Exhibit
3.02








AMENDED
AND RESTATED BYE-LAWS




OF




CENTRAL
EUROPEAN MEDIA ENTERPRISES  LTD.


(first
adopted pursuant to a written resolution of the sole member passed on 12th July,
1994 and amended at annual general meetings of 2nd May, 1997, 14th December,
1999, 25th May, 2000, 15th May, 2002 and 3rd June, 2008).





I N D E
X





SUBJECT
                          BYE-LAW NO.Interpretation
                          
                          1-2Share
      Capital
                          
                          3Alteration
      Of Capital
                          
                          4-7Share
      Rights
                          
                          8-9AVariation
      Of Rights
                          
                          10-11Shares
                          
                          12-15Shares
      Certificates
                          
                          16-21Lien
                          
                          22-24Calls
      On Shares
                          
                          25-33Forfeiture
      Of Shares
                          
                          34-42Register
      Of Members
                          
                          43-44Record
      Dates
                          
                          45Transfer
      Of Shares
                          
                          46-51Transmission
      Of Shares
                          
                          52-54Untraceable
      Members
                          
                          55General
      Meetings
                          
                          56-58Notice
      Of General Meetings
                          
                          59-60Proceedings
      At General Meetings
                          
                          61-65Voting
                          
                          66-77Proxies
                          
                          78-83Corporations
      Acting By Representatives
                          
                          84Written
      Resolutions Of Members
                          
                          85Board
      Of Directors
                          
                          86Retirement
      Of Directors
                          
                          87-88Disqualification
      Of Directors
                          
                          89Executive
      Directors and Committee
                          
                          90-91AAlternate
      Directors
                          
                          92-95Directors'
      Fees And Expenses
                          
                          96-99Directors'
      and Officers' Interests
                          
                          100-103General
      Powers Of The Directors
                          
                          104-109Borrowing
      Powers
                          
                          110-113Proceedings
      Of The Directors
                          
                          114-123Managers
                          
                          124-126Officers
                          
                          127-131Register
      of Directors and Officers
                          
                          132Minutes
                          
                          133Seal
                          
                          134Authentication
      Of Documents
                          
                          135Destruction
      Of Documents
                          
                          136Dividends
      And Other Payments
                          
                          137-146Reserves
                          
                          147Capitalisation
                          
                          148-149Subscription
      Rights Reserve
                          
                          150Accounting
      Records
                          
                          151-153Audit
                          
                          154-159Notices
                          
                          160-162Signatures
                          
                          163Winding
      Up
                          
                          164-165Indemnity
                          
                          166Alteration
      Of Bye-laws And Amendment To Memorandum of Association
                          
                          167Information
                          
                          168





INTERPRETATION





1. In these
Bye-laws, unless the context otherwise requires, the words standing in the first
column of the following table shall bear the meaning set opposite them
respectively in the second column.





WORD
                    MEANING"Act"
                    The
      Companies Act 1981 of Bermuda, as amended from time to
    time."Auditor"
                    the
      auditor of the Company for the time being and may include any individual
      or partnership."Bye-laws"
                    these
      Bye-laws in their present form or as supplemented or amended or
      substituted from time to time."Board"
      or "Directors"
                    the
      Board of Directors of the Company or the Directors present at a meeting of
      Directors at which a quorum is present."capital"
                    the
      share capital from time to time of the Company."clear
      days"
                    in
      relation to the period of a notice that period excluding the day when the
      notice is given or deemed to be given and the day for which it is given or
      on which it is to take effect."clearing
      house"
                    a
      clearing house recognised by the laws of the jurisdiction in which the
      shares of the Company are listed or quoted on a stock exchange in such
      jurisdiction."Company"
                    Central
      European Media Enterprises Ltd."competent"
      regulatory authority"
                    a  competent
      regulatory authority  in
      the  territory  where the shares
      of   the Company are listed   or
      quoted  on a stock exchange in such
territory."debenture"
      and"debenture holder"
                    include
      debenture stock and     debenture stockholder
      respectively."Designated
      Stock Exchange"
                    a
      stock exchange which is an appointed stock exchange for the purposes of
      the Act in respect of which the shares of the Company are listed or quoted
      and where such appointed stock exchange deems such listing or quotation to
      be the primary listing or quotation of the shares of the
      Company


1




"dollars"
      and "$"
                dollars,
      the legal currency of the United States of America."head
      office"
                such
      office of the Company as the Directors may from time to time determine to
      be the principal office of the Company."Immediate
      Family"
                with
      respect to any individual, such individual's spouse, descendants (natural
      or adoptive), grandparents, parents, siblings of the whole or half
      blood."Member"
                a
      duly registered holder from time to time of the shares in the capital of
      the Company."month"
                a
      calendar month."Notice"
                written
      notice unless otherwise specifically stated and as further defined in
      these Bye-laws."Office"
                the
      registered office of the Company for the time being."paid
      up"
                paid
      up or credited as paid up."Register"
                the
      principal register and where applicable, any branch register of Members of
      the Company to be kept pursuant to the provisions of the
    Act."Registration
      Office"
                in
      respect of any class of share capital such place as the Board may from
      time to time determine to keep a branch register of Members in respect of
      that class of share capital and where (except in cases where the Board
      otherwise directs) the transfers or other documents of title for such
      class of share capital are to be lodged for registration and are to be
      registered."Seal"
                common
      seal or any one or more duplicate seals of the Company (including a
      securities seal) for use in Bermuda or in any place outside
      Bermuda."Secretary"
                any
      person firm or corporation appointed by the Board to perform any of the
      duties of secretary of the Company and includes any assistant, deputy,
      temporary or acting secretary."Statutes"
                the
      Act and every other act of the Legislature of Bermuda for the time being
      in force applying to or affecting the Company, its memorandum of
      association and/or these Bye-laws."year"
                a
      calendar year.







2





2.  In these
Bye-laws, unless there be something within the subject or context inconsistent
with such construction:





(a)
            words
      importing the singular include the plural and vice
  versa;





(b)
            words
      importing a gender include every
gender;





(c)
              words
      importing persons include companies, associations and bodies of persons
      whether corporate or not;(d)
              the
      words:








(i) "may"
      shall be construed as permissive;





(ii) "shall"
      or "will" shall be construed as
imperative;





(e)
            expressions
      referring to writing shall, unless the contrary intention appears, be
      construed as including printing, lithography, photography and other modes
      of representing words or figures in a visible
  form;





(f)
            references
      to any act, ordinance, statute or statutory provision shall be interpreted
      as relating to any statutory modification or re-enactment thereof for the
      time being in force;





(g)
            save
      as aforesaid words and expressions defined in the Statutes shall bear the
      same meanings in these Bye-laws if not inconsistent with the subject in
      the context;





(h)
            a
      resolution shall be a special resolution when it has been passed by a
      majority of not less than three-fourths of votes cast by such Members as,
      being entitled so to do, vote in person or, in the case of such Members as
      are corporations, by their respective duly authorised representative or,
      where proxies are allowed, by proxy at a general meeting of which not less
      than twenty-one (21) clear days' notice, specifying (without prejudice to
      the power contained in these Bye-laws to amend the same) the intention to
      propose the resolution as a special resolution, has been duly
      given.  Provided that, except in the case of an annual general
      meeting, if it is so agreed by a majority in number of the Members having
      the right to attend and vote at any such meeting, being a majority
      together holding not less than ninety-five (95) per cent. in nominal value
      of the shares giving that right, a resolution may be proposed and passed
      as a special resolution at a meeting of which less than twenty-one (21)
      clear days' Notice has been given;





(i)
            a
      resolution shall be an ordinary resolution when it has been passed by a
      simple majority of votes cast by such Members as, being entitled so to do,
      vote in person or, in the case of any Member being a corporation, by its
      duly authorised representative or, where proxies are allowed, by proxy at
      a general meeting of which not less than fourteen (14) clear days' Notice
      has been duly given;




(j)
            a
      special resolution shall be effective for any purpose for which an
      ordinary resolution is expressed to be required under any provision of
      these Bye-laws or the Statutes.


3




SHARE
CAPITAL





3. (1) The capital
of the Company shall be divided into three classes of shares,
namely:





(a)
            100,000,000
      Shares of Class A Common Stock, par value $0.08 per share ("Class A
      Shares");





(b)
            15,000,000
      Shares of Class B Common Stock, par value $0.08 per share ("Class B
      Shares"); and





(c)
            5,000,000
      Shares of Preferred Stock, par value $0.08 per share ("Preferred
      Shares").




The Class
A shares and the Class B Shares are together referred to as the "Common
Shares".





(2) The holders of Class
A Shares shall, subject to the provisions of these Bye-laws:





(b)
            be
      entitled to one vote per Class A
Share;





(b)
            be
      entitled to such dividends as the directors may from time to time declare
      on Class A Shares pari passu with the holders of Class B Shares;
      and





(c)
            in
      the event of a winding-up or dissolution of the Company, whether voluntary
      or involuntary or for a reorganisation or otherwise or upon a distribution
      of capital, be entitled, after the satisfaction of the rights of the
      holders of Preferred Shares, to all the surplus assets of the Company pari
      passu with the holders of Class B
Shares.





(3) The holders of Class
B Shares shall, subject to the provisions of these Bye-laws:





(a)
            be
      entitled to ten votes per Class B
Share;





(b)
            be
      entitled to such dividends as the directors may from time to time declare
      on Class B Shares, pari passu with the holders of Class A Shares;
      and





(c)
            in
      the event of a winding up or dissolution of the Company, whether voluntary
      or involuntary or for a re-organisation or otherwise or upon a
      distribution of capital, be entitled, after the satisfaction of the rights
      of the holders of Preferred Shares, to all the surplus assets of the
      Company pari passu with the holders of Class A
  Shares.





(4) The Class B Shares
shall be convertible into Class A Shares on a one for one basis at the option of
the holder thereof.  All of the issued and outstanding Class B Shares
shall automatically convert into Class A Shares on a one for one basis when the
number of issued and outstanding Class B Shares is less that ten per cent (10%)
of the issued and outstanding Common Shares.





4





(5) Class B Shares may
only be transferred to the following (each a "Permitted
Transferee"):  (i) to other holders of Class B Shares who were holders
of Class B shares prior to the consummation of the Company's public offering of
Class A Shares, (ii) in the case where the holder of Class B Shares is an
individual, to his or her Immediate Family by gift, devise or otherwise through
laws of descent or distribution, to a trust established by holders of Class B
Shares the beneficiaries of which are one or more of his or her Immediate
Family,  to a corporation or other entity the majority of beneficial
owners of which are or will be owned by holders of Class B Shares, (iii) in the
case where the holder of Class B Shares is a corporation, to its shareholders,
(iv) in the case where the holder of Class B Shares is a partnership to its
partners, and (v) to any person who would be a Permitted Transferee through a
series of permitted transfers.  Any other transfer of Class B Shares
is void.  However, nothing in this Bye-law prevents a holder of Class
B Shares from converting his Class B Shares into Class A Shares as permitted by
the Bye-laws and transferring such Class A Shares as permitted by
law.





