Officers
29   Obligations of Board to keep minutes
30   Indemnification of Directors and Officers of the Company
31   Waiver of claim by Member
32   Notice of annual general meeting
33   Notice of special general meeting
34   Advance Notice
35   Accidental omission of notice of general meeting
36   Meeting called on requisition of members

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                                      (ii)

37   Short notice
38   Postponement of meetings
39   Quorum for general meeting
40   Adjournment of meetings
41   Attendance at meetings
42   Written resolutions
43   Attendance of Directors
44   Voting at meetings
45   Voting on show of hands
46   Decision of chairman
47   Demand for a poll
48   Seniority of joint holders voting
49   Instrument of proxy
50   Representation of corporations at meetings
51   Rights of shares
52   Preference shares
53   Power to issue shares
54   Variation of rights, alteration of share capital
     and purchase of shares of the Company
55   Registered holder of shares
56   Death of a joint holder
57   Share certificates
58   Calls on shares and Liens
59   Forfeiture of Shares
60   Contents of Register of Members
61   Inspection of Register of Members
62   Determination of record dates
63   Instrument of transfer
64   Restriction on Transfer
65   Transfers by joint holders
66   Representative of deceased Member
67   Registration on death or bankruptcy
68   Declaration of dividends by Board
69   Other distributions
70   Reserve fund
71   Deduction of amounts due to the Company
72   Issue of bonus shares
73   Records of account
74   Financial year end

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                                     (iii)

75   Financial statements
76   Appointment of Auditor
77   Remuneration of Auditor
78   Vacation of office of Auditor
79   Access to books of the Company
80   Report of the Auditor
81   Legends on Share Certificates
82   Notices to Members of the Company
83   Notices to joint Members
84   Service and delivery of notice
85   The seal
86   Manner in which seal is to be affixed
87   Winding-up/distribution by liquidator
88   Increase in Share Capital
89   Amalgamation
90   Continuation
91   Alteration of Bye-laws
92   Investor Rights Agreement


Schedule - Form A (Proxy) (Bye-law 49)
Schedule - Form B (Notice of Forfeiture) (Bye-law 59)
Schedule - Form C (Form of Transfer) (Bye-law 63)
Schedule - Form D (Form of Transfer on death/bankruptcy) (Bye-law 67)

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                                      -1-

                                 INTERPRETATION

1.   Interpretation

     In the Bye-laws the following words and expressions shall, where not
     inconsistent with the context, have the following meanings respectively:

          (a)  "Act" means the Companies Act 1981 as amended from time to time;

          (b)  "Affiliate" of a person means any other person controlling,
               controlled by or under common control with such person and, in
               the case of a person which is a partnership, any partner of such
               person (provided that an Affiliate of an Investor shall not
               include the Company or any person which would be deemed to be an
               Affiliate of such Investor solely by reason of such Investor's
               control of the Company) save that for the purposes of Bye-law
               19(3) an "Affiliate" of an Investor means any other person
               controlling, controlled by or under common control with such
               Investor and, in the case of a person which is a partnership, any
               partner of such person (but shall not include the Company or any
               person which would be deemed to be an Affiliate of such Investor
               solely by reason of such Investor's control of the Company),
               where "control" in respect of another person includes beneficial
               ownership of 35% or more of the fully diluted common equity
               securities of such other person;

          (c)  "Alternate Director" means an alternate director appointed in
               accordance with these Bye-laws;

          (d)  "Approved Sale" means the sale of the Company (approved by the
               Board and Investors holding a majority of the Investor Shares) to
               an Independent Third Party or group of Independent Third Parties
               pursuant to a sale of all or substantially all of the Company's
               assets determined on a consolidated basis, an amalgamation, a
               scheme of arrangement, a merger or a sale of all or substantially
               all of the Company's shares;

          (e)  "Auditor" includes any individual or partnership;

          (f)  "Board" means the Board of Directors of the Company appointed or
               elected pursuant to these Bye-laws and acting by resolution in
               accordance with the Act and these Bye-laws or the Directors
               present at a meeting of directors convened and held in accordance
               with the Act at which there is a quorum;

          (g)  "business day" means any day that the banks in Bermuda and in
               Chicago are open for business, excluding Saturdays and Sundays;

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                                      -2-

          (i)  "Common Share" means a common share of par value US$0.02 each and
               designated as a Common Share;

          (j)  "Company" means the company incorporated in Bermuda for which
               these Bye-laws are approved and confirmed;

          (k)  "Director" means a director of the Company and includes an
               Alternate Director;

          (l)  "Fully Diluted Basis" at any time means, without duplication, (i)
               all Common Shares outstanding at such time plus (ii) all Common
               Shares directly or indirectly issuable upon conversion of
               outstanding convertible securities of the Company or exercise or
               exchange of outstanding options, warrants or similar rights,
               whether or not such convertible security, right or option,
               warrant or similar right is then convertible, exercisable or
               exchangeable other than (a) Common Shares issuable upon exercise
               of the Original Shareholder Warrants and (b) Common Shares
               issuable upon exercise of options held by employees of the
               Company or any of its Subsidiaries.

          (m)  "Indemnified Person" means any Director, Officer, Resident
               Representative, member of a committee duly constituted under
               Bye-law 8 and any liquidator, manager or trustee for the time
               being acting in relation to the affairs of the Company, and his
               heirs, executors and administrators;

          (n)  "Independent Third Party" means any person who, immediately prior
               to the contemplated transaction does not own in excess of 5% of
               the Company's Common Shares on a Fully Diluted Basis (a 5%
               Owner), who is not controlling, controlled by or under common
               control with any such 5% Owner and who is not the spouse or
               descendent (by birth or adoption) of any such 5% Owner or a trust
               for the benefit of such 5% Owner and/or such other persons.

          (o)  "Investor" means each person listed in the Schedule of Investors
               to the Investor Rights Agreement and any person who subsequently
               become a party to the Investor Rights Agreement excluding
               successors to the Company.

          (p)  "Investor Rights Agreement" means the agreement by that name to
               be entered into in relation to the Company upon the
               Reorganisation becoming effective and any reference thereto shall
               be to that agreement as and to the extent that any of the rights
               of parties under the same have been waived

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                                      -3-

               provided always that such waiver of rights has been obtained in
               accordance with the procedure for waiver set out in and with the
               consent of all parties required by the terms of that agreement;
               such agreement together with all waivers shall for the purposes
               of identification be held on file by the Secretary of the Company
               who will make it available to any Member who requests sight of
               it.

          (q)  "Investor Shares" means (i) any Common Shares issued to an
               Investor pursuant to the Reorganisation or otherwise acquired by
               any Investor on or after the effective date of the
               Reorganisation, (ii) any Common Shares issuable upon exercise of
               any warrants issued to an Investor pursuant to the Reorganisation
               or otherwise acquired by any Investor on or after the effective
               date of the Reorganisation, and (iii) any shares or other equity
               securities issued or issuable directly or indirectly with respect
               to the securities referred to in clause (i) or clause (ii) above
               by way of dividend or split or in connection with a combination
               of shares, recapitalization, merger, amalgamation, consolidation
               or other reorganization; provided that, as to any particular
               shares constituting Investor Shares, such shares shall cease to
               be Investor Shares when they (w) have been effectively registered
               under the United States Securities Act of 1933 as amended and
               disposed of in accordance with the registration statement
               covering them or (x) have been sold to the public through a
               broker, dealer or market maker pursuant to Rule 144 (or any
               similar provision then in force) under the United States
               Securities Act of 1933 as amended or (y) cease to be outstanding
               or (z) are held by any subsidiary. For these purposes, any
               Investor who holds warrants of the Company shall be deemed to be
               the holder of the Investor Shares issuable directly or indirectly
               upon exercise of those warrants in connection with the transfer
               thereof or otherwise and regardless of any restriction or
               limitation on the exercise thereof provided that Investor Shares
               which have not yet been issued shall not be deemed to be issued
               or outstanding for the purposes of dividends or distributions,
               for the purposes of any payment on a return of or distribution of
               capital or for any vote or approval in which the applicable
               voting or approval requirements is not expressly referenced with
               respect to the Investor Shares.

          (r)  "Majority Lender Investors" at any time means the Investors (but
               at any time when the Oaktree Shares represent at least the
               Threshold Amount, then excluding Oaktree Capital Management LLC
               (including its successors and assigns) and each Affiliate of
               Oaktree Capital Management LLC; and at any time when the RBS
               Shares represent at least the Threshold Amount, then excluding
               The Royal Bank of Scotland (including its successors and assigns)
               and each Affiliate of The Royal Bank of Scotland (including its
               successors and assigns) holding a majority of the Investor
               Shares held by such Investors at such time.

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                                      -4-

     (s)  "Member" means the person registered in the Register of Members as the
          holder of shares in the Company and, when two or more persons are so
          registered as holders of shares, means the person whose name stands
          first in the Register of Members as one of such holders or all of such
          persons as the context so requires;

     (t)  "Minor Affi1iate" of an Investor means any other person controlling,
          controlled by or under common control with such Investor and, in the
          case of a person which is a partnership, any partner of such person
          (but shall not include the Company or any person which would be deemed
          to be an Affiliate of such Investor solely by reason of the Investor's
          control of the Company) where "control" in respect of another person
          includes beneficial ownership of 20% or more of the fully diluted
          common equity securities of such other person;

     (u)  "Non-Qualifying Preferred Shares" means a share of a class, other than
          Common Shares, which are entitled to a priority payment upon a winding
          up or dissolution of the Company whether voluntary or involuntary or
          for the purpose of a reorganization or otherwise or upon any
          distribution of capital and either are convertible into or
          exchangeable for Common Shares (for the purposes of this definition
          "Convertible Shares") or share ratably with Common Shares in
          distributions of surplus assets of the Company upon a winding up or
          dissolution of the Company whether voluntary or involuntary or for the
          purposes of a reorganization or otherwise or upon any distribution of
          capital, unless the Common Share Number in respect of the aggregate
          amount of shares which are so created is less than the excess of (I)
          the aggregate number of shares then authorized by these Bye-laws,
          minus (II) the sum of the Common Shares on a Fully Diluted Basis at
          such time plus the aggregate number of Common Shares issuable upon
          exercise of the Original Shareholder Warrants then outstanding. For
          the purposes of this definition, the "Common Share Number" shall have
          the definition set out in Section 16C(b) of the Investor Rights
          Agreement.

     (v)  "Notice" means written notice unless otherwise specifically stated;

     (w)  "Oaktree Shares" means (i) any Investor Shares issued to or held by
          Oaktree Capital Management L.L.C., (including its successors and
          assigns) or any of its Affiliates upon or after the effectiveness of
          the Reorganisation and (ii) any securities issued or issuable directly
          or indirectly with respect to the Investor Shares referred to in
          clause (i) by way of dividend or split or in connection with a
          combination of shares, recapitalization, merger, amalgamation,
          consolidation or other reorganisation.

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                                      -5-

     (x)  "Original Shareholder Warrants" means a warrant (to purchase Common
          Shares) issued to the pre-petition shareholders of BQX Ltd (formerly
          known as APW Ltd, a Bermuda company with registration number 28596).

     (y)  "Paid up" means paid up or credited as paid up;

     (z)  "Officer" means any person appointed by the Board to hold an office in
          the Company other than the Auditor;

     (aa) "RBS Shares" means (i) any Investor Shares issued to or otherwise
          acquired by The Royal Bank of Scotland PLC (including any successors
          and assigns to the business and assets thereof) or its affiliates upon
          or after the effectiveness of the Reorganisation and (ii) any
          securities issued or issuable directly or indirectly with respect to
          the Investor Shares referred to in clause (i) by way of dividend or
          split or in connection with a combination of shares, recapitalization,
          merger, amalgamation, consolidation or other reorganisation.