(6) The transfer of more
than fifty percent (50%) of the equity interest in a corporation or partnership
which is a holder of Class B Shares to other than a Permitted Transferee shall
cause all of the Class B Shares held by such corporation or partnership to
automatically convert into Class A Shares on a one for one basis.  The
Company shall be entitled to seek specific enforcement of the conversion in the
event the holder of the Class B Shares fails to comply with the requirements to
effect such conversion, and shall be entitled to recover from the
holder  the court costs, reasonable attorneys' fees and other cost and
expenses incurred by the Company in connection with obtaining such specific
enforcement.





(7) The Preferred Shares
may be issued, subject to the Act, the Company's memorandum of association and
these Bye-laws as from time to time amended, from time to time in one or more
series of any number of shares, and with distinctive serial designations, all as
shall hereafter be stated and expressed in the resolution or resolutions
providing for the issuance of such Preferred Shares from time to time adopted by
the Board of Directors pursuant to authority so to do which is hereby vested in
the Board of Directors.  Subject to the Act, the Company's memorandum
of association and these Bye-laws, each series of Preferred Shares (a) may have
such voting powers, (b) may be subject to redemption at such time or times,
price or prices, or rate or rates, and with such adjustments, (c) may be
entitled to receive dividends (which may be cumulative or noncumulative) at such
rates, on such conditions, and at such times, and payable in preference to, or
in such relation to, the dividends payable on any other class or classes or of
any other series of stock, (d) may have such rights upon the dissolution of, or
upon any distribution of the assets of, the Company, (e) may be made convertible
into, or exchangeable for, shares of any other class or classes or any other
series of the same or any other class or classes of shares of the Company, at
such price or prices or at such rate or rates of exchange, and with such
adjustments, (f) may be entitled to the benefit of a sinking fund with respect
to the purchase or redemption of shares of such series, and (g) may have such
other preferences and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions of such preferences and/or
rights, all as shall be stated in said resolution or resolutions providing for
the issue of such Preferred Shares.





5





Subject
to the Act, the Company's memorandum of association and these Bye-laws as from
time to time amended, with respect to the closing of the Register or the fixing
of a record date for the determination of Members entitled to vote and except as
otherwise provided the Act, the Company's memorandum of association and these
Bye-laws as from time to time amended or by the resolution or resolutions
providing for the issue of any series of Preferred Shares, the holders of
outstanding Common Shares shall exclusively have the right to vote for the
election of directors and for all other purposes.  Except as otherwise
provided by the Act, the Company's memorandum of association and these Bye-laws
as from time to time amended or by the resolution or resolutions providing for
the issue of any series of Preferred Shares, the holders of Common Shares shall
be entitled, to the exclusion of the holders of Preferred Shares of any and all
series, to receive such dividends as from time to time may be declared by the
Board of Directors.  Except as otherwise provided by the Act, the
Company's memorandum of association and these Bye-laws as from time to time
amended or by the resolution or resolutions providing for the issue of any
series of Preferred Shares, in the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, after payment shall
have been made to the holders of Preferred Shares of the full amount, if any,
for which they shall be entitled pursuant to the resolution or resolutions
providing for the issue of any series of Preferred Shares, the holders of Common
Shares shall be entitled, to the exclusion of the holders of Preferred Shares of
any and all series, to share, rateably according to the number of Common Shares
held by them, in all remaining assets of the Company available for distribution
to its Members.





(8) Subject to the Act,
the Company's memorandum of association and, where applicable, the rules of any
Designated Stock Exchange and/or any competent regulatory authority, any power
of the Company to purchase or otherwise acquire its own shares shall be
exercisable by the Board upon such terms and subject to such conditions as it
thinks fit.





(9) Neither the Company
nor any of its subsidiaries shall directly or indirectly give financial
assistance to a person who is acquiring or proposing to acquire shares in the
Company for the purpose of that acquisition whether before or at the same time
as the acquisition takes place or afterwards PROVIDED that nothing in this
Bye-law shall prohibit transactions permitted by the Statutes.





ALTERATION OF
CAPITAL





4.  The Company
may from time to time by ordinary resolution passed by the holders
of  Common Shares in accordance with Section 45 of the
Act:





(a)
              increase
      its capital by such sum, to be divided into shares of such amounts, as the
      resolution shall prescribe;





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





(c)
              divide
      its shares into several classes and without prejudice to any special
      rights previously conferred on the holders of existing shares attach
      thereto respectively any preferential, deferred, qualified or special
      rights, privileges, conditions or such restrictions which in the absence
      of any such determination by the Company in general meeting, as the
      Directors may determine provided always that where the Company issues
      shares which do not carry voting rights, the words "non-voting" shall
      appear in the designation of such
shares;





6


(d)
                  sub-divide
      its shares, or any of them, into shares of smaller amount than is fixed by
      the memorandum of association (subject, nevertheless, to the Act), and may
      by such resolution determine that, as between the holders of the shares
      resulting from such sub-division, one or more of the shares may have any
      such preferred rights or be subject to any such restrictions as compared
      with the other or others as the Company has power to attach to unissued or
      new shares;
 
 (e)
                  change
      the currency denomination of its share capital;
  and
 
 (f)
                  cancel
      any shares which, at the date of the passing of the resolution, have not
      been taken, or agreed to be taken, by any person, and diminish the amount
      of its capital by the amount of the shares so
  cancelled.
  5. The Board may
settle as it considers expedient any difficulty which arises in relation to any
consolidation and division under the last preceding Bye-law and in particular
but without prejudice to the generality of the foregoing may issue certificates
in respect of fractions of shares or arrange for the sale of the shares
representing fractions and the distribution of the net proceeds of sale (after
deduction of the expenses of such 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 their
purchaser or resolve that such net proceeds be paid to the Company for the
Company's benefit.  Such purchaser will not be bound to see to the
application of the purchase money nor will his title to the shares be affected
by any irregularity or invalidity in the proceedings relating to the
sale.





6. The Company
may from time to time by special resolution passed by the holders of Class A
Shares and passed by the holders of Class B Shares, subject to any confirmation
or consent required by law, reduce its authorised or issued share capital or any
share premium account or other undistributable reserve in any manner permitted
by law.





7. Except so far
as otherwise provided by the conditions of issue, or by these Bye-laws, any
capital raised by the creation of new shares shall be treated as if it formed
part of the original capital of the Company, and such shares shall be subject to
the provisions contained in these Bye-laws with reference to the payment of
calls and instalments, transfer and transmission, forfeiture, lien,
cancellation, surrender, voting and otherwise.





SHARE
RIGHTS





8. Subject to
any special rights conferred on the holders of any shares or class of shares,
any share in the Company (whether forming part of the present capital or not)
may be issued with or have attached thereto such rights or restrictions whether
in regard to dividend, voting, return of capital or otherwise as the Company may
by ordinary resolution determine or, if there has not been any such
determination or so far as the same shall not make specific provision, as the
Board may determine.





9. Subject to
Sections 42 and 43 of the Act, any preference shares may be issued or converted
into shares that, at a determinable date or at the option of the Company or the
holder if so authorised by its memorandum of association, are liable to be
redeemed on such terms and in such manner as the Company before the issue or
conversion may by ordinary resolution of the Members determine.





7





9A.(1)There shall be a class vote
for the holders of Class A Shares and a class vote for the holders of Class B
Shares to pass a resolution to approve a going private transaction, and unless
such resolution is passed by a majority of the votes cast at the meeting of each
class, the resolution shall not pass.





(2)For the purposes of this
bye-law, a "going private transaction" is any Rule 13e-3 transaction as such
term is defined in Rule 13e-3 promulgated under the Securities Exchange Act of
1934 of the United States of America, as amended, between the Company and (i)
Ronald S. Lauder (the "Principal Shareholder"), (ii) any Affiliate of the
Principal Shareholder or (iii) any group consisting of the Principal Shareholder
or Affiliates of the Principal Shareholder.  For the purposes of this
bye-law "Affiliate of the Principal Shareholder" means (i) any individual or
entity who or that, directly or indirectly, controls, is controlled by, or is
under common control with, the Principal Shareholder, (ii) any corporation or
organisation (other than the Company or a majority-owned subsidiary of the
Company) of which the Principal Shareholder is an officer or partner or is,
directly or indirectly, the beneficial owner of 10% or more of any class of
voting securities, or in which the Principal Shareholder has a substantial
beneficial interest, (iii) any trust or other estate in which the Principal
Shareholder has a substantial beneficial interest or as to which such Principal
Shareholder serves as trustee or in a similar fiduciary capacity or (iv) any
relative or spouse of a Principal Shareholder, or any relative of such spouse,
who has the same residence as such Principal Shareholder.





VARIATION OF
RIGHTS





10.Subject to the Act
and without prejudice to Bye-law 8, all or any of the special rights for the
time being attached to the shares or any class of shares may, unless otherwise
provided by the terms of issue of the shares of that class, from time to time
(whether or not the Company is being wound up) be varied, modified or abrogated
either with the consent in writing of the holders of not less than three-fourths
of the issued shares of that class or with the sanction of a special resolution
passed at a separate general meeting of the holders of the shares of that
class.  To every such separate general meeting all the provisions of
these Bye-laws relating to general meetings of the Company shall, mutatis
mutandis, apply, but so that:





(a)
              the
      necessary quorum (other than at an adjourned meeting) shall be two persons
      holding or representing by proxy not less than one-third in nominal value
      of the issued shares of that class and at any adjourned meeting of such
      holders, two holders present in person or by proxy (whatever the number of
      shares held by them) shall be a
quorum;





(b)
              every
      holder of shares of the class shall be entitled on a poll to one vote for
      every such share held by him or in the case of Class B Shares, ten votes
      for every such share held by him;
and




(c)
              any
      holder of shares of the class present in person or by proxy may demand a
      poll.





11.The special rights
conferred upon the holders of any shares or class of shares shall not, unless
otherwise expressly provided in the rights attaching to or the terms of issue of
such shares, be deemed to be varied, modified or abrogated by the creation or
issue of further shares ranking pari passu therewith.





8





SHARES





12. (1)Subject to the Act
and these Bye-laws and without prejudice to any special rights or restrictions
for the time being attached to any shares or any class of shares, the unissued
shares of the Company (whether forming part of the original or any increased
capital) shall be at the disposal of the Board, which may offer, allot, grant
options over or otherwise dispose of them to such persons, at such times and for
such consideration and upon such terms and conditions as the Board may in its
absolute discretion determine but so that no shares shall be issued at a
discount.  Neither the Company nor the Board shall be obliged, when
making or granting any allotment of, offer of, option over or disposal of
shares, to make, or make available, any such offer, option or shares to Members
or others with registered addresses in any particular territory or territories
being a territory or territories where, in the absence of a registration
statement or other special formalities, this would or might, in the opinion of
the Board, be unlawful or impracticable.  Members affected as a result
of the foregoing sentence shall not be, or be deemed to be, a separate class of
members for any purpose whatsoever.





(2) The Board may issue
warrants conferring the right upon the holders thereof to subscribe for any
class of shares or securities in the capital of the Company on such terms as it
may from time to time determine.





(3) The Company may
purchase its own shares for cancellation or acquire them as Treasury Shares in
accordance with the Act on such terms as the Board may from time to time
determine. All rights attaching to Treasury Shares shall be suspended and shall
not be exercised by the Company while it holds such Treasury Shares and, except
where required by the Act, all Treasury Shares shall be excluded from the
calculation of any percentage or fraction of the share capital, or shares, of
the Company. For the purposes of these Bye-Laws, “Treasury Share” shall mean a
share of the Company that was or is treated as having been acquired and held by
the Company and has been continuously held by the Company since it was so
acquired and has not been cancelled.





13. The Company
may in connection with the issue of any shares exercise all powers of paying
commission and brokerage conferred or permitted by the Act.  Subject
to the Act, the commission may be satisfied by the payment of cash or by the
allotment of fully or partly paid shares or partly in one and partly in the
other.





14. Except as
required by law, no person shall be recognised by the Company as holding any
share upon any trust and the Company shall not be bound by or required in any
way to recognise (even when having notice thereof) any equitable, contingent,
future or partial interest in any share or any fractional part of a share or
(except only as otherwise provided by these Bye-laws or by law) any other rights
in respect of any share except an absolute right to the entirety thereof in the
registered holder.





15. Subject to
the Act and these Bye-laws, the Board may at any time after the allotment of
shares but before any person has been entered in the Register as the holder,
recognise a renunciation thereof by the allottee in favour of some other person
and may accord to any allottee of a share a right to effect such renunciation
upon and subject to such terms and conditions as the Board considers fit to
impose.





9





SHARE
CERTIFICATES





16. The shares of
the Company’s stock may be certificated or uncertificated, as provided under the
Act. Every share certificate shall be issued under the Seal or a facsimile
thereof and shall specify the number and class and distinguishing numbers (if
any) of the shares to which it relates, and the amount paid up thereon and may
otherwise be in such form as the Directors may from time to time
determine.  No certificate shall be issued representing shares of more
than one class. The Board may by resolution determine, either generally or in
any particular case or cases, that any signatures on any such certificates (or
certificates in respect of other securities) 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 person.





17. (1) In the case
of a share held jointly by several persons, the Company shall not be bound to
issue more than one certificate therefor and delivery of a certificate to one of
several joint holders shall be sufficient delivery to all such
holders.





(2) Where a share stands
in the names of two or more persons, the person first named in the Register
shall as regards service of notices and, subject to the provisions of these
Bye-laws, all or any other matters connected with the Company, except the
transfer of the shares, be deemed the sole holder thereof.





18. Every person
whose name is entered, upon an allotment of shares, as a Member in the Register
shall be entitled, without payment, to receive one certificate for all such
shares of any one class or several certificates each for one or more of such
shares of such class upon request in writing to the Company and upon payment for
every certificate after the first of such reasonable out-of-pocket expenses as
the Board from time to time determines. A shareholder who does not submit such a
request in writing to the Company shall receive uncertificated
shares.





19. Share
certificates requested pursuant to Bye-Law 18 shall be issued in the case of an
issue of shares within twenty-one (21) days (or such longer period as the terms
of the issue provide) after such a request or in the case of a transfer of fully
or partly paid shares within twenty-one (21) days after such a request following
the lodgement of a transfer with the Company, not being a transfer which the
Company is for the time being entitled to refuse to register and does not
register.





20. Upon every
transfer of certificated shares, the certificate held by the transferor shall be
given up to be cancelled, and shall forthwith be cancelled accordingly, and if
requested by the tranferee pursuant to Bye-Law 18 a new certificate shall be
issued to the transferee in respect of the shares transferred to
him.  If any of the shares included in the certificate so given up
shall be retained by the transferor a new certificate for the balance shall be
issued to him if so requested by the transferor pursuant to Bye-law
18.





21. If a share
certificate shall be damaged or defaced or alleged to have been lost, stolen or
destroyed a new certificate representing the same shares may be issued to the
relevant member upon request and on payment of such fee as the Designated Stock
Exchange may determine to be the maximum payable or such lesser sum as the Board
may determine and, subject to compliance with such terms (if any) as to evidence
and indemnity and to payment of the costs and reasonable out-of-pocket expenses
of the Company in investigating such evidence and preparing such indemnity as
the Board may think fit and, in case of damage or defacement, on delivery of the
old certificate to the Company provided always that where share warrants have
been issued, no new share warrant shall be issued to replace one that has been
lost unless the Directors are satisfied beyond reasonable doubt that the
original has been destroyed.





10





LIEN





22. The Company
shall have a first and paramount lien on every share (not being a fully paid
share) for all moneys (whether presently payable or not) called or payable at a
fixed time in respect of that share.  The Company shall also have a
first and paramount lien on every share (not being a fully paid share)
registered in the name of a Member (whether or not jointly with other Members)
for all amounts of money presently payable by such Member or his estate to the
Company whether the same shall have been incurred before or after notice to the
Company of any equitable or other interest of any person other than such member,
and whether the period for the payment or discharge of the same shall have
actually arrived or not, and notwithstanding that the same are joint debts or
liabilities of such Member or his estate and any other person, whether a Member
of the Company or not.  The Company's lien on a share shall extend to
all dividends or other moneys payable thereon or in respect
thereof.  The Board may at any time, generally or in any particular
case, waive any lien that has arisen or declare any share exempt in whole or in
part, from the provisions of this Bye-law.





23. Subject to
these Bye-laws, the Company may sell in such manner as the Board determines 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, or the liability or
engagement in respect of which such lien exists is liable to be presently
fulfilled or discharged nor until the expiration of fourteen clear days after a
notice in writing, stating and demanding payment of the sum presently payable,
or specifying the liability or engagement and demanding fulfilment or discharge
thereof and giving notice of the intention to sell in default, has been served
on the registered holder for the time being of the share or the person entitled
thereto by reason of his death or bankruptcy.





24. The net
proceeds of the sale shall be received by the Company and 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 entitled to the share at the
time of the sale.  To give effect to any such sale the Board may
authorise some person to transfer the shares sold to the purchaser
thereof.  The purchaser shall be registered as the holder of the
shares so transferred and he 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.





CALLS ON
SHARES





25. Subject to
these Bye-laws and to the terms of allotment, the Board may from time to time
make calls upon the Members in respect of any moneys unpaid on their shares
(whether on account of the nominal value of the shares or by way of premium),
and each Member shall (subject to being given at least fourteen (14) clear days'
Notice specifying the time and place of payment) pay to the Company as required
by such notice the amount called on his shares.  A call may be
extended, postponed or revoked in whole or in part as the Board determines but
no member shall be entitled to any such extension, postponement or revocation
except as a matter of grace and favour.





11





26. A call shall
be deemed to have been made at the time when the resolution of the Board
authorising the call was passed and may be made payable either in one lump sum
or by instalments.  The Directors may make arrangements on the issue
of shares for a difference between the shareholders in the amount of calls to be
paid and in the times of payment.





27. A person upon
whom a call is made shall remain liable for calls made upon him notwithstanding
the subsequent transfer of the shares in respect of which the call was
made.  The joint holders of a share shall be jointly and severally
liable to pay all calls and instalments due in respect thereof or other moneys
due in respect thereof.





28. If a sum
called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest on the
amount unpaid from the day appointed for payment thereof to the time of actual
payment at such rate (not exceeding twenty per cent. (20%) per annum) as the
Board may determine, but the Board may in its absolute discretion waive payment
of such interest wholly or in part.





29. No Member
shall be entitled to receive any dividend or bonus or to be present and vote
(save as proxy for another Member) at any General Meeting either personally or
by proxy, or be reckoned in a quorum, or exercise any other privilege as a
Member until all calls or instalments due by him to the Company, whether alone
or jointly with any other person, together with interest and expenses (if any)
shall have been paid.





30. On the trial
or hearing of any action or other proceedings for the recovery of any money due
for any call, it shall be sufficient to prove that the name of the Member sued
is entered in the Register as the holder, or one of the holders, of the shares
in respect of which such debt accrued, that the resolution making the call is
duly recorded in the minute book, and that notice of such call was duly given to
the Member sued, in pursuance of these Bye-laws; and it shall not be necessary
to prove the appointment of the Directors who made such call, nor any other
matters whatsoever, but the proof of the matters aforesaid shall be conclusive
evidence of the debt.





31. Any amount
payable in respect of a share upon allotment or at any fixed date, whether in
respect of nominal value or premium or as an instalment of a call, shall be
deemed to be a call duly made and payable on the date fixed for payment and if
it is not paid the provisions of these Bye-laws shall apply as if that amount
had become due and payable by virtue of a call duly made and
notified.





32. On the issue
of shares the Board may differentiate between the allottees or holders as to the
amount of calls to be paid and the times of payment.





33. The Board
may, if it thinks fit, receive from any Member willing to advance the same, and
either in money or money's worth, all or any part of the moneys uncalled and
unpaid or instalments payable upon any shares held by him and upon all or any of
the moneys so advanced (until the same would, but for such advance, become
presently payable) pay interest at such rate (if any) as the Board may
decide.  The Board may at any time repay the amount so advanced upon
giving to such Member not less than one month's notice in writing of its
intention in that behalf, unless before the expiration of such notice the amount
so advanced shall have been called up on the shares in respect of which it was
advanced.  Such payment in advance shall not entitle the holder of
such share or shares to participate in respect thereof in a dividend
subsequently declared.





12





FORFEITURE OF
SHARES





34.   
 (1)  If a call
remains unpaid after it has become due and payable the Board may give to the
person from whom it is due not less than fourteen (14) clear days'
notice:





(a)
            requiring
      payment of the amount unpaid together with any interest which may have
      accrued and which may still accrue up to the date of actual payment;
      and





(b)
            stating
      that if the notice is not complied with the shares on which the call was
      made will be liable to be
forfeited.





(2)  If the requirements
of any such notice are not complied with, any share in respect of which such
notice has been given may at any time thereafter, before payment of all calls
and interest due in respect thereof has been made, be forfeited by a resolution
of the Board to that effect, and such forfeiture shall include all dividends and
bonuses declared in respect of the forfeited share but not actually paid before
the forfeiture.