     (bb) "Register of Members" means the Register of Members of the Company and
          includes any branch or sub-register;

     (cc) "Resident Representative" means any person appointed to act as
           resident representative and includes any deputy or assistant resident
           representative;

     (dd) "Reorganisation" means the effective date of a plan of reorganisation
          under Chapter 11 of the U.S. Bankruptcy Code BQX Ltd (formerly known
          as APW Ltd a Bermuda company with registration number 28596);

     (ee) "Resolution" means unless a different majority is specified a
          resolution passed by a simple majority of votes cast of the Members
          or, where required, of a separate class or separate classes of Members
          in general or separate meeting or by unanimous written resolution in
          accordance with the provisions of the Act and these Bye-laws;

     (ff) "Seal" means the common seal of the Company and includes any duplicate
          thereof;

     (gg) "Secretary" includes a joint, deputy or temporary or assistant
          Secretary and any person appointed by the Board to perform any of the
          duties of the Secretary;

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                                      -6-

     (hh) "share" means share in the capital of the Company and includes a
          fraction of a share;

     (ii) "Signed" includes signature, reproduction of signatures by mechanical
          means, telecopy or faxed, and cognate expressions shall be construed
          similarly;

     (jj) "Significant Market Liquidity Event" means the sale in an underwritten
          public offering registered under the United States Securities Act of
          1933 as amended of Common Shares resulting in the aggregate trading
          value of the Common Shares listed or approved for trading on the New
          York Stock Exchange or the NASDAQ Stock Market, or any successor
          thereto (other than Common Shares owned by any of the Company's
          officers, directors, or "beneficial owner" (as defined in Rules 13 d-3
          and 13 d-5 under the Securities Exchange Act of 1934 as amended),
          directly or indirectly, of more than 10% of the Company's Common
          Shares on a Fully Diluted Basis) being in excess of US$75,000,000.

     (kk) "Subsidiary" means, with respect to any person, any corporation,
          company partnership, limited liability company, association or other
          business entity of which (i) if a corporation or company, a majority
          of the total voting power of shares of stock entitled (irrespective of
          whether, at the time, stock of any other class or classes of such
          corporation shall have or might have voting power by reason of the
          happening of any contingency) to vote in the election of directors,
          managers or trustees thereof is at the time owned or controlled,
          directly or indirectly, by that person or one or more of the other
          Subsidiaries of that person or a combination thereof, or (ii) if a
          partnership, limited liability company, association or other business
          entity, either (A) a majority of the partnership or other similar
          ownership interest thereof is at the time owned or controlled,
          directly or indirectly, by that person or one or more Subsidiaries of
          that person or a combination thereof, or (B) such person is a general
          partner, managing member or managing director of such partnership,
          limited liability company, association or other entity.

     (ll) "Super Majority Board Approval" means with respect to any matter means
          approval of such matter by the Board (or committee of the Board
          designated in respect of such matter as contemplated in Bye-law 21(3))
          at a duly called meeting of the Board (or such committee) or by
          written consent with at least 66 2/3% of the directors or their
          alternates then serving on the Board (or such committee) voting to
          approve such matter (it being understood that any alternate Director
          designated by a Director pursuant to Bye-law 14 to attend a meeting
          shall be deemed to be such director at such meeting for the purposes
          of this definition)

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                                      -7-

     (mm) "these Bye-laws" means these Bye-laws in their present form or as
          amended from time to time;

          (i)   words importing the singular number also include the plural
                number and vice versa;

          (ii)  words importing the masculine gender also include the feminine
                and neuter genders, respectively;

          (iii) words importing persons include companies or associations or
                bodies of persons, whether corporate or un-incorporate;

          (iv)  reference to writing shall include typewriting, printing,
                lithography, photography, electronic and other modes of
                representing or reproducing words in a legible and
                non-transitory form; any words or expressions defined in the Act
                in force at the date when these Bye-laws or any part thereof are
                adopted shall bear the same meaning in these Bye-laws or such
                part (as the case may be);

          (v)   the word "may" shall be construed as permissive and the word
                "shall" shall be construed as imperative;

          (vi)  any words or expressions defined in the Act in force at the date
                when these Bye-laws or any part thereof are adopted shall bear
                the same meaning in these Bye-laws or such part (as the case may
                be);

          (vii) headings used in these Bye-laws are for convenience only and
                shall not be used in constructing the terms of these Bye-laws;

     (nn) "Threshold Amount" at any time means 20%of the Common Shares on a
          Fully Diluted Basis at such time, except that following an Excluded
          Strategic Issuance (as defined in the Investor Rights Agreement), it
          shall mean the greater of (i) 17.5% of the Common Shares on a Fully
          Diluted Basis at such time and the excess of (A) 20% of the Common
          Shares on a Fully Diluted Basis minus (B) 20% of the aggregate amount
          of Common Shares on a Fully Diluted Basis theretofore issued in
          Excluded Strategic Issuances (as defined in the Investor Rights
          Agreement).

     (oo) "Undesignated Share" means an undesignated share of par value US$0.02
          each and designated as an Undesignated Share.

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                                      -8-

                               BOARD OF DIRECTORS

2.   Board of Directors

     Subject to the Investor Rights Agreement (and without prejudice to the
     terms thereof), the Act and these Byelaws, the business of the Company
     shall be managed and conducted by the Board.

3.   Management of the Company

     (1)  In managing the business of the Company, the Board may exercise all
          the powers of the Company which are not, by the terms of the Investor
          Rights Agreement, by statute or by these Bye-laws, expressly required
          to be exercised by the Company in general meeting or otherwise.

     (2)  No direction regulation or alteration to these Bye-laws made by the
          Company in general meeting shall invalidate any prior act of the Board
          which would have been valid if that direction regulation or alteration
          had not been made.

     (3)  The Board may procure that the Company pays all expenses incurred in
          promoting and incorporating the Company in Bermuda.

4.   Power to appoint managing director or chief executive officer

     The Board may from time to time appoint one or more Directors to the office
     of managing director or chief executive officer of the Company who shall,
     subject to the control of the Board, supervise and administer all of the
     general business and affairs of the Company.

5.   Power to appoint manager

     The Board may appoint a person to act as manager of the Company's day to
     day business and may entrust to and confer upon such manager such powers
     and duties as it deems appropriate (not exceeding those vested in or
     exercisable by the Board) for the transaction or conduct of such business.

6.   Power to authorise specific actions

     The Board may from time to time and at any time authorise any company,
     firm, person or body of persons to act (subject to the powers vested in or
     exercisable by the Board) on behalf of the Company for any specific purpose
     and in connection therewith to execute any

<PAGE>

                                      -9-

     agreement, document or instrument on behalf of the Company.

7.   Power to appoint attorney

     The Board may from time to time and at any time by power of attorney
     appoint any company, firm, person or body of persons, whether nominated
     directly or indirectly by the Board, to be an attorney of the Company for
     such purposes and with such powers, authorities and discretions (not
     exceeding those vested in or exercisable by the Board) and for such period
     and subject to such conditions as it may think fit and any such power of
     attorney may contain such provisions for the protection and convenience of
     persons dealing with any such attorney as the Board may think fit and may
     also authorise any such attorney to sub-delegate all or any of the powers,
     authorities and discretions so vested in the attorney. Such attorney may,
     if so authorised under the seal of the Company, execute any deed or
     instrument under such attorney's personal seal with the same effect as the
     affixation of the seal of the Company.

8.   Power to delegate to a committee

     Subject to the Investor Rights Agreement (and without prejudice to the
     terms thereof) the Board may delegate any of its powers to a committee
     (including, without limitation, an audit committee, a compensation
     committee and a committee to nominate the appointment of directors)
     appointed by the Board which may consist partly or entirely of
     non-Directors and every such committee shall conform to such directions as
     the Board shall impose on them. The meeting and proceedings of any such
     committee shall be governed by the provisions of these Bye-laws regulating
     the meetings and proceedings of the Board, so far as the same are
     applicable and are not superseded by directions imposed by the Board.

9.   Power to appoint and dismiss employees

     The Board may appoint, suspend or remove any manager, secretary, clerk,
     agent or employee of the Company and (subject to the Investor Rights
     Agreement (and without prejudice to the terms thereof) may fix their
     remuneration and determine their duties.

10.  Power to borrow and charge property

     Subject to the Investor Rights Agreement (and without prejudice to the
     terms thereof) the Board 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 may issue debentures, debenture
     stock and other securities whether outright or as security for any debt,
     liability or obligation of the Company or any third party.

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                                      -10-

11.  Exercise of power to purchase shares of or discontinue the Company

     (1)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof) the Board may exercise all the powers of the Company to
          purchase all or any part of its own shares pursuant to Section 42A of
          the Act.

     (2)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof) the Board may exercise all the powers of the Company to
          discontinue the Company to a named country or jurisdiction outside
          Bermuda pursuant to Section 132G of the Act.

12.  Election of Directors

(1)  Prior to a Significant Market Liquidity Event, no person shall be appointed
     or removed as a Director unless he is appointed or removed in accordance
     with this Bye-Law 12(1):-

     (a)  the Board shall be established at seven (7) Directors subject to
          increase to nine (9) Directors if and to the extent that the number of
          Directors to be designated pursuant to paragraph (b) is greater than
          seven (7) such increase to the Board and appointments to be effective
          immediately upon designation;

     (b)  the Board shall consist of the following persons:

          (i)   the Company's Chief Executive Officer who at the date of
                adoption of these bye-laws shall be Richard G Sim (the "CEO
                Director");

          (ii)  so long as Richard G Sim is the CEO Director (and thereafter to
                the extent that such person remains a director in accordance
                with the proviso in Bye-law 12(1)(c) but subject to removal
                pursuant to Bye-law 12(1)(d) below) one (1) designee of the
                CEO Director who
                (A) is domiciled in Barbados (unless a majority of the Directors
                other than the CEO Director and the Director designated pursuant
                to this clause (ii) determine that the domicile of such Director
                shall be other than Barbados, in which event the domicile of
                such Director shall be as directed by the majority of such other
                Directors (ie a majority of the directors other than the CEO
                Director and the Director designated pursuant to this
                clause(ii)), (B) is not an employee of the Company or any of
                its Subsidiaries and (C) is approved by majority of the other
                members of the Board (the "Barbados Director"), which designee
                shall upon the date of adoption of these bye-laws be Peter
                Douglas;

          (iii) three (3) designees of the holder of the majority of the Oaktree
                Shares (or, if no single holder holds a majority of such shares,
                then the holders of a majority of Oaktree Shares) so long as the
                Oaktree Shares represent at least 35% of the Common Shares on a
                Fully Diluted Basis; two (2) designees of the holder of a
                majority of the Oaktree Shares (or, if no single holder holds a

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                                      -11-

          majority of such shares, then the holders of a majority of Oaktree
          Shares) so long as the Oaktree Shares represent at least 30% but less
          than 35% of the Common Shares on a Fully Diluted Basis; and one (1)
          designee of the holder of a majority of the Oaktree Shares (or if no
          single holder holds a majority of such shares, then the holders of a
          majority of the Oaktree Shares) so long as the Oaktree Shares
          represent at least the Threshold Amount but less that 30% of the
          Common Shares on a Fully Diluted Basis (collectively, the "Oaktree
          Directors") which designees upon initial execution hereof shall be
          Stephen Kaplan, Christopher Brothers and Michael Harmon;

     (iv) one (1) designee of the holder of the RBS Shares so long as the RBS
          Shares represent at least the Threshold Amount; provided that
          notwithstanding anything contained in this Bye-Law 12(1)to the
          contrary, such holders right to designate a director shall be
          transferable to any subsequent holder of the RBS Shares only if the
          RBS Shares transferred to such holder represent at least the Threshold
          Amount; and if for so long as Royal Bank of Scotland PLC (including
          any successors and assigns to the business and assets thereof) holds
          at least 30% but less than 35% of the Common Shares on a Fully Diluted
          Basis, one (1) additional designee of The Royal Bank of Scotland PLC
          (including any successors and assigns to the business and assets
          thereof); and if and for so long as The Royal Bank of Scotland PLC
          (including any successors and assigns to the business and assets
          thereof) holds at least 35% of the Common Shares on a Fully Diluted
          Basis, two (2) additional designees of The Royal Bank of Scotland PLC
          (including any successors and assigns to the business and assets
          thereof) (the designees pursuant to this clause (iv) collectively, the
          "RBS Directors"); and provided further that notwithstanding any other
          provision of this Bye-law 12(1), none of the RBS Directors may be
          citizens of or domiciled in the United States of America if being a
          resident or citizen would be reasonably likely to adversely effect the
          Company's tax status;