35. When any
share has been forfeited, notice of the forfeiture shall be served upon the
person who was before forfeiture the holder of the share.  No
forfeiture shall be invalidated by any omission or neglect to give such
notice.





36. The Board may
accept the surrender of any share liable to be forfeited hereunder and, in such
case, references in these Bye-laws to forfeiture will include
surrender.





37. Until
cancelled in accordance with the requirements of the Act, a forfeited share
shall be the property of the Company and may be sold, re-allotted or otherwise
disposed of to such person, upon such terms and in such manner as the Board
determines, and at any time before a sale, re-allotment or disposition the
forfeiture may be annulled by the Board on such terms as the Board
determines.





38. A person
whose shares have been forfeited shall cease to be a Member in respect of the
forfeited shares but nevertheless shall remain liable to pay the Company all
moneys which at the date of forfeiture were presently payable by him to the
Company in respect of the shares, with (if the Directors shall in their
discretion so require) interest thereon from the date of forfeiture until
payment at such rate (not exceeding twenty per cent. (20%) per annum) as the
Board determines.  The Board may enforce payment thereof if it thinks
fit, and without any deduction or allowance for the value of the forfeited
shares, at the date of forfeiture, but his liability shall cease if and when the
Company shall have received payment in full of all such moneys in respect of the
shares.  For the purposes of this Bye-law any sum which, by the terms
of issue of a share, is payable thereon at a fixed time which is subsequent to
the date of forfeiture, whether on account of the nominal value of the share or
by way of premium, shall notwithstanding that time has not yet arrived be deemed
to be payable at the date of forfeiture, and the same shall become due and
payable immediately upon the forfeiture, but interest thereon shall only be
payable in respect of any period between the said fixed time and the date of
actual payment.





13





39. A declaration
by a Director or the Secretary that a share has been forfeited on a specified
date shall be conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the share, and such declaration shall
(subject to the execution of an instrument of transfer by the Company if
necessary) constitute a good title to the share, and the person to whom the
share is disposed of shall be registered as the holder of the share and shall
not be bound to see to the application of the consideration (if any), nor shall
his title to the share be affected by any irregularity in or invalidity of the
proceedings in reference to the forfeiture, sale or disposal of the
share.  When any share shall have been forfeited, notice of the
declaration shall be given to the member in whose name it stood immediately
prior to the forfeiture, and an entry of the forfeiture, with the date thereof,
shall forthwith be made in the register, but no forfeiture shall be in any
manner invalidated by any omission or neglect to give such notice or make any
such entry.





40. Notwithstanding any
such forfeiture as aforesaid the Board may at any time, before any shares so
forfeited shall have been sold, re-allotted or otherwise disposed of, permit the
shares forfeited to be bought back upon the terms of payment of all calls and
interest due upon and expenses incurred in respect of the share, and upon such
further terms (if any) as it thinks fit.





41. The
forfeiture of a share shall not prejudice the right of the Company to any call
already made or instalment payable thereon.





42. The
provisions of these Bye-laws as to forfeiture shall apply in the case of
non-payment of any sum which, by the terms of issue of a share, becomes payable
at a fixed time, whether on account of the nominal value of the share or by way
of premium, as if the same had been payable by virtue of a call duly made and
notified.





REGISTER OF
MEMBERS





43.(1)  The Company shall
keep in one or more books a Register of its Members and shall enter therein the
following particulars, that is to say:





(a)
            the
      name and address of each Member, the number and class of shares held by
      him and the amount paid or agreed to be considered as paid on such
      shares;





(b)
            the
      date on which each person was entered in the Register;
  and





(c)
            the
      date on which any person ceased to be a
Member.





(2)  Subject to the Act,
the Company may keep an overseas or local or other branch register of Members
resident in any place, and the Board may make and vary such regulations as it
determines in respect of the keeping of any such register and maintaining a
Registration Office in connection therewith.





44. The Register
and branch register of Members, as the case may be, shall be open to inspection
between 10 a.m. and 12 noon on every business day by Members without charge or
by any other person, upon a maximum payment of five Bermuda dollars, at the
Office or such other place in Bermuda at which the Register is kept in
accordance with the Act or, if appropriate, upon a maximum payment of ten
dollars at the Registration Office.  The Register including any
overseas or local or other branch register of Members may, after notice has been
given by advertisement in an appointed newspaper and where applicable, any other
newspapers in accordance with the requirements of any Designated Stock Exchange
to that effect, be closed at such times or for such periods not exceeding in the
whole thirty (30) days in each year as the Board may determine and either
generally or in respect of any class of shares.





14





RECORD
DATES





45. Notwithstanding any
other provision of these Bye-laws the Company or the Directors may fix any date
as the record date for:





(a)
            determining
      the Members entitled to receive any dividend, distribution, allotment or
      issue and such record date may be on, or at any time not more than 30 days
      before or after, any date on which such dividend, distribution, allotment
      or issue is declared, paid or made;





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





TRANSFER OF
SHARES





46. Subject to
these Bye-laws, any Member may transfer all or any of his shares by an
instrument of transfer in the usual or common form or in any other form approved
by the Board and may be under hand only.





47. The
instrument of transfer shall be executed by or on behalf of the transferor and
the transferee provided that the Board may dispense with the execution of the
instrument of transfer by the transferee in any case which it thinks fit in its
discretion to do so.  The Board may also resolve, either generally or
in any particular case, upon request by either the transferor or transferee, to
accept mechanically executed transfers.  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.  Nothing in these Bye-laws
shall preclude the Board from recognising a renunciation of the allotment or
provisional allotment of any share by the allottee in favour of some other
person.





48. (1)  The Board
may, in its absolute discretion, and without giving any reason therefor, refuse
to register a transfer of any share issued under any share scheme for employees
upon which a restriction on transfer imposed thereby still subsists, and it may
also refuse to register a transfer of any share to more than four (4) joint
holders.  Nothing in these Bye-laws shall impair the settlement of
transactions entered into through the facilities of the National Association of
Security Dealers Automated Quotations System or other Designate Stock Exchange
except as provided by such exchanges.








(2)   No transfer shall be
made to an infant or to a person of unsound mind or under other legal
disability.





(3)   The Board in so far
as permitted by any applicable law may, in its absolute discretion, at any time
and from time to time transfer any share upon the Register to any branch
register or any share on any branch register to the Register or any other branch
register.  In the event of any such transfer, the shareholder
requesting such transfer shall bear the cost of effecting the transfer unless
the Board otherwise determines.





15





(4)   Unless the Board
otherwise agrees (which agreement may be on such terms and subject to such
conditions as the Board in its absolute discretion may from time to time
determine, and which agreement it shall, without giving any reason therefor, be
entitled in its absolute discretion to give or withhold), no shares upon the
Register shall be transferred to any branch register nor shall shares on any
branch register be transferred to the Register or any other branch register and
all transfers and other documents of title shall be lodged for registration, and
registered, in the case of any shares on a branch register, at the relevant
Registration Office, and, in the case of any shares on the Register, at the
Office or such other place in Bermuda at which the Register is kept in
accordance with the Act.





49. Without
limiting the generality of the last preceding Bye-law, the Board may decline to
recognise any instrument of transfer unless:-





(a)
            the
      instrument of transfer is in respect of only one class of
      share;





(b)
            the
      instrument of transfer is lodged at the Office or such other place in
      Bermuda at which the Register is kept in accordance with the Act or the
      Registration Office (as the case may be) accompanied by the relevant share
      certificate(s) and such other evidence as the Board may reasonably require
      to show the right of the transferor to make the transfer (and, if the
      instrument of transfer is executed by some other person on his behalf, the
      authority of that person so to do);
and





(c)
            if
      applicable, the instrument of transfer is duly and properly
      stamped.





50. If the Board
refuses to register a transfer of any share in accordance with Bye-law 48, it
shall, within two (2) months after the date on which the transfer was lodged
with the Company, send to each of the transferor and transferee notice of the
refusal.





51. The
registration of transfers of shares or of any class of shares may, after notice
has been given by advertisement in an appointed newspaper and, where applicable,
any other newspapers in accordance with the requirements of any Designated Stock
Exchange to that effect be suspended at such times and for such periods (not
exceeding thirty (30) days in any year) as the Board may determine.





TRANSMISSION OF
SHARES





52. If a Member
dies, the survivor or survivors where the deceased was a joint holder, and his
legal personal representatives where he was a sole or only surviving holder,
will be the only persons recognised by the Company as having any title to his
interest in the shares; but nothing in this Bye-law will release the estate of a
deceased Member (whether sole or joint) from any liability in respect of any
share which had been solely or jointly held by him.





53. Subject to
Section 52 of the Act, any person becoming entitled to a share in consequence of
the death or bankruptcy or winding-up of a Member may, upon such evidence as to
his title being produced as may be required by the Board, elect either to become
the holder of the share or to have some person nominated by him registered as
the transferee thereof.  If he elects to become the holder he shall
notify the Company in writing either at the Registration Office or Office, as
the case may be, to that effect.  If he elects to have another person
registered he shall execute a transfer of the share in favour of that
person.  The provisions of these Bye-laws relating to the transfer and
registration of transfers of shares shall apply to such notice or transfer as
aforesaid as if the death or bankruptcy of the Member had not occurred and the
notice or transfer were a transfer signed by such Member.





16





54. A person
becoming entitled to a share by reason of the death or bankruptcy or winding-up
of a Member shall be entitled to the same dividends and other advantages to
which he would be entitled if he were the registered holder of the
share.  However, the Board may, if it thinks fit, withhold the payment
of any dividend payable or other advantages in respect of such share until such
person shall become the registered holder of the share or shall have effectually
transferred such share, but, subject to the requirements of Bye- law 75(2) being
met, such a person may vote at meetings.





UNTRACEABLE
MEMBERS





55.   
 (1)  Without prejudice to
the rights of the Company under paragraph (2) of this Bye-law, the Company may
cease sending cheque for dividend entitlements or dividend warrants by post if
such cheque or warrants have been left uncashed on two consecutive
occasions.  However, the Company may exercise the power to cease
sending cheque for dividend entitlements or dividend warrants after the first
occasion on which such a cheque or warrant is returned undelivered.





(2)   The Company
shall have the power to sell, in such manner as the Board thinks fit, any shares
of a Member who is untraceable, but no such sale shall be made
unless:





(a)
            all
      cheque or warrants in respect of dividends of the shares in question,
      being not less than three in total number, for any sum payable in cash to
      the holder of such shares in respect of them sent during the relevant
      period in the manner authorised by the Bye-laws of the Company have
      remained uncashed;





(b)
            so
      far as it is aware at the end of the relevant period, the Company has not
      at any time during the relevant period received any indication of the
      existence of the Member who is the holder of such shares or of a person
      entitled to such shares by death, bankruptcy or operation of law;
      and





(c)
            the
      Company, if so required by the rules governing the listing of shares on
      the Designated Stock Exchange, has given notice to, and caused
      advertisement in newspapers in accordance with the requirements of, the
      Designated Stock Exchange to be made of its intention to sell such shares
      in the manner required by the Designated Stock Exchange, and a period of
      three (3) months or such shorter period as may be allowed by the
      Designated Stock Exchange has elapsed since the date of such
      advertisement.