     (v)  if and for so long as the Investors other than Oaktree Capital
          Management LLC (including any successors and assigns to the business
          and assets thereof) and its Affiliates, and other than Royal Bank of
          Scotland PLC (including any successors and assigns to the business and
          assets thereof) and its Affiliates, hold at least the Threshold
          Amount, one (1) designee of the Majority Lender Investors (the "Lender
          Director");

(c)  if the CEO Director ceases for any reason to be the Chief Executive Officer
     of the Company, such person shall thereupon be automatically removed and
     thereafter cease to be a director of the Company, and if Richard G Sim
     ceases for any reason to be the Chief Executive Officer of the Company the
     Barbados Director shall thereupon and thereafter be removed as and
     thereafter cease to be a director of the Company; provided that subject to
     (d) below the Barbados Director shall not then be removed if directors
     (other than the Barbados Director) constituting a majority of all directors

<PAGE>

                                      -12-

          then serving on the Board at such time so request;

     (d)  the Barbados Director shall be removed from the Board only pursuant to
          (c) above or upon the written request of the CEO Director or of
          directors (other than the Barbados Director) constituting a majority
          of all directors then serving on the Board;

     (e)  an Oaktree Director shall be removed from the Board only upon the
          written request of (A) the holders of a majority of the Oaktree Shares
          or, (B) any person or persons then entitled to designate one or more
          directors pursuant to any of clauses (b)(iv) or (v) above, or if there
          is no such person the holders of the majority of the Common Shares on
          a Fully Diluted Basis, if at such time the holders of a majority of
          the Oaktree Shares are not then entitled to designate such director to
          the Board pursuant to clause (b)(iii) above;

     (f)  an RBS Director shall be removed from the Board only upon the written
          request of (A) the holders of a majority of the RBS Shares or (B) any
          persons or persons then entitled to designate one or more directors
          pursuant to any of clauses (b)(iii), (iv) or (v) above, if at such
          time the holder of the RBS Shares are not then entitled to designate
          such director to the Board pursuant to clause (b)(iv) above or if such
          RBS Director is then a citizen of or domiciled in the United States of
          America and being such a resident or citizen would be reasonably
          likely to adverse the effect of the Company's tax status;

     (g)  the Lender Director shall be removed from the Board only upon the
          written request of the (A) the Majority Lender Investors or (B) any
          person or persons then entitled to designate one or more Directors
          pursuant to any of clauses (b)(iii), (iv) or (v) above, if at such
          time the Majority Lender Investors are not then entitled to designate
          such Director to the Board pursuant to clause (b)(v) above;

     (h)  in the event that any person designated as a Director hereunder for
          any reason ceases or to serve as a member of the Board during such
          person's term of office, the resulting vacancy on the Board shall be
          filled by a representative designated by the person or persons
          originally entitled to designate such director pursuant to paragraph
          (b) above;

     (i)  if any person or persons entitled pursuant to paragraph (b)(ii),
          (iii), (iv) or (v) above to designate a representative to fill the
          directorship pursuant to the terms of this Bye-law 12(1) fail to so
          designate a director or a vacancy on the Board otherwise exists, the
          election of a person to such directorship shall be accomplished by the
          designation of the holder of a majority of the Investor Shares and any
          director appointed shall be removed from the Board only upon the
          written request of (A) if such director was appointed on account of a
          failure to designate director pursuant to paragraph (b)(ii), (iii),
          (iv) or (v) above the person or persons then entitled to designate a
          representative to fill such directorship pursuant to paragraph (b)
          (ii), (iii), (iv) or (v) above as applicable or (B) otherwise the
          holders of a majority of the Investor Shares.

<PAGE>

                                      -13-

(2)  Following a Significant Market Liquidity Event, the following provisions
     shall apply:-

          (a)  The number of Directors shall be not less than two (2) and not
               more than six (6) or such numbers in excess thereof as the
               Company by Resolution may from time to time determine and,
               subject to the Act and these Bye-Laws, the Directors shall be
               elected or appointed by Members and shall serve for such term as
               the Company by Resolution may determine, or in the absence of
               such determination, until the termination of the next Annual
               General Meeting following their appointment. All Directors, upon
               election or appointment (except upon election at an Annual
               General Meeting), must provide written acceptance of their
               appointment, in such form as the Board may think fit, by notice
               in writing to the Registered Office within thirty (30) days of
               their appointment.

          (b)  The Company may by Resolution increase the maximum number of
               Directors. Any one or more vacancies in the Board not filled by
               the Members at any general meeting of the Members shall be deemed
               casual vacancies for the purposes of these Bye-Laws. Without
               prejudice to the power of the Company by Resolution in pursuance
               of any of the provisions of these Bye-Laws to appoint any person
               to be a Director, the Board, so long as a quorum of Directors
               remains in office, shall have power at any time and from time to
               time to appoint any individual to be a Director so as to fill a
               casual vacancy.

          (c)  The Company may by Resolution in a special general meeting called
               for that purpose remove a Director, provided notice of any such
               meeting shall be served upon the Director concerned not less than
               fourteen (14) days before the meeting and he shall be entitled to
               be heard at that meeting. Any vacancy created by the removal of a
               Director at a Special General Meeting may be filled at the
               meeting by the election of another Director in his place or, in
               the absence of any such election, by the Board.

13.  Defects in appointment of Directors

     All acts done bona fide by any meeting of the Board or by a committee of
     the Board or by any person acting as a Director shall, notwithstanding that
     it be afterwards discovered that there was some defect in the appointment
     of any Director or person acting as aforesaid, or that they or any of them
     were disqualified, be as valid as if every such person had been duly
     appointed and was qualified to be a Director.

14.  Alternate Directors

<PAGE>

                                      -14-

     (1)  Any Director (other than an Alternate Director) may appoint and remove
          a person or persons to act as a Director in the alternative to himself
          or herself by notice in writing deposited with the Secretary. Any
          person so elected or appointed shall have all the rights and powers of
          the Director or Directors for whom such person is appointed in the
          alternative PROVIDED THAT such person shall not be counted more than
          once in determining whether or not a quorum is present.

     (2)  An Alternate Director shall be entitled to receive notice of all
          meetings of the Board and to attend and vote at any such meeting at
          which a Director for whom such Alternate Director was appointed in the
          alternative is not personally present and generally to perform at such
          meeting all the functions of such Director for whom such Alternate
          Director was appointed. Every person acting as an Alternate Director
          shall (except as regards powers to appoint an alternate and
          remuneration) be subject in all respects to the provisions of these
          Bye-Laws relating to Directors and shall alone be responsible to the
          Company for his acts and defaults and shall not be deemed to be the
          agent of or for any Director for whom he is alternate. An Alternate
          Director may be paid expenses and shall be entitled to be indemnified
          by the Company to the same extent mutatis mutandis as if he were a
          Director. Every person acting as an Alternate Director shall have one
          vote for each Director for whom he acts as alternate (in addition to
          his own vote if he is also a Director). The signature of an Alternate
          Director to any resolution in writing of the Board or a committee of
          the Board shall, unless the terms of his appointment provides to the
          contrary, be as effective as the signature of the Director or
          Directors to whom he is alternate.

     (3)  An Alternate Director shall cease to be such if the Director for whom
          such Alternate Director was appointed ceases for any reason to be a
          Director.

15.  Removal of Directors

     Notwithstanding any other provision of these Bye-laws, the office of
     Director shall be vacated if the Director:

     (a)  is removed from office pursuant to these Bye-laws in accordance with
          the terms of the Investor Rights Agreement or is prohibited from being
          a Director by law;

     (b)  is or becomes bankrupt or makes any arrangement or composition with
          his creditors generally;

     (c)  is or becomes of unsound mind or dies;

     (d)  resigns his or her office by notice in writing to the Company.


16.  Vacancies on the Board

<PAGE>

                                      -15-

     The Board may act notwithstanding any vacancy in its number but, if and so
     long as its number is reduced below the number fixed by these Bye-laws as
     the quorum necessary for the transaction of business at meetings of the
     Board, the continuing Directors or Director may act for the purpose of (i)
     summoning a general meeting of the Company or (ii) preserving the assets of
     the Company.

17.  Notice of meetings of the Board

     (1)  The Chairman or President (as the case maybe) or a majority of the
          Directors may, and the Secretary on the requisition of a Director
          shall, at any time summon a meeting of the Board.

     (2)  Notice of a meeting of the Board shall be deemed to be duly given to a
          Director if it is given to such Director verbally in person or by
          telephone or otherwise communicated or sent to such Director by post,
          cable, telex, telecopier, facsimile or other mode of representing
          words in a legible and non-transitory form at such Director's last
          known address or any other address given by such Director to the
          Company for this purpose. The provisions of Bye-law 82 shall apply to
          any notice so given as to deemed date of service of notice. At least 5
          business days notice is required to be given in connection with
          regularly scheduled meetings and at least 24 hours notice of special
          meetings of the Board.

18.  Quorum at meetings of the Board

     The quorum necessary for the transaction of business at a meeting of the
     Board may be fixed by the Directors and, unless so fixed, shall be a
     majority of the Directors.

19.  Meetings of the Board

     (1)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof) the Board may meet for the transaction of business,
          adjourn and otherwise regulate its meetings as it sees fit subject to
          the provisions of these Bye-laws.

     (2)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof) Directors may participate in any meeting of the Board
          by means of such telephone, electronic or other communication
          facilities as permit all persons participating in the meeting to
          communicate with each other simultaneously and instantaneously, and
          participation in such a meeting shall constitute presence in person at
          such meeting.

     (3)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof) a resolution put to the vote at a meeting of the Board
          shall be carried by the affirmative votes of a majority of the votes
          cast and in the case of an equality of votes

<PAGE>

                                      -16-

         the Chairman of the Board shall not have a second or casting vote and
         the vote shall fail. Without prejudice to the provisions of this
         paragraph (3), prior to a Significant Market Liquidity Event and save
         to the extent that these rights have been waived in accordance with
         the Investor Rights Agreement as required by the terms thereof, the
         following actions of the Company shall not be permitted without Super
         Majority Board Approval:-

(i)      directly or indirectly redeeming, purchasing or otherwise acquiring, or
         permitting any Subsidiary to redeem, purchase or otherwise acquire, any
         of the Company's equity securities (including, without limitation,
         Common Shares, warrants, options, and other rights to acquire equity
         securities), except (a) purchases from terminated employees, (b)
         purchases pursuant to offers made to Investors pro rata according to
         their holdings, (c) where the consideration paid in such transaction is
         Company equity securities, or (d) as otherwise expressly contemplated
         by the Investor Rights Agreement;

(ii)     (a) disposing of any asset of the Company which is material to the
         Company, (b) disposing of any asset of any Subsidiary of the Company
         which is material to the Company and its Subsidiaries taken as a whole
         or (c) acquiring any asset which is material to the Company and its
         Subsidiaries taken as a whole;

(iii)    removing or electing the Company's chief executive officer or chief
         financial officer of the Company (it being understood that for the
         purposes of Bye-law 21(3) both the CEO Director and the Barbados
         Director shall be deemed interested in any determination by the Board
         with respect to any such removal or election);

(iv)     consummating any transaction involving aggregate consideration of US$l0
         million or more in any calendar year with any person who, immediately
         prior to the consummation of such transaction is a Minor Affiliate of,
         or consummate any other transaction (including issuing shares of any
         Subsidiary of the Company) with any person who, immediately upon
         consummation of such transaction is an Affiliate of (A) any Director of
         the Company, or (B) any Investor holding (collectively with its
         Affiliates) 20% or more of the Common Shares on a Fully Diluted Basis,
         except on terms no less favorable to the Company than could be obtained
         in arms-length negotiations with an unaffiliated party;

(v)      effecting any change to the nature of the Company's business which at
         the time of such change is material to the Company and its subsidiaries
         taken as a whole; or

(vi)     any amendment to these Bye-laws other than amendments required to be
         made to these Bye-laws by reason of an amendment having been made to
         the Investor Rights Agreement (it being accepted that such an amendment
         to these Bye-laws requires, in addition consent by Resolution).

(4)      The Resident Representative and the persons specified in the Investor
         Rights


<PAGE>

                                      -17-

          Agreement as having observer attendance rights and VCOC Information
          Rights shall, (upon delivering written notice of an address for the
          purposes of receipt of notice to the Registered Office and the
          execution by them of any confidentiality agreement required pursuant
          to the Investor Rights Agreement), be entitled to receive notice of,
          attend and be heard at and to receive minutes of all meetings of the
          Board and all other rights referred to in Section 8B and 8F of the
          Investor Rights Agreement.

20.  Unanimous written resolutions

     A resolution in writing signed by all the Directors (or any of their
     respective Alternate Directors) which may be in counterparts, shall be as
     valid as if it had been passed at a meeting of the Board duly called and
     constituted, such resolution to be effective on the date on which the last
     Director signs the resolution.

21.  Contracts and disclosure of Directors' interests

     (1)  Any Director, or any Director's firm, partner or any company with whom
          any Director is associated, may act in a professional capacity for the
          Company and such Director or such Director's firm, partner or such
          company shall be entitled to remuneration for professional services as
          if such Director were not a Director, PROVIDED THAT nothing herein
          contained shall authorise a Director or Director's firm, partner or
          such company to act as Auditor of the Company.

     (2)  Without prejudice to the terms of the Investor Rights Agreement, a
          Director who is directly or indirectly interested in a contract or
          proposed contract or arrangement with the Company shall declare the
          nature of such interest as required by the Act. For the purposes of
          these Bye-Laws and without limiting the generality of These Bye-Laws,
          a Director is deemed to have an interest in a transaction or
          arrangement with the Company if he is the holder of or beneficially
          interested in one per cent or more of any class of the equity share
          capital of any body corporate (or any other body corporate through
          which his interest is derived) or of the voting rights available to
          members of the relevant body corporate with which the Company is
          proposing to enter into a transaction or arrangement, provided that
          there shall be disregarded any shares held by such Director as bare or
          custodian trustee and in which he has no beneficial interest, any
          shares comprised in a trust in which the Director's interest is in
          reversion or remainder if and so long as some other person is entitled
          to receive the income thereof, and any shares comprised in an
          authorised unit trust in which the Director is only interested as a
          unit holder. For the purposes of this Bye-Law, an interest of a person
          who is connected with a Director shall be treated as an interest of
          the Director.

     (3)  Following a declaration being made pursuant to this Bye-law, if any
          Director is interested in any transaction which is proposed for
          approval by the Board (other than solely on account of ownership of
          Common Shares) save to the extent that a waiver of rights has been
          exercised in accordance with the Investor Rights Agreement as

<PAGE>

                                      -18-

               required by the terms thereof the Board shall delegate approval
               of such transaction to a committee of the Board comprised of all
               directors not so interested in such transaction and who shall be
               a quorum.

22.  Remuneration of Directors

     Subject to the Investor Rights Agreement (and without prejudice to the
     terms thereof) the remuneration (if any) of the Directors shall be
     determined by the Board and shall be deemed to accrue from day to day.
     Subject to the Investor Rights Agreement (and without prejudice to the
     terms thereof) the Directors may also be paid all travel, hotel and other
     expenses properly incurred by them in attending and returning from meetings
     of the Board, any committee appointed by the Board, general meetings of the
     Company, or in connection with the business of the Company or their duties
     as Directors generally.

                                    OFFICERS

23.  Officers of the Company

     The Officers of the Company shall consist of a President and a Vice
     President or a Chairman and a Deputy Chairman, a Secretary and such
     additional Officers as the Board may from time to time determine all of
     whom shall be deemed to be Officers for the purposes of these Bye-laws.

24.  Appointment of Officers

     (1)  The Board shall, as soon as possible after the statutory meeting
          of members and after each annual general meeting, appoint a President
          and a Vice President or a Chairman and a Deputy Chairman who shall be
          Directors.

     (2)  Any appointment of a Director of an executive office shall terminate
          if he ceases to be a Director but without prejudice to any rights or
          claims which he may have against the Company by reason of such
          termination. A Director appointed to an executive office shall not
          ipso facto cease to be a Director if his appointment to such executive
          office terminates.

     (3)  The Secretary and additional Officers, if any, shall be appointed by
          the Board from time to time.

25.  Remuneration of Officers

     Subject to the Investor Rights Agreement (and without prejudice to the
terms thereof) the Officers shall receive such remuneration as the Board may
from time to time determine.

26.  Duties of Officers

<PAGE>

                                      -19-

     The Officers shall have such powers and perform such duties in the
     management, business and affairs of the Company as may be delegated to them
     by the Board from time to time.

27.  Chairman of meetings

     The Chairman of the Company or the President shall preside as chairman at
     all meetings of the Members and of the Board. If at any meeting the
     Chairman or the President is not present within 15 minutes after the time
     appointed for holding the meeting, or if the Chairman or President is not
     willing to act as chairman, the Deputy Chairman or Vice President,
     if present and willing to act, shall act as chairman of the meeting. In the
     absence (or event of unwillingness to act) of the Chairman or President and
     the Deputy Chairman or Vice President a chairman of the meeting shall be
     appointed or elected from one of their number by those Directors present at
     the meeting. If no Director present is willing to act as chairman the
     Members present and entitled to vote shall elect one of their number to be
     chairman of the meeting.

28.  Register of Directors and Officers

     The Board shall cause to be kept in one or more books at the registered
     office of the Company a Register of Directors and Officers and shall enter
     therein the particulars required by the Act.

                                     MINUTES

29.  Obligations of Board to keep minutes

     (1)  The Board shall cause minutes to be duly entered in books provided for
          the purpose:-

          (a)  of all elections and appointments of Officers;

          (b)  of the names of the Directors present at each meeting of the
               Board and of any committee appointed by the Board; and

          (c)  of all resolutions and proceedings of general meetings of the
               Members, meetings of the Board, meetings of managers and meetings
               of committees appointed by the Board.

     (2)  Minutes prepared in accordance with the Act and these Bye-laws shall
          be kept by the Secretary at the registered office of the Company.

     (3)  Without prejudice to the terms of the Investor Rights Agreement,
          Members shall be entitled to see the Register of Directors and
          Officers, the Register of Members, the financial information provided
          for in Bye-Law 80 and the minutes of meetings of the Members.

<PAGE>

                                      -20-

                                    INDEMNITY

30.  Indemnification of Directors and Officers of the Company

     (1)  Subject to and to the extent permitted by the Investor Rights
          Agreement (and without prejudice to the terms thereof) each
          Indemnified Person shall be indemnified and secured harmless out of
          the assets of the Company from and against all actions, costs,
          charges, losses, damages and expenses (including but not limited to
          liabilities under contract, tort and statute or any applicable foreign
          law or regulation and all reasonable legal and other costs and
          expenses properly payable) which they or any of them shall or may
          incur or sustain by or by reason of any act done, concurred in or
          omitted in or about the execution of their duty, or the Company's
          business PROVIDED THAT this indemnity shall not extend to any matter
          in respect of any fraud, dishonesty, gross negligence or wilful
          misconduct which may attach to any of said persons.

     (2)  The indemnity contained in this Bye-law shall extend to any
          Indemnified Person acting in any office or trust in the reasonable
          belief that he has been appointed or elected to such office or trust
          notwithstanding any defect in such appointment or election.

     (3)  No indemnified Person shall be liable to the Company for the acts,
          defaults or omission of any other Indemnified Person.

     (4)  To the extent permitted by and subject to the Investor Rights
          Agreement (and without prejudice to the terms thereof) every
          Indemnified Person shall be indemnified out of the funds of the
          Company against all liabilities incurred by him by or by reason of any
          act done, conceived in or omitted in the conduct of the Company's
          business or in the discharge of his duties, in defending any
          proceedings, whether civil or criminal, in which judgement is given in
          his favour, or in which he is acquitted, or in connection with any
          application under the Act in which relief from liability is granted to
          him by the court.

     (5)  To the extent that any Indemnified Person is entitled to claim an
          indemnity pursuant to these Bye-Laws in respect of amounts paid or
          discharged by him, the relative indemnity shall take effect as an
          obligation of the Company to reimburse the person making such payment
          or effecting such discharge.

     (6)  Subject to the Act expenses incurred in defending any civil or
          criminal action or proceeding for which indemnification is required
          pursuant to these Bye-Laws shall be paid by the Company in advance of
          the final disposition of such action or proceeding upon receipt of an
          undertaking by or on behalf of the Indemnified Person to repay such
          amount if it shall ultimately be determined that the Indemnified
          Person

<PAGE>

                                      -21-

          is not entitled to be indemnified pursuant to these Bye-Laws PROVIDED
          THAT no monies shall be paid hereunder unless payment of the same
          shall be authorised in the specific case upon a determination that
          indemnification of the Director or Officer would be proper in the
          circumstances because he has met the standard of conduct which would
          entitle him to the indemnification thereby provided and such
          determination shall be made subject to the Investor Rights Agreement
          (and without prejudice to the terms thereof):

          (a)  by the Board, by a majority vote at a meeting duly constituted by
               a quorum of Directors not party to the proceedings or matter with
               regard to which the indemnification is, or would be, claimed; or

          (b)  in the case such a meeting cannot be constituted by lack of a
               disinterested quorum, by independent legal counsel in a written
               opinion; or

          (c)  by a majority vote of the Members.


          Each Member, by virtue of its acquisition and continued holding of a
          share, shall be deemed to have acknowledged and agreed that the
          advances of funds may be made by the Company as aforesaid, and when
          made by the Company under these Bye-Laws are made to meet expenditures
          incurred for the purpose of enabling such Indemnified Person to
          properly perform his or her duties to the Company.

     (7)  Without prejudice to the provisions of these Bye-Laws, the Board shall
          have the power to purchase and maintain insurance for or for the
          benefit of any Indemnified Person or any persons who are or were at
          any time Directors, Officers, or employees of the Company, or of any
          other company which is its holding company or in which the Company or
          such holding company has any interest whether direct or indirect or
          which is in any way allied to or associated with the Company, or of
          any subsidiary undertaking of the Company or any such other company,
          or who are or were at any time trustees of any pension fund in which
          employees of the Company or any such other company or subsidiary
          undertaking are interested, including (without prejudice to the
          generality of the foregoing) insurance against any liability incurred
          by such persons in respect of any act or omission in the actual or
          purported execution or discharge of their duties or in the exercise or
          purported exercise of their powers or otherwise in relation to their
          duties, powers or offices in relation to the Company or any such other
          company, subsidiary undertaking or pension fund.

31.  Waiver of claim by Member

     Each Member agrees to waive any claim or right of action such Member might
     have, whether individually or by or in the right of the Company, against
     any Indemnified Person on account of any action taken by such Indemnified
     Person, or the failure of such Indemnified person to take any action in the
     performance of his duties with or for the Company, PROVIDED

<PAGE>

                                      -22-

     THAT such waiver shall not extend to any matter in respect of any fraud or
     dishonesty which may attach to such Indemnified Person.

                                    MEETINGS

32.  Notice of annual general meeting

     The annual general meeting of the Company shall be held in each year other
     than the year of incorporation at such time and place as the President or
     the Chairman or any two Directors or any Director and the Secretary or the
     Board shall appoint. At least twenty days notice of such meeting shall be
     given to each Member stating the date, place and time at which the meeting
     is to be held and as far as practicable, the other business to be conducted
     at the meeting.

33.  Notice of special general meeting

     The President or the Chairman or a majority of Directors or any Director
     and the Secretary or the Board may convene a special general meeting of the
     Company whenever in their judgment such a meeting is necessary, upon not
     less than five days notice which shall state the date, time, place and the
     general nature of the business to be considered at the meeting.

35.  Accidental omission of notice of general meeting

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

36.  Meeting called on requisition of Members

     Notwithstanding anything in these Bye-laws the Board shall, on the
     requisition of Members holding at the date of the deposit of the
     requisition not less than one-tenth of such of the paid-up share capital of
     the Company as at the date of the deposit carries the right to vote at
     general meetings of the Company, forthwith proceed to convene a special
     general meeting of the Company and the provisions of Section 74 of the Act
     shall apply.