For the purpose of the foregoing, the
"relevant period" means the period commencing twelve years before the date of
publication of the advertisement referred to in paragraph (c) of this Bye-law
and ending at the expiry of the period referred to in that
paragraph.





17





(3)   To give effect
to any such sale the Board may authorise some person to transfer the said shares
and an instrument of transfer signed or otherwise executed by or on behalf of
such person shall be as effective as if it had been executed by the registered
holder or the person entitled by transmission to such shares, and the purchaser
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.  The net proceeds of the sale will
belong to the Company and upon receipt by the Company of such net proceeds it
shall become indebted to the former Member for an amount equal to such net
proceeds.  No trust shall be created in respect of such debt and no
interest shall be payable in respect of it and the Company shall not be required
to account for any money earned from the net proceeds which may be employed in
the business of the Company or as it thinks fit.  Any sale under this
Bye-law shall be valid and effective notwithstanding that the Member holding the
shares sold is dead, bankrupt or otherwise under any legal disability or
incapacity.





GENERAL
MEETINGS





56. An annual
general meeting of the Company shall be held in each year other than the year of
incorporation at such time and place as may be determined by the
Board.





57. Each general
meeting, other than an annual general meeting, shall be called a special general
meeting.  General meetings may be held in any part of the world as may
be determined by the Board.





58. (1) The Board may
whenever it thinks fit call special general meetings, and Members holding at the
date of deposit of the requisition not less than one-tenth of the paid up
capital of the Company carrying the right of voting at general meetings of the
Company shall at all times have the right, by written requisition to the Board
or the Secretary of the Company, to require a special general meeting to be
called by the Board for the transaction of any business specified in such
requisition; and such meeting shall be held within two (2) months after the
deposit of such requisition.  If within twenty-one (21) days of such
deposit the Board fails to proceed to convene such meeting the requisitionists
themselves may do so in accordance with the provisions of Section 74(3) of the
Act.





(2) A Member may raise
business, including the nomination of a candidate for election as a Director, to
be considered at annual and special general meetings of the Company, provided,
however, that in order to be brought before a general meeting Member proposals
must (i) be a proper matter for Member action under the Act and the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
“Rules and Regulations”), (ii) comply with the requirements of this Bye-law 58
and (iii) with respect to Director nominees, the Member submitting such proposal
shall have beneficially owned at least five percent of any class of the
Company’s outstanding stock for a period of at least one year. Where a Member proposal is
to be considered at an annual general meeting, notice of such Member proposal
must be received by the Secretary not less than 120days prior to the
anniversary date of the prior year’s annual general meeting proxy
statement.  Where a Member proposal is to be considered at a special
general meeting, such notice must be received not later thanfive (5)daysfollowing the earlier of
the date on which notice of the special general meeting was given to Members in
accordance with these Bye-laws or the date on which public disclosure of the
date of the special general meeting was made.  Any notice of a
Member proposal shall contain (i) the name, address and relationship to the
Company of the proposing Member and, with respect to director nominations, the
proposed nominee, (ii) with respect to director nominations, a statement to the
effect that the proposed nominee has no direct or indirect business conflict of
interest with the Company, (iii) with respect to director nominations, a
statement to the effect that the proposed nominee meets the Company’s published
minimum criteria for consideration as a nominee for director of the Company,
(iv) the form of resolution to be included in the proxy statement, (v) a brief
description as to why the passing of the resolution is beneficial to the Company
and (vi) any such other information as would be required under the rules and
regulations of the U.S. Securities and Exchange Commission to be included in the
Company’s proxy statement if such proposal were to be included therein.
Notwithstanding the foregoing, in order to include information with respect to a
Member proposal in the Company’s proxy statement and form of proxy for a general
meeting, such Member must provide notice as required by, and otherwise comply
with, the Act and the Rules and Regulations. The Company may exclude a Member’s
proposal from the Company’s proxy statement and form of proxy in accordance with
the Act and the Rules and Regulations.





18





NOTICE OF GENERAL
MEETINGS





59.   
 (1)   An
annual general meeting and any special general meeting  shall be
called by not less than fourteen (14) clear days' Notice but a general meeting
may be called by shorter notice if it is so agreed:





(a)
            in
      the case of a meeting called as an annual general meeting, by all the
      Members entitled to attend and vote thereat;
and





(b)
            in
      the case of any other meeting, by a majority in number of the Members
      having the right to attend and vote at the meeting, being a majority
      together holding not less than ninety-five per cent. (95%) in nominal
      value of the issued shares giving that
right.





(2)   The period of notice
shall be exclusive of the day on which it is served or deemed to be served and
exclusive of the day on which the meeting is to be held, and the notice shall
specify the time and place of the meeting and, in case of special business, the
general nature of the business.  The notice convening an annual
general meeting shall specify the meeting as such.  Notice of every
general meeting shall be given to all Members other than to such Members as,
under the provisions of these Bye-laws or the terms of issue of the shares they
hold, are not entitled to receive such notices from the Company, to all persons
entitled to a share in consequence of the death or bankruptcy or winding-up of a
Member and to each of the Directors and the Auditors.





60. The
accidental omission to give Notice of a meeting or (in cases where instruments
of proxy are sent out with the Notice) to send such instrument of proxy to, or
the non-receipt of such Notice or such instrument of proxy by, any person
entitled to receive such Notice shall not invalidate any resolution passed or
the proceedings at that meeting.





PROCEEDINGS AT GENERAL
MEETINGS








61. (1) All business
shall be deemed special that is transacted at a special general meeting, and
also all business that is transacted at an annual general meeting, with the
exception of sanctioning dividends, the reading, considering and adopting of the
accounts and balance sheet and the reports of the Directors and Auditors and
other documents required to be annexed to the balance sheet, the election of
Directors and appointment of Auditors and other officers in the place of those
retiring, the fixing of the remuneration of the Auditors, and the voting of
remuneration or extra remuneration to the Directors.





19





(2) No business other
than the appointment of a chairman of a meeting shall be transacted at any
general meeting unless a quorum is present at the commencement of the
business.  Such number of Members holding a majority of the votes of
the Company and present in person or by proxy or (in the case of a member being
a corporation) by its duly authorised representative shall form a quorum for all
purposes.





62. If within
thirty (30) minutes (or such longer time not exceeding one hour as the chairman
of the meeting may determine to wait) after the time appointed for the meeting a
quorum is not present, the meeting, if convened on the requisition of Members,
shall be dissolved.  In any other case it shall stand adjourned to the
same day in the next week at the same time and place or to such time and place
as the Board may determine.  If at such adjourned meeting a quorum is
not present within half an hour from the time appointed for holding the meeting,
the meeting shall be dissolved.





63. The President
of the Company or the Chairman shall preside as chairman at every general
meeting.  If at any meeting the President or the Chairman, as the case
may be, is not present within fifteen (15) minutes after the time appointed for
holding the meeting, or if neither of them is willing to act as chairman, the
Directors present shall choose one of their number to act, or if one Director
only is present he shall preside as chairman if willing to act.  If no
Director is present, or if each of the Directors present declines to take the
chair, or if the Chairman chosen shall retire from the chair, the Members
present in person or by proxy and entitled to vote shall elect one of their
number to be chairman.





64. The Chairman
may, with the consent of any meeting at which a quorum is present (and shall if
so directed by the meeting), adjourn the meeting from time to time and from
place to place as the meeting shall determine, but no business shall be
transacted at any adjourned meeting other than business which might lawfully
have been transacted at the meeting had the adjournment not taken
place.  When a meeting is adjourned for fourteen (14) days or more, at
least seven (7) clear days' notice of the adjourned meeting shall be given
specifying the time and place of the adjourned meeting but it shall not be
necessary to specify in such notice the nature of the business to be transacted
at the adjourned meeting and the general nature of the business to be
transacted.  Save as aforesaid, it shall be unnecessary to give notice
of an adjournment.  No business shall be transacted at any such
adjourned meeting other than the business which might have been transacted at
the meeting from which the adjournment took place.




65. If an
amendment is proposed to any resolution under consideration but is in good faith
ruled out of order by the chairman of the meeting, the proceedings on the
substantive resolution shall not be invalidated by any error in such
ruling.  In the case of a resolution duly proposed as a special
resolution, no amendment thereto (other than a mere clerical amendment to
correct a patent error) may in any event be considered or voted
upon.





20





VOTING





66. Subject to
any special rights or restrictions as to voting for the time being attached to
any shares by or in accordance with these Bye-laws, at any general meeting on a
show of hands every Member present in person or by proxy or (being a
corporation) is present by a representative duly authorised under Section 78 of
the Act shall have one vote and on a poll every Member present in person or in
the case of a Member being a corporation by its duly authorised representative
or by proxy shall have such number of votes as are attached to every fully paid
share of which he is the holder but so that no amount paid up or credited as
paid up on a share in advance of calls or instalments is treated for the
foregoing purposes as paid up on the share.  A resolution put to the
vote of a meeting shall be decided on a show of hands unless (before or on the
declaration of the result of the show of hands or on the withdrawal of any other
demand for a poll) a poll is demanded:





(a)
            by
      the chairman of such meeting; or





(b)
            by
      at least three Members present in person or in the case of a Member being
      a corporation by its duly authorised representative or by proxy for the
      time being entitled to vote at the meeting;
or





(c)
            by
      a Member or Members present in person or in the case of a Member being a
      corporation by its duly authorised representative or by proxy and
      representing not less than one-tenth of the total voting rights of all
      Members having the right to vote at the meeting;
  or





(d)
            by
      a Member or Members present in person or in the case of a Member being a
      corporation by its duly authorised representative or by proxy and holding
      shares in the Company conferring a right to vote at the 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 shares conferring that
      right.





A demand
by a person as proxy for a Member or in the case of a Member being a corporation
by its duly authorised representative shall be deemed to be the same as a demand
by a Member.





67. Unless a poll
is duly demanded and the demand is not withdrawn, a declaration by the chairman
that a resolution has been carried, or carried unanimously, or by a particular
majority, or not carried by a particular majority, or lost, and an entry to that
effect made in the minute book of the Company, shall be conclusive evidence of
the fact without proof of the number or proportion of the votes recorded for or
against the resolution.





68. If a poll is
duly demanded the result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.  There shall be no requirement
for the chairman to disclose the voting figures on a poll.