37.  Short notice

     A general meeting of the Company shall, notwithstanding that it is called
     by shorter notice than that specified in these Bye-laws, be deemed to have
     been properly called if it is so agreed by (i) all the Members entitled to
     attend and vote thereat in the case of an annual general meeting; and (ii)
     by a majority in number of the Members having the right to attend and vote
     at the meeting holding not less than 95% in nominal value of the shares
     giving a right to attend and vote thereat in the case of a special general
     meeting.

38.  Postponement of meetings

<PAGE>

                                      -23-

     The Secretary may postpone any general meeting called in accordance with
     the provisions of these Bye-laws (other than a meeting requisitioned under
     these Bye-laws) PROVIDED THAT notice of postponement is given to each
     Member before the time for such meeting. Fresh notice of the date, time and
     place for the postponed meeting shall be given to each Member in accordance
     with the provisions of these Bye-laws.

39.  Quorum for general meeting

     (1)  At any general meeting of the Company two or more persons present in
          person and representing in person or by proxy in excess of 50% of the
          total issued voting shares in the Company throughout the meeting shall
          form a quorum for the transaction of business, PROVIDED THAT if the
          Company shall at any time have only one Member, one Member present in
          person or by proxy shall form a quorum for the transaction of business
          at any general meeting of the Company held during such time. If within
          half an hour from the time appointed for the meeting a quorum is not
          present, the meeting shall stand adjourned to the same day one week
          later, at the same time and place or to such other day, time or place
          as the Board may determine.

     (2)  No business shall be transacted at any general meeting unless a quorum
          is present when the meeting proceeds to business, but the absence of a
          quorum shall not preclude the appointment, choice or election of a
          chairman, which shall not be treated as part of the business of the
          meeting.

40.  Adjournment of meetings

     (1)  The chairman of a general meeting may, without the consent of the
          Members at any general meeting at which a quorum is present (and shall
          if so directed), adjourn the meeting. In addition the chairman may
          adjourn the meeting to another time and place without such consent or
          direction if it appears to him that:

     (a)  it is likely to be impracticable to hold or continue that meeting
          because of the number of Members wishing to attend who are not
          present; or

     (b)  the unruly conduct of persons attending the meeting prevents, or is
          likely to prevent, the orderly continuation of the business of the
          meeting; or

     (c)  an adjournment is otherwise necessary so that the business of the
          meeting may be properly conducted.

     (2)  Unless the meeting is adjourned to a specific date and time, fresh
          notice of the date, time and place for the resumption of the adjourned
          meeting shall be given to each Member in accordance with the
          provisions of these Bye-laws.

41.  Attendance at meetings

<PAGE>

                                      -24-

     Members may participate in any general meeting by means of in person or by
     proxy and participation in such a meeting shall constitute presence in
     person at such meeting.

42.  Written resolutions

     (1)  Subject to subparagraph (6), anything which may be done by resolution
          of the Company in general meeting or by resolution of a meeting of any
          class of the Members of the Company, may, without a meeting and
          without any previous notice being required, be done by resolution in
          writing signed by, or, in the case of a Member that is a corporation
          whether or not a company within the meaning of the Act, on behalf of,
          all the Members who at the date of the resolution would be entitled to
          attend the meeting and vote on the resolution.

     (2)  A resolution in writing may be signed by, or, in the case of a Member
          that is a corporation whether or not a company within the meaning of
          the Act, on behalf of, all the Members, or any class thereof, in as
          many counterparts as may be necessary.

     (3)  For the purposes of this Bye-law, the date of the resolution is the
          date when the resolution is signed by, or, in the case of a Member
          that is a corporation whether or not a company within the meaning of
          the Act, on behalf of, the last Member to sign and any reference in
          any Bye-law to the date of passing of a resolution is, in relation to
          a resolution made in accordance with this Bye-law, a reference to such
          date.

     (4)  A resolution in writing made in accordance with this Bye-law is as
          valid as if it had been passed by the Company in general meeting or by
          a meeting of the relevant class of Members, as the case may be, and
          any reference in any Bye-law to a meeting at which a resolution is
          passed or to Members voting in favour of a resolution shall be
          construed accordingly.

     (5)  A resolution in writing made in accordance with this Bye-law shall
          constitute minutes for the purposes of Sections 81 and 82 of the Act.

     (6)  This Bye-law shall not apply to:

          (a)  a resolution passed pursuant to Section 89(5) of the Act; or

          (b)  a resolution passed for the purpose of or the consequence of
               removing a Director before the expiration of his term of office
               under these Bye-laws.

43.  Attendance of Directors

     The Directors of the Company shall be entitled to receive notice of and to
     attend and be heard at any general meeting.

44.  Voting at meetings

<PAGE>

                                      -25-

     (1)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof), the provisions of the Act and these Bye-laws, any
          question proposed for the consideration of the Members at any general
          meeting shall be decided by the affirmative votes of a majority of the
          votes cast in accordance with the provisions of these Bye-laws and in
          the case of an equality of votes the chairman of the meeting shall not
          be entitled to have a second or casting vote and the vote shall fail.

     (2)  No Member shall be entitled save as proxy for another Member whose
          shares are paid in full to be present or vote at any meeting, either
          in person or by proxy, or to exercise any privilege in relation to
          meetings of the Company in respect of any share held by him (whether
          alone or jointly with any other person) on which there shall not have
          been paid all calls for the time being due and payable, together with
          interest and expenses (if any).

45.  Voting on show of hands

     At any general meeting a Resolution put to the vote of the meeting shall,
     in the first instance, be voted upon by a show of hands and, subject to any
     rights or restrictions for the time being lawfully attached to any class of
     shares and subject to the provisions of these Bye-laws, every Member
     present in person and every person holding a valid proxy at such meeting
     shall be entitled to one vote and shall cast such vote by raising his or
     her hand.

46.  Decision of chairman

     If;

     (1)  any objection shall be raised to the qualification of any voter; or,

     (2)  any votes have been counted which ought not to have been counted or
          which might have been rejected; or

     (3)  any votes are not counted which ought to have been counted,

          the objection or error shall not vitiate the decision of the meeting
          or adjourned meeting on any Resolution unless the same is raised or
          pointed out at the meeting or, as the case may be, the adjourned
          meeting at which the vote objected to is given or tendered or at which
          the error occurs. Any objection or error shall be referred to the
          chairman of the meeting and shall only vitiate the decision of the
          meeting on any Resolution if the chairman decides that the same may
          have affected the decision of the meeting. The decision of the
          chairman on such matters shall be final and conclusive.

<PAGE>

                                      -26-

47.  Demand for a poll

     (1)  Notwithstanding the provisions of these Bye-laws, at any general
          meeting of the Company, in respect of any question proposed for the
          consideration of the Members (whether before or on the declaration of
          the result of a show of hands as provided for in these Bye-laws), a
          poll may be demanded by any of the following persons:

               (a)  the chairman of such meeting; or

               (b)  at least three Members present in person or represented by
                    proxy; or

               (c)  any Member or Members present in person or represented by
                    proxy and holding between them not less than one-tenth of
                    the total voting rights of all the Members having the right
                    to vote at such meeting; or

               (d)  any Member or Members present in person or represented by
                    proxy holding shares in the Company conferring the right to
                    vote at such meeting, being shares on which an aggregate
                    sum has been paid up equal to not less than one-tenth of the
                    total sum paid up on all such shares conferring such right;

     (2)  Where, in accordance with the provisions of subparagraph (1) of this
          Bye-law, a poll is demanded, subject to any rights or restrictions for
          the time being lawfully attached to any class of shares and subject to
          the provisions of these Bye-laws, every person present at such meeting
          shall have one vote for each share of which such person is the holder
          or for which such person holds a proxy and such vote shall be counted
          in the manner set out in subparagraph (4) of this Bye-Law and the
          result of such poll shall be deemed to be the resolution of the
          meeting at which the poll was demanded and shall replace any previous
          resolution upon the same matter which has been the subject of a show
          of hands.

     (3)  A poll demanded in accordance with the provisions of subparagraph (1)
          of this Bye-law, for the purpose of electing a chairman of the meeting
          or on a question of adjournment, shall be taken forthwith and a poll
          demanded on any other question shall be taken in such manner and at
          such time and place as the Chairman (or acting chairman) may direct
          and any business other than that upon which a poll has been demanded
          may be proceeded with pending the taking of the poll.

     (4)  Where a vote is taken by poll, each person present and entitled to
          vote shall be furnished with a ballot paper on which such person
          shall record his or her vote in such manner as shall be determined at
          the meeting having regard to the nature of the question on which the
          vote is taken, and each ballot paper shall be signed or initialled or
          otherwise marked so as to identify the voter and the registered holder
          in the case of a proxy. At the conclusion of the poll, the ballot
          papers shall be examined and counted by a committee of not less than
          two Members or proxy holders appointed by

<PAGE>

                                      -27-

          the chairman for the purpose and the result of the poll shall be
          declared by the chairman.

48.  Seniority of joint holders voting

     In the case of joint holders the vote of the senior who tenders a vote,
     whether in person or by proxy, shall be accepted to the exclusion of the
     votes of the other joint holders, and for this purpose seniority shall be
     determined by the order in which the names stand in the Register of
     Members.

49.  Instrument of proxy

     The instrument appointing a proxy shall be in writing in the form of Form
     "A" in the Schedule hereto or in such other form as the Board may approve,
     under the hand of the appoint or or of the appointor's attorney duly
     authorised in writing, or if the appoint or is a corporation, either under
     its seal, or under the hand of a duly authorised officer or attorney. The
     decision of the chairman of any general meeting as to the validity of any
     instrument of proxy shall be final.

50.  Representation of corporations at meetings

     A corporation which is a Member may, by written instrument, authorise such
     person as it thinks fit to act as its representative at any meeting of the
     Members and the person so authorised shall be entitled to exercise the same
     powers on behalf of the corporation which such person represents as that
     corporation could exercise if it were an individual Member. Notwithstanding
     the foregoing, the chairman of the meeting may accept such assurances as he
     or she thinks fit as to the right of any person to attend and vote at
     general meetings on behalf of a corporation which is a Member.

                            SHARE CAPITAL AND SHARES

51.  Share Capital

     (1)  The authorised share capital of the Company at the time of the
          adoption of these Bye-Laws is US$48,818.18 and immediately after that
          will comprise on the date of adoption US$36,818.18 divided into
          1,515,151 Common Shares and 325,758 Undesignated Shares.

     (2)  Common Shares

          The Common Shares shall, subject to the other provisions of these
          Bye-Laws, entitle the holders thereof to the following rights:

          (a)  as regards dividend:

<PAGE>

                                      -28-

               after making all necessary provisions, where relevant, for
               payment of any preferred dividend in respect of any preference
               shares in the Company then outstanding, the Company shall apply
               any profits or reserves which the Directors resolve to distribute
               in paying such profits or reserves to the holder of the Common
               Shares in respect of their holding of such shares pari passu and
               pro rata to the number of Common Shares held by each of them;

          (b)  as regards capital:

               on a return of assets on liquidation, reduction of capital or
               otherwise, the holders of the Common Shares shall be entitled to
               be paid the surplus assets of the Company remaining after payment
               of its liabilities (subject to the rights of holders of any
               preferred shares in the Company then in issue having preferred
               rights on the return of capital) in respect of their holdings of
               Common Shares pari passu and pro rata to the number of Common
               Shares held by each of them;

          (c)  as regards voting in general meetings:
               the holders of the Common Shares shall be entitled to receive
               notice of, and to attend and vote at, general meetings of the
               Company; every holder of Common Shares present in person or by
               proxy shall on a poll have one vote for each Common Share held by
               him.

Undesignated Shares

     (3)  The rights attaching to the Undesignated Shares, subject to the
          Investor Rights Agreement (and without prejudice to the terms thereof)
          and these Bye-Laws generally shall be as follows:

          (a)  each Undesignated Share shall have attached to it such preferred,
               qualified or other special rights, privileges and conditions and
               be subject to such restrictions, whether in regard to dividend,
               return of capital, redemption, conversion into Common Shares or
               voting or otherwise, as the Board may determine on or before its
               allotment;

          (b)  the Board may allot the Undesignated Shares in more than one
               series and, if it does so, may name and designate each series in
               such manner as it deems appropriate to reflect the particular
               rights and restrictions attached to that series, which may differ
               in all or any respects from any other series of Undesignated
               Shares;

          (c)  the particular rights and restrictions attached to any
               Undesignated Shares shall be recorded in a resolution of the
               Board. The Board may at any time before the allotment of any
               Undesignated Share by further resolution in any way amend such
               rights and restrictions or vary or revoke its designation. A copy
               of any

<PAGE>

                                      -29-

               such resolution or amending resolution for the time being in
               force shall be either annexed as an appendix to (but shall not
               form part of) these Bye-Laws or shall otherwise be retained in
               the minute book of the Company; and

          (d)  the Board shall not attach to any Undesignated Share any rights
               or restrictions which would alter or abrogate any of the special
               rights attached to any other class of series of shares for the
               time being in issue without such sanction as is required for any
               alteration or abrogation of such rights, unless expressly
               authorised to do so by the rights attaching to or by the terms of
               issue of such shares.

52.  (1)  Preference Shares

          Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof) the terms and manner of the redemption of any
          redeemable shares created pursuant to Bye-law 5l(3) shall be as the
          Board may by resolution determine before the allotment of such shares
          and the terms and manner of redemption of any other redeemable
          preference shares shall be either:

          (a)  as the Members may by Resolution determine; or

          (b)  insofar as the Members do not by any Resolution determine, as the
               Board may by resolution determine, in either case, before the
               allotment of such shares. A copy of any such Resolution or
               resolution of the Board for the time being in force shall be
               attached as an appendix to (but shall not form part of) these
               Bye-Laws.

     (2)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof) the terms of any redeemable preference shares
          (including any redeemable preference shares created pursuant to
          Bye-Law 51(3) may provide for the whole or any part of the amount
          due on redemption to be paid or satisfied in cash or otherwise than
          solely in cash, to the extent permitted by the Act.

53.       Power to issue shares

               Subject to the Investor Rights Agreement (and without prejudice
               to the terms thereof), to the provisions of these Bye-laws and
               without prejudice to any special rights previously conferred on
               the holders of any existing shares or class of shares:-

<PAGE>

                                      -30-

          (1)  The Board shall have power to issue any unissued shares of the
               Company on such terms and conditions as the Board may determine
               and any shares or class of shares may be issued with such
               preferred, deferred or other special rights or such
               restrictions, whether in regard to dividend, voting, return of
               capital or otherwise as the Board may from time to time prescribe
               PROVIDED ALWAYS that notwithstanding the provisions of Bye-laws
               51, 52 and this Bye-law 53 the Company shall not be authorized to
               issue non-voting shares to the extent prohibited by Section
               1123(a) (6) of Title 11 of the United States Code (the
               "Bankruptcy Code"); save that this proviso will have no further
               force and effect beyond that required by Section 1123 of the
               Bankruptcy Code.

          (2)  The Board shall, in connection with the issue of any share, have
               the power to pay such commission and brokerage as may be
               permitted by law.

          (3)  The Company shall not give, whether directly or indirectly,
               whether by means of loan, guarantee, provision of security or
               otherwise, any financial assistance for the purpose of a purchase
               or subscription made or to be made by any person of or for any
               shares in the Company, but nothing in this Bye-Law shall prohibit
               transactions mentioned in Sections 39A, 39B and 39C of the Act.

          (4)  The Board may from time to time do any one or more of the
               following things:

          (a)  make arrangements on the issue of shares for a difference between
               the Members in the amounts and times of payments of calls on
               their shares;

          (b)  accept from any Member the whole or a part of the amount
               remaining unpaid on any shares held by him, although no part of
               that amount has been called up;

          (c)  pay dividends in proportion to the amount paid up on each share
               where a larger amount is paid up on some shares than on others;
               and

          (d)  issue shares in fractional denominations and deal with such
               fractions to the same extent as its whole shares and shares in
               fractional denominations shall have in proportion to the
               respective fractions represented thereby all of the rights of
               whole shares including (but without limiting the generality of
               the foregoing) the right to vote, to receive dividends and
               distributions and to participate in a winding up.

<PAGE>

                                      -31-

54.       Variation of rights, alteration of share capital and purchase of
          shares of the Company

          (1)  Subject to the Investor Rights Agreement (and without prejudice
               to the terms thereof) the Company may from time to time by
               Resolution:

               (a)  divide its shares into several classes and attach thereto
                    respectively any preferential, deferred, qualified or
                    special rights, privileges or conditions;

               (b)  consolidate and divide all or any of its share capital into
                    shares of larger par value than its existing shares;

               (c)  sub-divide its shares or any of them into shares of smaller
                    par value than is fixed by its memorandum of association,
                    so, however, that in the sub-division the proportion between
                    the amount paid and the amount, if any, unpaid on each
                    reduced share shall be the same as it was in the case of the
                    share from which the reduced share is derived;

               (d)  make provision for the issue and allotment of shares which
                    do not carry any voting rights;

               (e)  cancel shares which, at the date of the passing of the
                    Resolution in that behalf, have not been taken or agreed to
                    be taken by any person, and diminish the amount of its share
                    capital by the amount of the shares so cancelled; and

               (f)  change the currency denomination of its share capital. Where
                    any difficulty arises in regard to any division,
                    consolidation, or sub-division under this Bye-Law, the Board
                    may settle the same as it thinks expedient and, in
                    particular, may arrange for the sale of the shares
                    representing fractions and the distribution of the net
                    proceeds of sale in due proportion amongst the Members who
                    would have been entitled to the fractions, and for this
                    purpose the Board may authorise some person to transfer the
                    shares representing fractions to the purchaser thereof, who
                    shall not be bound to see to the application of the purchase
                    money nor shall his title to the shares be affected by any
                    irregularity or invalidity in the proceedings relating to
                    the sale. Subject to the Investor Rights Agreement (and
                    without prejudice to the terms thereof) and to the Act and
                    to any confirmation or consent required by law or these
                    Bye-Laws, the Company may by Resolution from time to time
                    convert any preference shares into redeemable preference
                    shares.

          (2)  If at any time the share capital is divided into different
               classes of shares, subject to the provisions of the Investor
               Rights Agreement (and without prejudice to the terms thereof) the
               rights attached to any class (unless

<PAGE>

                                      -32-

               otherwise provided by the terms of issue of the shares of that
               class) may, whether or not the Company is being wound-up, be
               varied with the consent in writing of the holders of
               three-fourths of the issued shares of that class or with the
               sanction of a resolution passed by a majority of the votes cast
               at a separate general meeting of the holders of the shares of the
               class in accordance with Section 47 (7) of the Act. The rights
               conferred upon the holders of the shares of any class issued with
               preferred or other rights shall not, unless otherwise expressly
               provided by the terms of issue of the shares of that class, be
               deemed to be varied by the creation or issue of further shares
               ranking pari passu therewith.

               To any such separate meeting, all the provisions of these
               Bye-Laws as to general meeting of the Company shall mutatis
               mutandis apply, but so that the necessary quorum shall be two or
               more persons holding or representing by proxy the majority of the
               shares of the relevant class, that every holder of shares of the
               relevant class shall be entitled on a poll to one vote for every
               such share held by him and that any holder of shares of the
               relevant class present in person or by proxy may demand a poll;
               provided, however, that if the Company or a class of Members
               shall have only one Member, one Member present in person or by
               proxy shall constitute the necessary quorum.

          (3)  Subject to the Investor Rights Agreement (and without prejudice
               to the terms thereof) the Company may from time to time by
               resolution of the Members change the currency denomination of,
               increase, alter or reduce its share capital in accordance with
               the provisions of Sections 45 and 46 of the Act. Where, on any
               alteration of share capital, fractions of shares or some other
               difficulty would arise, the Board may deal with or resolve the
               same in such manner as it thinks fit including, without limiting
               the generality of the foregoing, the issue to Members, as
               appropriate, of fractions of shares and/or arranging for the sale
               or transfer of the fractions of shares of Members PROVIDED ALWAYS
               (and without limiting the aforesaid) that (i) an increase in the
               authorised share capital of the Company and (ii) the creation of
               Non-Qualifying Preferred Shares shall require an amendment to be
               made in these Bye-laws.

          (4)  Subject to the Investor Rights Agreement (and without prejudice
               to the terms thereof) the Company may from time to time purchase
               its own shares in accordance with the provisions of Section 42A
               of the Act.

<PAGE>

                                      -33-

55.  Registered holder of shares

          (1)  The Company shall be entitled to treat the registered holder of
               any share as the absolute owner thereof and accordingly shall not
               be bound to recognise any equitable or other claim to, or
               interest in, such share on the part of any other person.

          (2)  Any dividend, interest or other moneys payable in cash in respect
               of shares may be paid by cheque or draft sent through the post
               directed to the Member at such Member's address in the Register
               of Members or, in the case of joint holders, to such address of
               the holder first named in the Register of Members, or to such
               person and to such address as the holder or joint holders may in
               writing direct. If two or more persons are registered as joint
               holders of any shares any one can give an effectual receipt for
               any dividend paid in respect of such shares.

56.  Death of a joint holder

     Where two or more persons are registered as joint holders of a share or
     shares then in the event of the death of any joint holder or holders the
     remaining joint holder or holders shall be absolutely entitled to the said
     share or shares and the Company shall recognise no claim in respect of the
     estate of any joint holder except in the case of the last survivor of such
     joint holders.

57.  Share certificates

          (1)  Every Member shall be entitled to a certificate of the Company
               specifing the number and, where appropriate, the class of shares
               held by such Member and whether the same are fully paid up and,
               if not, how much has been paid thereon. The Board may by
               resolution determine, either generally or in any particular case,
               that any signatures on any such certificates need not be
               autographic but may be affixed to such certificates by some
               mechanical means or may be printed thereon or that such
               certificates need not be signed by any persons, or may determine
               that a representation of the seal may be printed on any such
               certificates. If any person holding an office in the Company who
               has signed, or whose facsimile signature has been used on, any
               certificate ceases for any reason to hold his office, such
               certificate may nevertheless be issued as though that person had
               not ceased to hold such office.

          (2)  The Company shall be under no obligation to complete and deliver
               a share certificate unless specifically called upon to do so by
               the person to whom such shares have been allotted.

          (3)  If any share certificate is proved to the satisfaction of the
               Board to have been defaced, worn out, lost, or destroyed the
               Board may require an indemnity for

<PAGE>

                                      -34-

               the lost certificate and cause a new certificate to be issued to
               the holder of such certificate entered in the Register of
               Members.

          (4)  Nothing in these Bye-Laws shall prevent title to any securities
               of the Company from being evidenced and/or transferred without a
               written instrument in accordance with regulations made from time
               to time in this regard under the Act, and the Board shall have
               power to implement any arrangements which it may think fit for
               such evidencing and/or transfer which accord with those
               regulations.

58.  Calls on shares

          (1)  The Board may from time to time make such calls as it thinks fit
               upon the Members in respect of any monies unpaid on the shares
               allotted to or held by such Members and, if a call is not paid on
               or before the day appointed for payment thereof, the Member may
               at the discretion of the Board be liable to pay the Company
               interest on the amount of such call at such rate as the Board may
               determine, from the date when such call was payable up to the
               actual date of payment. The joint holders of a share shall be
               jointly and severally liable to pay all calls in respect thereof.

          (2)  The Board may, on the issue of shares, differentiate between the
               holders as to the amount of calls to be paid and the times of
               payment of such calls.

          (3)  The Company shall have a first and paramount lien on every share
               that is not a fully paid share for all monies, whether presently
               payable or not, called or payable, at a date fixed by or in
               accordance with the terms of issue of such share in respect of
               such share. The Company's lien on a share shall extend to all
               dividends payable thereon. The Board may at any time, either
               generally or in any particular case, waive any lien that has
               arisen or declare any share to be wholly or in part exempt from
               the provisions of this Bye-Law.