69. A poll
demanded on the election of a chairman, or on a question of adjournment, shall
be taken forthwith.  A poll demanded on any other question shall be
taken in such manner (including the use of ballot or voting papers or tickets)
and either forthwith or at such time (being not later than thirty (30) days
after the date of the demand) and place as the Chairman directs.  It
shall not be necessary (unless the chairman otherwise directs) for notice to be
given of a poll not taken immediately.





70. The demand
for a poll shall not prevent the continuance of a meeting or the transaction of
any business other than the question on which the poll has been demanded, and,
with the consent of the chairman, it may be withdrawn at any time before the
close of the meeting or the taking of the poll, whichever is the
earlier.





21





71. On a poll
votes may be given either personally or by proxy.





72. A person
entitled to more than one vote on a poll need not use all his votes or cast all
the votes he uses in the same way.





73. In the case
of an equality of votes, whether on a show of hands or on a poll, the chairman
of such meeting shall be entitled to a second or casting vote in addition to any
other vote he may have.





74. Where there
are joint holders of any share any one of such joint holder may vote, either in
person or by proxy, in respect of such share as if he were solely entitled
thereto, but if more than one of such joint holders be present at any meeting
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 in respect of the joint holding.  Several executors or
administrators of a deceased Member in whose name any share stands shall for the
purposes of this Bye-law be deemed joint holders thereof.





75.   
 (1) A Member who is a
patient for any purpose relating to mental health or in respect of whom an order
has been made by any court having jurisdiction for the protection or management
of the affairs of persons incapable of managing their own affairs may vote,
whether on a show of hands or on a poll, by his receiver, committee, curator
bonis or other person in the nature of a receiver, committee or curator bonis
appointed by such court, and such receiver, committee, curator bonis or other
person may vote on a poll by proxy, and may otherwise act and be treated as if
he were the registered holder of such shares for the purposes of general
meetings, provided that such evidence as the Board may require of the authority
of the person claiming to vote shall have been deposited at the Office, head
office or Registration Office, as appropriate, not less than forty-eight (48)
hours before the time appointed for holding the meeting, or adjourned meeting or
poll, as the case may be.





(2) Any person entitled
under Bye-law 53 to be registered as the holder of any shares may vote at any
general meeting in respect thereof in the same manner as if he were the
registered holder of such shares, provided that forty-eight (48) hours at least
before the time of the holding of the meeting or adjourned meeting, as the case
may be, at which he proposes to vote, he shall satisfy the Board of his
entitlement to such shares, or the Board shall have previously admitted his
right to vote at such meeting in respect thereof.





76. No Member
shall, unless the Board otherwise determines, be entitled to attend and vote and
to be reckoned in a quorum at any General Meeting unless he is duly registered
and all calls or other sums presently payable by him in respect of shares in the
Company have been paid.





22





77. If:





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





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





(c)
            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.





PROXIES





78. Any Member
entitled to attend and vote at a meeting of the Company shall be entitled to
appoint another person as his proxy to attend and vote instead of
him.  A Member may appoint a proxy in respect of part only of his
holding of shares in the Company.  A proxy need not be a Member of the
Company.





79. If an
instrument appointing a proxy is in writing, it shall be under the hand of the
appointor or of his attorney duly authorised in writing or, if the appointor is
a corporation, either under its seal or under the hand of an officer, attorney
or other person authorised to sign the same.  In the case of an
instrument of proxy in writing purporting to be signed on behalf of a
corporation by an officer thereof it shall be assumed, unless the contrary
appears, that such officer was duly authorised to sign such instrument of proxy
on behalf of the corporation without further evidence of the fact.





80. Subject to
the Act, the instrument appointing a proxy, whether in writing or in any other
form as may be approved by the Board, and (if required by the Board) the power
of attorney or other authority (if any) under which it is signed, or a certified
copy of such power or authority, shall be delivered or otherwise submitted or
communicated to the Company in such form and manner or to such place or one of
such places (if any) as may be specified for that purpose in or by way of note
to or in any document accompanying the notice convening the meeting (or, if no
place is so specified for instruments in writing, at the Registration Office or
the Office, as may be appropriate) not less than forty-eight (48) hours before
the time appointed for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote or, in the case of a poll taken
subsequently to the date of a meeting or adjourned meeting, not less than
twenty-four (24) hours before the time appointed for the taking of the poll and
in default the instrument of proxy shall not be treated as valid.  No
instrument appointing a proxy shall be valid after the expiration of twelve (12)
months from the date named in it as the date of its execution, if such
instrument is in writing, or the date it is submitted or communicated to the
Company, if such instrument is in a form other than in writing, except at an
adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in
cases where the meeting was originally held within twelve (12) months from such
date.  Delivery, submission or communication, as the case may be, of
an instrument appointing a proxy shall not preclude a Member from attending and
voting in person at the meeting convened and in such event, the instrument
appointing a proxy shall be deemed to be revoked.





23





81. Instruments
of proxy shall be in any common form or in such other form as the Board may
approve (provided that this shall not preclude the use of the two-way form) and
the Board may, if it thinks fit, send out or provide access to with the notice
of any meeting forms of instrument of proxy for use at the
meeting.  The instrument of proxy shall be deemed to confer authority
to demand or join in demanding a poll and to vote on any amendment of a
resolution put to the meeting for which it is given as the proxy thinks
fit.  The instrument of proxy shall, unless the contrary is stated
therein, be valid as well for any adjournment of the meeting as for the meeting
to which it relates.





82. A vote given
in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal, or revocation
of the instrument of proxy or of the authority under which it was executed,
provided that no intimation in writing of such death, insanity or revocation
shall have been received by the Company at the Office or the Registration Office
(or such other place as may be specified for the delivery of instruments of
proxy in the notice convening the meeting or other document sent therewith) two
(2) hours at least before the commencement of the meeting or adjourned meeting,
or the taking of the poll, at which the instrument of proxy is
used.





83. Anything
which under these Bye-laws a Member may do by proxy he may likewise do by his
duly appointed attorney and the provisions of these Bye-laws relating to proxies
and instruments appointing proxies shall apply mutatis mutandis in relation to
any such attorney and the instrument under which such attorney is
appointed.





CORPORATIONS ACTING BY
REPRESENTATIVES





84. (1) Any
corporation which is a Member of the Company may by resolution of its directors
or other governing body authorise such person as it thinks fit to act as its
representative at any meeting of the Company or any class of Members of the
Company.  The person so authorised shall be entitled to exercise the
same powers on behalf of such corporation as the corporation could exercise if
it were an individual Member of the Company and such corporation shall for the
purposes of these Bye-laws be deemed to be present in person at any such meeting
if a person so authorised is present thereat.  Any reference in these
Bye-laws to a duly authorised representative of a Member being a corporation
shall mean a representative authorised under the provisions of this
Bye-law.





(2) If a clearing house
is a Member, it may authorise such person or persons as it thinks fit to act as
its representative or representatives at any meeting of the Company or at any
meeting of any class of Members provided that, if more than one person is so
authorised, the authorization shall specify the number and class of shares in
respect of which each such person is so authorised.  A person so
authorised under the provisions of this Bye-law shall be entitled to exercise
the same powers on behalf of the clearing house (or its nominee) which he
represents as that clearing house (or its nominee) could exercise if it were an
individual Member.





WRITTEN RESOLUTIONS OF
MEMBERS





85. (1) Subject to
the Act, a resolution in writing signed (in such manner as to indicate,
expressly or impliedly, unconditional approval) by or on behalf of all persons
for the time being entitled to receive notice of and to attend and vote at
general meetings of the Company shall, for the purposes of these Bye-laws, be
treated as a resolution duly passed at a general meeting of the Company and,
where relevant, as a special resolution so passed.  Any such
resolution shall be deemed to have been passed at a meeting held on the date on
which it was signed by the last Member to sign, and where the resolution states
a date as being the date of his signature thereof by any Member the statement
shall be prima facie evidence that it was signed by him on that
date.  Such a resolution may consist of several documents in the like
form, each signed by one or more relevant Members.





24





(2) Notwithstanding any
provisions contained in these Bye-laws, a resolution in writing shall not be
passed for the purpose of removing a Director before the expiration of his term
of office under Bye-law 86(4) or for the purposes set out in Bye-law 154(3)
relating to the removal and appointment of the Auditor.








BOARD OF
DIRECTORS








86. (1) Unless
otherwise determined by the Board of Directors, the number of Directors shall
not be less than three (3).  At all times, at least two (2) Directors
shall be independent directors. The Directors shall be elected or appointed by
ordinary resolution in the first place at the statutory meeting of Members and
thereafter at each annual general meeting of the Company subject to Bye-law 87
and shall hold office until the next appointment of Directors or until their
successors are elected or appointed.





(2) The Directors shall
have the power from time to time and at any time to appoint any person as a
Director either to fill a casual vacancy on the Board or as an addition to the
existing Board but so that the number of Directors so appointed shall not exceed
any maximum number determined from time to time by the Board of
Directors.  Any Director so appointed by the Board shall hold office
only until the next following annual general meeting of the Company and shall
then be eligible for re-election at that meeting.





(3) Neither a Director
nor an alternate Director shall be required to hold any shares of the Company by
way of qualification and a Director or alternate Director (as the case may be)
who is not a Member shall be entitled to receive notice of and to attend and
speak at any general meeting of the Company and of all classes of shares of the
Company.





(4) Subject to any
provision to the contrary in these Bye-laws the Members may, at any general
meeting convened and held in accordance with these Bye-laws, by special
resolution remove a Director at any time before the expiration of his period of
office notwithstanding anything in these Bye-laws or in any agreement between
the Company and such Director (but without prejudice to any claim for damages
under any such agreement) provided that the notice of any such meeting convened
for the purpose of removing a Director shall contain a statement of the
intention so to do and be served on such Director fourteen (14) days before the
meeting and at such meeting such Director shall be entitled to be heard on the
motion for his removal.





(5) A vacancy on the
Board created by the removal of a Director under the provisions of subparagraph
(4) above may be filled by the election or appointment by the Members at the
meeting at which such Director is removed to hold office until the next
appointment of Directors or until their successors are elected or appointed or,
in the absence of such election or appointment the Board of Directors may fill
any vacancy in the number left unfilled.





25





(6)  The Board of
Directors may from time to time increase or reduce the number of Directors but
so that the number of Directors shall never be less than two (2).








RETIREMENT OF
DIRECTORS





87.   
 (1) At each
annual general meeting all of the Directors for the time being shall retire from
office.





(2)  A retiring Director
shall be eligible for re-election.





88. No person
other than a Director retiring at the meeting shall, unless recommended by the
Directors for election or nominated by a Member pursuant to Bye-Law 58(2), be
eligible for election as a Director at any general meeting.