          (4)  The Company may sell, in such manner as the Board may think fit,
               any share on which the Company has a lien but no sale shall be
               made unless some sum in respect of which the lien exists is
               presently payable nor until the expiration of fourteen (14) days
               after a notice in writing, stating and demanding payment of the
               sum presently payable and giving notice of the intention to sell
               in default of such payment, has been served on the holder for the
               time being of the share.

          (5)  The net proceeds of sale by the Company of any shares on which it
               has a lien shall be applied in or towards payment or discharge of
               the debt or liability in respect of which the lien exists so far
               as the same is presently payable, and any residue shall (subject
               to a like lien for debts or liabilities not presently payable as
               existed upon the share prior to the sale) be paid to the person
               who

<PAGE>

                                      -35-

          was the holder of the share immediately before such sale. For giving
          effect to any such sale, the Board may authorise some person to
          transfer the share sold to the purchaser thereof. The purchaser shall
          be registered as the holder of the share and he shall not be bound to
          see to the application of the purchase money, nor shall his title to
          the share be affected by any irregularity or invalidity in the
          proceedings relating to the sale.

     (6)  (a)  Whenever any law for the time being of any country, state or
               place imposes or purports to impose any immediate or future or
               possible liability upon the Company to make any payment or
               empowers any government or taxing authority or government
               official to require the Company to make any payment in respect of
               any shares registered in any of the Company's registers as held
               either jointly or solely by any Member or in respect of any
               dividends, bonuses or other monies due or payable or accruing due
               or which may become due or payable to such Member by the Company
               on or in respect of any shares registered as aforesaid or for or
               on account or in respect of any Member and whether in consequence
               of:

               (i)   the death of such Member;

               (ii)  the non-payment of any income tax or other tax by such
                     Member;

               (iii) the non-payment of any estate, probate, succession, death,
                     stamp, or other duty by the executor or administrator of
                     such Member or by or out of his estate; or

               (iv)  any other act or thing;

                     in every such case (except to the extent that the rights
                     conferred upon holders of any class of shares render the
                     Company liable to make additional payments in respect of
                     sums withheld on account of the foregoing):

<PAGE>

                                      -36-

          (b)  the Company shall be fully indemnified by such Member or his
               executor or administrator from all liability;

          (c)  the Company shall have a lien upon all dividends and other monies
               payable in respect of the shares registered in any of the
               Company's registers as held either jointly or solely by such
               Member for all monies paid or payable by the Company in respect
               of such shares or in respect of any dividends or other monies as
               aforesaid thereon or for or on account or in respect of such
               Member under or in consequence of any such law together with
               interest at the rate of fifteen percent (15%) per annum thereon
               from the date of payment to date of repayment and may deduct or
               set off against such dividends or other monies payable as
               aforesaid any monies paid or payable by the Company as aforesaid
               together with interest as aforesaid;

          (d)  the Company may recover as a debt due from such Member or his
               executor or administrator wherever constituted any monies paid by
               the Company under or in consequence of any such law and interest
               thereon at the rate and for the period aforesaid in excess of any
               dividends or other monies as aforesaid then due or payable by the
               Company;

          (e)  the Company may, if any such money is paid or payable by it under
               any such law as aforesaid, refuse to register a transfer of any
               shares by any such Member or his executor or administrator until
               such money and interest as aforesaid is set off or deducted as
               aforesaid, or in case the same exceeds the amount of any such
               dividends or other monies as aforesaid then due or payable by the
               Company, until such excess is paid to the Company.

Subject to the rights conferred upon the holders of any class of shares, nothing
herein contained shall prejudice or affect any right or remedy which any law may
confer or purport to confer on the Company and as between the Company and every
such Member as aforesaid, his estate representative, executor, administrator and
estate wheresoever constituted or situate, any right or remedy which such law
shall confer or purport to confer on the Company shall be enforceable by the
Company.

59.  Forfeiture of shares

          (1)  If any Member fails to pay, on the day appointed for payment
               thereof, any call in respect of any share allotted to or held by
               such Member, the Board may, at any time thereafter during such
               time as the call remains unpaid, direct the Secretary to forward
               to such Member a notice in the form of Form "B" in the Schedule
               hereto or in such other form as the Board may approve.

          (2)  If the requirements of such notice are not complied with, any
               such share may at any time thereafter before the payment of such
               call and the interest due in respect thereof be forfeited by a
               resolution of the Board to that effect, and such share shall
               thereupon become the property of the Company and may be

<PAGE>

                                      -37-

               disposed of as the Board shall determine.

          (3)  A Member whose share or shares have been forfeited as aforesaid
               shall, notwithstanding such forfeiture, be liable to pay to the
               Company all calls owing on such share or shares at the time of
               the forfeiture and all interest due thereon.

                               REGISTER OF MEMBERS

60.  Contents of Register of Members

     The Board shall cause to be kept in one or more books a Register of Members
     and shall enter therein the particulars required by the Act.

61.  Inspection of Register of Members

     The Register of Members shall be open to inspection at the registered
     office of the Company on every business day, subject to such reasonable
     restrictions as the Board may impose, so that not less than two hours in
     each business day be allowed for inspection. The Register of Members may,
     after notice has been given by advertisement in an appointed newspaper to
     that effect, be closed for any time or times not exceeding in the whole
     thirty days in each year.

62.  Determination of record dates

     Notwithstanding any other provision of these Bye-laws, the Board may fix
     any date as the record date for:

          (a)  determining the Members entitled to receive any dividend; and

          (b)  determining the Members entitled to receive notice of and to vote
               at any general meeting of the Company.

                               TRANSFER OF SHARES

63.  Instrument of transfer

     (1)  An instrument of transfer shall be in the form or as near thereto as
          circumstances admit of Form "C" in the Schedule hereto or in such
          other form as the Board may approve. Such instrument of transfer shall
          be signed by or on behalf of the transferor and transferee PROVIDED
          THAT, in the case of a fully paid share, the Board may accept the
          instrument signed by or on behalf of the transferor alone. The
          transferor shall be deemed to remain the holder of such share until
          the same has been transferred to the transferee in the Register of
          Members.

<PAGE>

                                      -38-

64.  Restriction on transfer

     (1)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof), the Act and to such of the restrictions contained in
          these Bye-Laws as may be applicable, any Member may transfer all or
          any of his shares by an instrument of transfer in the usual common
          form or in any other form which the Board may approve.

     (2)  The instrument of transfer of a share shall be signed by or on behalf
          of the transferor and where any share is not fully-paid, the
          transferee. The transferor shall be deemed to remain the holder of the
          share until the name of the transferee is entered in the Register in
          respect thereof. All instruments of transfer when registered may be
          retained by the Company. The Board may, in its absolute discretion and
          without assigning any reason therefor, decline to register any
          transfer of any share which is not a fully-paid share. The Board may
          also decline to register any transfer unless:

          (a)  the instrument of transfer is lodged with the Company, at such
               place as the Board shall appoint for the purpose, accompanied by
               the certificate for the shares (if any has been issued) to which
               it relates, and such other evidence as the Board may reasonably
               require to show the right of the transferor to make the transfer,

          (b)  it is satisfied that all applicable consents, authorisations,
               permissions or approvals of any governmental body or agency in
               Bermuda or any other applicable jurisdiction required to be
               obtained under relevant law prior to such transfer have been
               obtained.

               Subject to any directions of the Board from time to time in
               force, the Secretary may exercise the powers and discretions of
               the Board under this Bye-Law.

     (3)  If the Board declines to register a transfer it shall, within five (5)
          days after the date on which the instrument of transfer was lodged,
          send to the transferee notice of such refusal.

     (4)  No fee shall be charged by the Company for registering any transfer,
          probate, letters of administration, certificate of death or marriage,
          power of attorney, order of court or other instrument relating to or
          affecting the title to any share, or otherwise making an entry in the
          Register relating to any share, (except that the Company may require
          payment of a sum sufficient to cover any tax or other governmental
          charge that may be imposed on it in connection with such transfer or
          entry).

 65. Transfers by joint holders

     The joint holders of any share or shares may transfer such share or shares
     to one or more of



<PAGE>
                                      -39-

     such joint holders, and the surviving holder or holders of any share or
     shares previously held by them jointly with a deceased Member may transfer
     any such share to the executors or administrators of such deceased Member.

                             TRANSMISSION OF SHARES

66.  Representative of deceased Member

     In the case of the death of a Member, the survivor or survivors where the
     deceased Member was a joint holder, and the legal personal representatives
     of the deceased Member where the deceased Member was a sole holder, shall
     be the only persons recognised by the Company as having any title to the
     deceased Member's interest in the shares. Nothing herein contained shall
     release the estate of a deceased joint holder from any liability in respect
     of any share which had been jointly held by such deceased Member with other
     persons. Subject to the provisions of Section 52 of the Act, for the
     purpose of this Bye-law, legal personal representative means the executor
     or administrator of a deceased Member or such other person as the Board may
     in its absolute discretion decide as being properly authorised to deal with
     the shares of a deceased Member.

67.  Registration on death or bankruptcy

     Any person becoming entitled to a share in consequence of the death or
     bankruptcy of any Member may be registered as a Member upon such evidence
     as the Board may deem sufficient or may elect to nominate some person to be
     registered as a transferee of such share, and in such case the person
     becoming entitled shall execute in favour of such nominee an instrument of
     transfer in the form of Form "D" in the Schedule hereto or in such other
     form as the Board may approve. On the presentation thereof to the Board,
     accompanied by such evidence as the Board may require to prove the title of
     the transferor, the transferee shall be registered as a Member but the
     Board shall, in either case, have the same right to decline or suspend
     registration as it would have had in the case of a transfer of the share by
     that Member before such Member's death or bankruptcy, as the case may be.

                        DIVIDENDS AND OTHER DISTRIBUTIONS

68.  Declaration of dividends by the Board

     (1)  The Board may, subject to the Investor Rights Agreement (and without
          prejudice to the term thereof) and to these Bye-laws and in accordance
          with Section 54 of the Act, declare a dividend to be paid to the
          Members, in proportion to the number of shares held by them, and such
          dividend may be paid in cash or wholly or partly in specie in which
          case the Board may fix the value for distribution in specie of any
          assets.

     (2)  No dividend, distribution or other monies payable by the Company on or
          in respect of any share shall bear interest against the Company.

<PAGE>

                                      -40-

     (3)  Any dividend, distribution or interest, or part thereof payable in
          cash, or any other sum payable in cash to the holder of shares may be
          paid by cheque or warrant sent through the post or by courier
          addressed to the holder at his address in the Register of Members or,
          in the case of joint holders, addressed to the holder whose name
          stands first in the Register of Members in respect of the shares at
          his registered address as appearing in the Register of Members or
          addressed to such person at such address as the holder or joint
          holders may in writing direct. Every such cheque or warrant shall,
          unless the holder or joint holders otherwise direct, be made payable
          to the order of the holder or, in the case of joint holders, to the
          order of the holder whose name stands first in the Register of Members
          in respect of such shares, and shall be sent at his or their risk and
          payment of the cheque or warrant by the bank on which it is drawn
          shall constitute a good discharge to the Company. Any one of two or
          more joint holders may give effectual receipts for any dividends,
          distributions or other monies payable or property distributable in
          respect of the shares held by such joint holders.

69.  Other distributions

     The Board may declare and make such other distributions (in cash or in
     specie) to the Members as may be lawfully made out of the assets of the
     Company.

70.  Reserve fund

     The Board may from time to time before declaring a dividend set aside, out
     of the surplus or profits of the Company, such sum as it thinks proper as a
     reserve to be used to meet contingencies or for equalising dividends or for
     any other special purpose.

71.  Deduction of Amounts due to the Company

     The Board may deduct from the dividends or distributions payable to any
     Member all monies due from such Member to the Company on account of calls
     or otherwise.

                                 CAPITALISATION

72.  Issue of bonus shares

     (1)  The Board may resolve to capitalise any part of the amount for the
          time being standing to the credit of any of the Company's share
          premium or other reserve accounts or to the credit of the profit and
          loss account or otherwise available for distribution by applying such
          sum in paying up unissued shares to be allotted as fully paid bonus
          shares pro rata to the Members.

     (2)  The Company may capitalise any sum standing to the credit of a reserve
          account or sums otherwise available for dividend or distribution by
          applying such amounts in paying up in full partly paid shares of those
          Members who would have been entitled to such sums if they were
          distributed by way of dividend or distribution.

<PAGE>

                                      -41-

                        ACCOUNTS AND FINANCIAL STATEMENTS

73.  Records of account

     The Board shall cause to be kept proper records of account with respect to
     all transactions of the Company and in particular with respect to:

          (a)  all sums of money received and expended by the Company and the
               matters in respect of which the receipt and expenditure relates;

          (b)  all sales and purchases of goods by the Company; and

          (c)  the assets and liabilities of the Company.

     Such records of account shall be kept at the registered office of the
     Company or, subject to Section 83 (2) of the Act, at such other place as
     the Board thinks fit and shall be available for inspection by the Directors
     during normal business hours.

74.  Financial year end

     The financial year end of the Company may be determined by resolution of
     the Board and failing such resolution shall be 31st December in each year.

75.  Financial statements

     Subject to any rights to waive laying of accounts pursuant to Section 88 of
     the Act, financial statements as required by the Act shall be laid before
     the Members in general meeting.

                                      AUDIT

76.  Appointment of Auditor

     Subject to Section 88 of the Act, at the annual general meeting or at a
     subsequent special general meeting in each year, an independent
     representative of the Members shall be appointed by them as Auditor of the
     accounts of the Company. No Member, Director, Officer or employee of the
     Company shall, during his or her continuance in office, be eligible to act
     as an Auditor of the Company.

 77. Remuneration of Auditor

     The remuneration of the Auditor shall be fixed by the Company in general
     meeting or in such manner as the Members may determine.

<PAGE>

                                      -42-

78.  Vacation of office of Auditor

     If the office of Auditor becomes vacant by the resignation or death of the
     Auditor, or by the Auditor becoming incapable of acting by reason of
     illness or other disability at a time when the Auditor's services are
     required, the Board shall, as soon as practicable, convene a special
     general meeting to fill the vacancy thereby created.

79.  Access to books of the Company

     The Auditor shall at all reasonable times have access to all books kept by
     the Company and to all accounts and vouchers relating thereto, and the
     Auditor may call on the Directors or Officers of the Company for any
     information in their possession relating to the books or affairs of the
     Company.

80.  Report of the Auditor

     (1)  Subject to any rights to waive laying of accounts or appointment of an
          Auditor pursuant to Section 88 of the Act, the accounts of the Company
          shall be audited at least once in every year.

     (2)  The financial statements provided for by these Bye-laws shall be
          audited by the Auditor in accordance with generally accepted auditing
          standards. The Auditor shall make a written report thereon in
          accordance with generally accepted auditing standards and the report
          of the Auditor shall be submitted to the Members in general meeting.

     (3)  The generally accepted auditing standards referred to in subparagraph
          (2) of this Bye-law may be those of a country or jurisdiction other
          than Bermuda. If so, the financial statements and the report of the
          Auditor must disclose this fact and name such country or jurisdiction.

                          LEGEND ON SHARE CERTIFICATES

81.  The Board may from time to time determine a restrictive legend to be
     endorsed on all share certificates.



<PAGE>

                                      -43-

                                     NOTICES

82.  Notices to Members of the Company

     A notice may be given by the Company to any Member either by delivering it
     to such Member in person or by sending it to such Member's address in the
     Register of Members or to such other address given for the purpose. For the
     purposes of this Bye-law, a notice may be sent by mail, courier service,
     cable, telex, telecopier, facsimile or other mode of representing words in
     a legible and non-transitory form. Any notice or other document if sent by
     post shall be deemed to have been served or delivered (if despatched from
     the US-forty-eight (48) hours after it was put in the post and (if it was
     despatched from Bermuda, fourteen (14) days after it was put in the post,
     and when sent by courier, twenty-four (24) hours after sending, or, when
     sent by email, twelve (12) hours after sending and in proving such service
     or delivery, it shall be sufficient to prove that the notice or document
     was properly addressed and stamped and put in the post, sent by courier or
     sent by email, as the case may be. Any notice required to be given under
     these Bye-laws shall be exclusive of the day on which it is served or
     deemed to be served and of the day for which it is given.

83.  Notices to joint Members

     Any notice required to be given to a Member shall, with respect to any
     shares held jointly by two or more persons, be given to whichever of such
     persons is named first in the Register of Members and notice so given shall
     be sufficient notice to all the holders of such shares.

84.  Service and delivery of notice

     Any notice shall be deemed to have been served at the time when the same
     would be delivered in the ordinary course of transmission and, in proving
     such service, it shall be sufficient to prove that the notice was properly
     addressed and prepaid, if posted, and the time when it was posted,
     delivered to the courier or to the cable company or transmitted by telex,
     facsimile or other method as the case may be.

                               SEAL OF THE COMPANY

85.  The seal

     The seal of the Company shall be in such form as the Board may from time to
     time determine. The Board may adopt one or more duplicate seals for use
     outside Bermuda.

<PAGE>

                                      -44-

86.  Manner in which seal is to be affixed

     The seal of the Company shall not be affixed to any instrument except
     attested by the signature of a Director and the Secretary or any two
     Directors, or any person appointed by the Board for the purpose, PROVIDED
     THAT any Director, Officer or Resident Representative, may affix the seal
     of the Company attested by such Director, Officer or Resident
     Representative's signature to any authenticated copies of these Bye-laws,
     the incorporating documents of the Company, the minutes of any meetings or
     any other documents required to be authenticated by such Director, Officer
     or Resident Representative.

                                   WINDING-UP

87.  Winding-up/distribution by liquidator

     If the Company shall be wound up the liquidator may, with the sanction of a
     resolution of the Members, divide amongst the Members in specie or in kind
     the whole or any part of the assets of the Company (whether they shall
     consist of property of the same kind or not) and may, for such purpose, set
     such value as he or she deems fair upon any property to be divided as
     aforesaid and may determine how such division shall be carried out as
     between the Members or different classes of Members. The liquidator may,
     with the like sanction, vest the whole or any part of such assets in
     trustees upon such trusts for the benefit of the Members as the liquidator
     shall think fit, but so that no Member shall be compelled to accept any
     shares or other securities or assets whereon there is any liability.


                              INCREASE OF CAPITAL

88.  (1)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof) the Company may from time to time increase its capital
          by such sum to be divided into shares of such par value as the Company
          by Resolution shall prescribe.

     (2)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof) the Company may, by the Resolution increasing the
          capital, direct that the new shares or any of them shall be offered in
          the first instance either at par or at a premium or (subject to the
          provisions of the Act) at a discount to all the holders for the time
          being of shares of any class or classes in proportion to the number of
          such shares held by them respectively or make any other provision as
          to the issue of the new shares.

     (3)  Subject to the Investor Rights Agreement (and without prejudice to the
          terms thereof) the new shares shall be subject to all the provisions
          of these Bye-Laws with reference to payment of calls, forfeiture,
          transfer, transmission and otherwise.

89.  AMALGAMATION



<PAGE>

                                      -45-

     Subject to the Investor Rights Agreement (and without prejudice to the
     terms thereof), any Resolution proposed for consideration at any general
     meeting to approve the amalgamation of the Company with any other company,
     wherever incorporated, shall require the approval of:

     (1)  the Board, by resolution adopted by a majority of Directors then in
          office, and

     (2)  the Members by a resolution passed (in the case of an amalgamation to
          give effect to an Approved Sale prior to a Significant Market
          Liquidity Event) by the holders of a simple majority in number of
          outstanding Investor Shares and (in any other case) by a majority vote
          of three-fourths of those voting at such meeting where the quorum for
          such meeting shall be two persons holding or representing by proxy
          more than one-third of the issued shares.

90.                               CONTINUATION

     Subject to the Investor Rights Agreement (and without prejudice to the
     terms thereof) and to the Act, the Company may with the approval of:

     (1)  the Board, by resolution adoped by a majority of Directors then in
          office and,
     (2)  the Members by Resolution, approve the discontinuation of the Company
          from Bermuda and the continuation of the Company in a jurisdiction
          outside Bermuda.


91.                          ALTERATION OF BYE-LAWS

     These Bye-laws may be amended by Resolution PROVIDED ALWAYS that to the
     extent the Investor Rights Agreement requires specific approval to
     undertake any action or to amend the Investor Rights Agreement, and the
     effect of such amendment would require an amendment to these Bye-laws; the
     same specific approval as is required to amend the Investor Rights
     Agreement shall be required in addition to alter any such provision of
     these Bye-laws and PROVIDED FURTHER (and without limiting the approval
     requirement set forth in the preceding proviso) that any amendment proposed
     to this Bye-law 91, Bye-law 92 or the definition of `Investor Rights
     Agreement' shall require the additional consent of 75% of the holders of
     the Investor Shares.

                            INVESTOR RIGHTS AGREEMENT

92.  In the event of an inconsistency between the provisions of the Investor
     Rights Agreement and these Bye-laws (or any provision of either of these
     documents) and to the extent permitted by the Act, the terms of the
     Investor Rights Agreement shall prevail.

                                    * * * * *
                                      * * *
                                        *



<PAGE>

                                      -46-

                                    SCHEDULE

                                     FORM A
                                  (Bye-law 49)

                            _______________________

                                      PROXY


I/We
of
the holder(s) of              share(s) in the above-named company hereby appoint
______________________ or failing him/her ___________________ or failing him/her
_______________________as my/our proxy to vote on my/our behalf at the general
meeting of the Company to be held on the day of , 20 , and at any adjournment
thereof.

Dated this     day of         ,20


*GIVEN under the seal of the Company
*Signed by the above-named


____________________________________



____________________________________
Witness

*Delete as applicable.

<PAGE>

                                     -47-

                                    SCHEDULE

                                     FORM B
                                  (Bye-law 59)

           NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL

You have failed to pay the call of [amount of call] made on the _____ day of
_____, 20__ last, in respect of the [number] share(s) [numbers in figures]
standing in your name in the Register of Members of the Company, on the _____
day of _____, 20__ last, the day appointed for payment of such call. You are
hereby notified that unless you pay such call together with interest thereon at
the rate of ______ per annum computed from the said _____ day of ______, 20__
last, on or before the _____ day of ______, 20__ next at the place of business
of the Company the share(s) will be liable to be forfeited.

Dated this _____ day of _______, 20__

[Signature of Secretary]
By order of the Board

<PAGE>

                                      -48-

                                    SCHEDULE

                                     FORM C
                                  (Bye-law 63)



                          TRANSFER OF A SHARE OR SHARES


FOR VALUE RECEIVED ___________________________________________________ [amount]
__________________________________________________________________ [transferor]
hereby sell assign and transfer unto ______________________________ transferee]
of __________________________________________________________________ [address]
______________________________________________________________[number of shares]
shares of ____________________________________________________ [name of Company]

Dated ____________________

                                              _______________________
                                                    (Transferor)


In the presence of:

___________________________
          (Witness)

                                              _______________________
                                                    (Transferee)


 In the presence of:

___________________________
          (Witness)

<PAGE>

                                      -49-

                                    SCHEDULE

                                     FORM D
                                  (Bye-law 67)

                              ____________________

           TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH/BANKRUPTCY
                                   OF A MEMBER

               I/We having become entitled in consequence of the
               [death/bankruptcy] of [name of the deceased Member] to [number]
               share(s) standing in the register of members of [Company] in the
               name of the said [name of deceased Member] instead of being
               registered myself/ourselves elect to have [name of transferee]
               (the "Transferee") registered as a transferee of such share(s)
               and I/we do hereby accordingly transfer the said share(s) to the
               Transferee to hold the same unto the Transferee his or her
               executors administrators and assigns subject to the conditions on
               which the same were held at the time of the execution thereof;
               and the Transferee does hereby agree to take the said share(s)
               subject to the same conditions.

               WITNESS our hands this _____ day of ________, 20__

               Signed by the above-named      )
               [person or persons entitled]   )
               in the presence of:            )

               Signed by the above-named      )
               [transferee]                   )
               in the presence of:            )