DISQUALIFICATION OF
DIRECTORS





89. The office of
a Director shall be vacated if the Director:





(1)  resigns his office
by notice in writing delivered to the Company at the Office or tendered at a
meeting of the Board whereupon the Board resolves to accept such
resignation;





(2) becomes of unsound
mind or dies;





(3) without special leave
of absence from the Board, is absent from meetings of the Board for six
consecutive months, and his alternate Director, if any, shall not during such
period have attended in his stead and the Board resolves that his office be
vacated; or





(4) becomes bankrupt or
has a receiving order made against him or suspends payment or compounds with his
creditors;





(5) is prohibited
by law from being a Director; or





(6) ceases to be a
Director by virtue of any provision of the Statutes or is removed from office
pursuant to these Bye-laws.





EXECUTIVE DIRECTORS AND
COMMITTEES





90. The Board may
from time to time appoint any one or more of its body to be a Managing Director,
Joint Managing Director or Deputy Managing Director or to hold any other
employment or executive office with the Company for such period (subject to
their continuance as Directors) and upon such terms as the Board may determine
and the Board may revoke or terminate any of such appointments.  Any
such revocation or termination as aforesaid shall be without prejudice to any
claim for damages that such Director may have against the Company or the Company
may have against such Director.  A Director appointed to an office
under this Bye-law shall be subject to the same provisions as to removal as the
other Directors of the Company, and he shall (subject to the provisions of any
contract between him and the Company) ipso facto and immediately cease to hold
such office if he shall cease to hold the office of Director for any
cause.





26





91. Notwithstanding
Bye-laws 96, 97, 98 and 99, an executive Director appointed to an office under
Bye-law 90 hereof shall receive such remuneration (whether by way of salary,
commission, participation in profits or otherwise or by all or any of those
modes) and such other benefits (including pension and/or gratuity and/or other
benefits on retirement) and allowances as the Board may from time to time
determine, and either in addition to or in lieu of his remuneration as a
Director.





91A.  The Board may
delegate any of its powers to a committee appointed by the Board and every such
committee shall conform to such directions as the Board shall impose on
them.  The Board shall maintain an audit committee, a majority of the
members of which shall be independent directors.





ALTERNATE
DIRECTORS





92. Any Director
may at any time by Notice delivered to the Office or head office or at a meeting
of the Directors appoint any person to be his alternate Director.  Any
person so 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.  An alternate Director may be removed at any time
by the body which appointed him and, subject thereto, the office of alternate
Director shall continue until the next annual election of Directors or, if
earlier, the date on which the relevant Director ceases to be a
Director.  Any appointment or removal of an alternate Director shall
be effected by Notice signed by the appointor and delivered to the Office or
head office or tendered at a meeting of the Board.  An alternate
Director may also be a Director in his own right and may act as alternate to
more than one Director.  An alternate Director shall, if his appointor
so requests, be entitled to receive notices of meetings of the Board or of
committees of the Board to the same extent as, but in lieu of, the Director
appointing him and shall be entitled to such extent to attend and vote as a
Director at any such meeting at which the Director appointing him is not
personally present and generally at such meeting to exercise and discharge all
the functions, powers and duties of his appointor as a Director and for the
purposes of the proceedings at such meeting the provisions of these Bye-laws
shall apply as if he were a Director save that as an alternate for more than one
Director his voting rights shall be cumulative.





93. An alternate
Director shall only be a Director for the purposes of the Act and shall only be
subject to the provisions of the Act insofar as they relate to the duties and
obligations of a Director when performing the functions of the Director for whom
he is appointed in the alternative 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 the
Director appointing him.  An alternate Director shall be entitled to
contract and be interested in and benefit from contracts or arrangements or
transactions and to be repaid expenses and to be indemnified by the Company to
the same extent mutatis mutandis as if he were a Director but he shall not be
entitled to receive from the Company any fee in his capacity as an alternate
Director except only such part, if any, of the remuneration otherwise payable to
his appointor as such appointor may by notice in writing to the Company from
time to time direct.





27





94. 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).  If his appointor is for the time being absent from Hong
Kong or otherwise not available or unable to act, the signature of an alternate
Director to any resolution in writing of the Board or a committee of the Board
of which his appointor is a member shall, unless the notice of his appointment
provides to the contrary, be as effective as the signature of his
appointor.





95. An alternate
Director shall ipso facto cease to be an alternate Director if his appointor
ceases for any reason to be a Director, however, such alternate Director or any
other person may be re-appointed by the Directors to serve as an alternate
Director PROVIDED always that, if at any meeting any Director retires but is
re-elected at the same meeting, any appointment of such alternate Director
pursuant to these Bye-laws which was in force immediately before his retirement
shall remain in force as though he had not retired.





DIRECTORS' FEES AND
EXPENSES





96. The
remuneration of the Directors shall from time to time be determined by the
Directors and reported to the Members on an annual basis. Such remuneration
shall be deemed to accrue from day to day.





97. Each Director
shall be entitled to be repaid or prepaid all travelling, hotel and incidental
expenses reasonably incurred or expected to be incurred by him in attending
meetings of the Board or committees of the Board or general meetings or separate
meetings of any class of shares or of debentures of the Company or otherwise in
connection with the discharge of his duties as a Director.





98. Any Director
who, by request, goes or resides abroad for any purpose of the Company or who
performs services which in the opinion of the Board go beyond the ordinary
duties of a Director may be paid such extra remuneration (whether by way of
salary, commission, participation in profits or otherwise) as the Board may
determine and such extra remuneration shall be in addition to or in substitution
for any ordinary remuneration provided for by or pursuant to any other
Bye-law.





99. The Board
shall obtain the approval of the Company in general meeting before making any
payment to any Director or past Director of the Company by way of compensation
for loss of office, or as consideration for or in connection with his retirement
from office (not being payment to which the Director is contractually
entitled).








DIRECTORS' AND OFFICERS'
INTERESTS





100.A Director
may:





(a)
            hold
      any other office or place of profit with the Company (except that of
      Auditor) in conjunction with his office of Director for such period and,
      subject to the relevant provisions of the Act, upon such terms as the
      Board may determine. Any remuneration (whether by way of salary,
      commission, participation in profits or otherwise) paid to any Director in
      respect of any such other office or place of profit shall be in addition
      to any remuneration provided for by or pursuant to any other
      Bye-law;





28





(b)
            act
      by himself or his firm in a professional capacity for the Company
      (otherwise than as Auditor) and he or his firm may be remunerated for
      professional services as if he were not a
  Director;





(c)
            continue
      to be or become a director, managing director, joint managing Director,
      deputy managing director, executive director, manager or other officer or
      member of any other company promoted by the Company or in which the
      Company may be interested as a vendor, shareholder or otherwise and
      (unless otherwise agreed) no such Director shall be accountable for any
      remuneration, profits or other benefits received by him as a director,
      managing director, joint managing director, deputy managing director,
      executive director, manager or other officer or member of or from his
      interests in any such other company.  Subject as otherwise
      provided by these Bye-laws the Directors may exercise or cause to be
      exercised the voting powers conferred by the shares in any other company
      held or owned by the Company, or exercisable by them as Directors of such
      other company in such manner in all respects as they think fit (including
      the exercise thereof in favour of any resolution appointing themselves or
      any of them directors, managing directors, joint managing directors,
      deputy managing directors, executive directors, managers or other officers
      of such company) or voting or providing for the payment of remuneration to
      the director, managing director, joint managing director, deputy managing
      director, executive director, manager or other officers of such other
      company and any Director may vote in favour of the exercise of such voting
      rights in manner aforesaid notwithstanding that he may be, or about to be,
      appointed a director, managing director, joint managing director, deputy
      managing director, executive director, manager or other officer of such a
      company, and that as such he is or may become interested in the exercise
      of such voting rights in manner
aforesaid.








101. 
Subject to the Act
and to these Bye-laws, no Director or officer or proposed or intending Director
or officer shall be disqualified by his office from contracting with the
Company, either with regard to his tenure of any office or place of profit or as
vendor, purchaser or in any other manner whatever, nor shall any such contract
or any other contract or arrangement in which any Director or officer is in any
way interested be liable to be avoided, nor shall any Director or officer so
contracting or being so interested be liable to account to the Company or the
Members for any remuneration, profit or other benefits realised by any such
contract or arrangement by reason of such Director or officer holding that
office or of the fiduciary relationship thereby established provided that such
Director or officer shall disclose the nature of his interest in any contract or
arrangement in which he is interested in accordance with Bye-law 102
herein.





102. 
A Director or
officer who to his knowledge is in any way, whether directly or indirectly,
interested in a contract or arrangement or proposed contract or arrangement with
the Company shall declare the nature of his interest at the meeting of the Board
at which the question of entering into the contract or arrangement is first
considered, if he knows his interest then exists, or in any other case at the
first meeting of the Board after he knows that he is or has become so
interested. For the purposes of this Bye-law, a general notice to the Board by a
Director to the effect that:





29





(a)
            he
      is a member or officer of a specified company or firm and is to be
      regarded as interested in any contract or arrangement which may after the
      date of the notice be made with that company or firm;
  or





(b)
            he
      is to be regarded as interested in any contract or arrangement which may
      after the date of the notice be made with a specified person who is
      connected with him;





shall be
deemed to be a sufficient declaration of interest under this Bye-law in relation
to any such contract or arrangement, provided that no such notice shall be
effective unless either it is given at a meeting of the Board or the Director or
officer takes reasonable steps to secure that it is brought up and read at the
next Board meeting after it is given.





103.  
(1)   A Director
shall not vote (nor be counted in the quorum) on any resolution of the Board in
respect of any contract or arrangement or any other proposal in which he is to
his knowledge materially interested, but this prohibition shall not apply to any
of the following matters namely:





(i)
            any
      contract or arrangement for giving to such Director any security or
      indemnity in respect of money lent by him or obligations incurred or
      undertaken by him at the request of or for the benefit of the Company or
      any of its subsidiaries;





(ii)
            )any
      contract or arrangement for the giving of any security or indemnity to a
      third party in respect of a debt or obligation of the Company or any of
      its subsidiaries for which the Director has himself assumed responsibility
      in whole or in part whether alone or jointly under a guarantee or
      indemnity or by the giving of
security;





(iii)
            any
      contract or arrangement concerning an offer of shares or debentures or
      other securities of or by the Company or any other company which the
      Company may promote or be interested in for subscription or purchase,
      where the Director is or is to be interested as a participant in the
      underwriting or sub-underwriting of the
offer;





(iv)
            any
      contract or arrangement in which he is interested in the same manner as
      other holders of shares or debentures or other securities of the Company
      or any of its subsidiaries by virtue only of his interest in shares or
      debentures or other securities of the
Company;





(v)
            any
      contract or arrangement concerning any other company in which he is
      interested only, whether directly or indirectly, as an officer or
      executive or a shareholder other than a company in which the Director
      together with any of his associates (as defined by the rules, where
      applicable, of the Designated Stock Exchange) is beneficially interested
      in five (5) per cent or more of the issued shares or of the voting rights
      of any class of shares of such company (or any third company through which
      his interest is derived); or





30





(vi)
              any
      proposal concerning the adoption, modification or operation of a share
      option scheme, a pension fund or retirement, death or disability benefits
      scheme or other arrangement which relates both to directors and employees
      of the Company or of any of its subsidiaries and does not provide in
      respect of any Director as such any privilege or advantage not accorded to
      the employees to which such scheme or fund
  relates.





(2) 
A company
shall be deemed to be a company in which a Director owns five (5) per cent. or
more if and so long as (but only if and so long as) he and his associates (as
defined by the rules, where applicable, of the Designated Stock Exchange),
(either directly or indirectly) are the holders of or beneficially interested in
five (5) per cent. or more of any class of the equity share capital of such
company or of the voting rights available to members of such company (or of any
third company through which his interest is derived).  For the purpose
of this paragraph there shall be disregarded any shares held by a 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 scheme in which
the Director is interested only as a unit holder.





(3)   Where a
company in which a Director together with his associates (as defined by the
rules, where applicable, of the Designated Stock Exchange) holds five (5) per
cent. or more is materially interested in a transaction, then that Director
shall also be deemed materially interested in such transaction.





(4)   If any
question shall arise at any meeting of the Board as to the materiality of the
interest of a Director (other than the chairman of the meeting) or as to the
entitlement of any Director (other than such chairman) to vote and such question
is not resolved by his voluntarily agreeing to abstain from voting, such
question shall be referred to the chairman of the meeting and his ruling in
relation to such other Director shall be final and conclusive except in a case
where the nature or extent of the interest of the Director concerned as known to
such Director has not been fairly disclosed to the Board.  If any
question as aforesaid shall arise in respect of the chairman of the meeting such
question shall be decided by a resolution of the Board (for which purpose such
chairman shall not vote thereon) and such resolution shall be final and
conclusive except in a case where the nature or extent of the interest of such
chairman as known to such chairman has not been fairly disclosed to the
Board.





GENERAL POWERS OF THE
DIRECTORS





104. 
 (1)  The business
of the Company shall be managed and conducted by the Board, which may pay all
expenses incurred in forming and registering the Company and may exercise all
powers of the Company (whether relating to the management of the business of the
Company or otherwise) which are not by the Statutes or by these Bye-laws
required to be exercised by the Company in general meeting, subject nevertheless
to the provisions of the Statutes and of these Bye-laws and to such regulations
being not inconsistent with such provisions, as may be prescribed by the Company
in general meeting, but no regulations made by the Company in general meeting
shall invalidate any prior act of the Board which would have been valid if such
regulations had not been made.  The general powers given by this
Bye-law shall not be limited or restricted by any special authority or power
given to the Board by any other Bye-law.





31





(2)   Without
prejudice to the general powers conferred by these Bye-laws it is hereby
expressly declared that the Board shall have the following powers:





(a)
            To
      give to any person the right or option of requiring at a future date that
      an allotment shall be made to him of any share at par or at such premium
      as may be agreed.





(b)
            To
      give to any Directors, officers or servants of the Company an interest in
      any particular business or transaction or participation in the profits
      thereof or in the general profits of the Company either in addition to or
      in substitution for a salary or other
  remuneration.





(c)
            To
      resolve that the Company be discontinued in Bermuda and continued in a
      named country or jurisdiction outside Bermuda subject to the provisions of
      the Act.





105. 
 [Deleted]





106.
 The Board may
by power of attorney appoint under the Seal any company, firm or person or any
fluctuating body of persons, whether nominated directly or indirectly by the
Board, to be the attorney or attorneys of the Company for such purposes and with
such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Board under these Bye-laws) 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 vested in him.  Such attorney or attorneys may, if so
authorised under the Seal of the Company, execute any deed or instrument under
their personal seal with the same effect as the affixation of the Company's
Seal.





107.
 Except as
specified in Bye-law 130 or unless expressly authorized by the Board in
accordance with these Bye-laws, no Director or Officer may (a) enter into any
contract or deed or other agreement pursuant to which the Company is obliged to
make payment over such term or such amount as the Board may from time to time
determine, or (b) issue or agree to issue any share of the Company. The Board
may entrust to and confer upon any officer such powers, with such terms,
conditions and restrictions, as the Board in its discretion deems
appropriate.





108.
 All cheque,
promissory notes, drafts, bills of exchange and other instruments, whether
negotiable or transferable or not, and all receipts for moneys paid to the
Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the
case may be, in such manner as the Board shall from time to time by resolution
determine.  The Company's banking accounts shall be kept with such
banker or bankers as the Board shall from time to time determine.





32





109.  
(1) The Board may
establish or concur or join with other companies (being subsidiary companies of
the Company or companies with which it is associated in business) in
establishing and making contributions out of the Company's moneys to any schemes
or funds for providing pensions, sickness or compassionate allowances, life
assurance or other benefits for employees (which expression as used in this and
the following paragraph shall include any Director or ex-Director who may hold
or have held any executive office or any office of profit under the Company or
any of its subsidiary companies) and ex-employees of the Company and their
dependents or any class or classes of such person.





(2) The Board may pay,
enter into agreements to pay or make grants of revocable or irrevocable, and
either subject or not subject to any terms or conditions, pensions or other
benefits to employees and ex-employees and their dependents, or to any of such
persons, including pensions or benefits additional to those, if any, to which
such employees or ex-employees or their dependents are or may become entitled
under any such scheme or fund as mentioned in the last preceding
paragraph.  Any such pension or benefit may, as the Board considers
desirable, be granted to an employee either before and in anticipation of or
upon or at any time after his actual retirement.





BORROWING
POWERS





110.
 The Board may
exercise all the powers of the Company to raise or borrow money and to mortgage
or charge all or any part of the undertaking, property and assets (present and
future) and uncalled capital of the Company and, subject to the Act, to issue
debentures, bonds and other securities, whether outright or as collateral
security for any debt, liability or obligation of the Company or of any third
party.





111.
  Debentures, bonds and other
securities may be made assignable free from any equities between the Company and
the person to whom the same may be issued.





112.
 Any
debentures, bonds or other securities may be issued at a discount (other than
shares), premium or otherwise and with any special privileges as to redemption,
surrender, drawings, allotment of shares, attending and voting at general
meetings of the Company, appointment of Directors and otherwise.





113. 
 (1) 
 Where
any uncalled capital of the Company is charged, all persons taking any
subsequent charge thereon shall take the same subject to such prior charge, and
shall not be entitled, by notice to the members or otherwise, to obtain priority
over such prior charge.





(2)
  The Board shall cause
a proper register to be kept, in accordance with the provisions of the Act, of
all charges specifically affecting the property of the Company and of any series
of debentures issued by the Company and shall duly comply with the requirements
of the Act in regard to the registration of charges and debentures therein
specified and otherwise.





PROCEEDINGS OF THE
DIRECTORS





114.
 The Board may
meet for the despatch of business, adjourn and otherwise regulate its meetings
as it considers appropriate.  Questions arising at any meeting shall
be determined by a majority of votes. A majority of the meetings of the Board of
Directors of the Company that are held in any given fiscal year of the Company
shall be held outside the United States.





33





115. 
 A meeting of
the Board may be convened by the Secretary on request of a Director or by any
Director.  The Secretary shall convene a meeting of the Board of which
notice may be given in writing or by telephone or in such other manner as the
Board may from time to time determine whenever he shall be required so to do by
the President or Chairman, as the case may be, or any Director.  Any
Director may waive notice of any meeting either prospectively or
retrospectively.





116. 
 (1) The quorum
necessary for the transaction of the business of the Board may be fixed by the
Board and, unless so fixed at any other number, shall be two (2).  An
alternate Director shall be counted in a quorum in the case of the absence of a
Director for whom he is the alternate provided that he shall not be counted more
than once for the purpose of determining whether or not a quorum is
present.





(2) Directors may
participate in any meeting of the Board by means of a conference telephone or
other communications equipment through which all persons participating in the
meeting can communicate with each other simultaneously and instantaneously and,
for the purpose of counting a quorum, such participation shall constitute
presence at a Meeting as if those participating were present in
person.





(3) Any Director
who ceases to be a Director at a Board meeting may continue to be present and to
act as a Director and be counted in the quorum until the termination of such
Board meeting if no other Director objects and if otherwise a quorum of
Directors would not be present.




117. 
 The
continuing Directors or a sole continuing Director may act notwithstanding any
vacancy in the Board but, if and so long as the number of Directors is reduced
below the minimum number fixed by or in accordance with these Bye-laws, the
continuing Directors or Director, notwithstanding that the number of Directors
is below the number fixed by or in accordance with these Bye-laws as the quorum
or that there is only one continuing Director, may act for the purpose of
filling vacancies in the Board or of summoning general meetings of the Company
but not for any other purpose.





118. 
 The Board may
elect a chairman and one or more deputy chairman of its meetings and determine
the period for which they are respectively to hold such office.  If no
chairman or deputy chairman is elected, or if at any meeting neither the
chairman nor any deputy chairman is present within five (5) minutes after the
time appointed for holding the same, the Directors present may choose one of
their number to be chairman of the meeting.





119. 
 A meeting of
the Board at which a quorum is present shall be competent to exercise all the
powers, authorities and discretions for the time being vested in or exercisable
by the Board.





120. 
 (1) The Board may
delegate any of its powers, authorities and discretions to committees,
consisting of such Director, officer, Directors or officers as it thinks fit,
and they may, from time to time, revoke such delegation or revoke the
appointment of and discharge any such committees either wholly or in part, and
either as to persons or purposes.  Any committee so formed shall, in
the exercise of the powers, authorities and discretions so delegated, conform to
any regulations which may be imposed on it by the Board.





(2) All acts done
by any such committee in conformity with such regulations, and in fulfilment of
the purposes for which it was appointed, but not otherwise, shall have like
force and effect as if done by the Board, and the Board shall have power, with
the consent of the Company in general meeting, to remunerate the members of any
such committee, and charge such remuneration to the current expenses of the
Company.





34





121.  
The meetings and
proceedings of any committee consisting of two or more members shall be governed
by the provisions contained in these Bye-laws for regulating the meetings and
proceedings of the Board so far as the same are applicable and are not
superseded by any regulations imposed by the Board under the last preceding
Bye-law.





122. 
 A resolution
in writing signed by all the Directors except such as are temporarily unable to
act through ill-health or disability, and all the alternate Directors, if
appropriate, whose appointors are temporarily unable to act as aforesaid shall
(provided that such number is sufficient to constitute a quorum and further
provided that a copy of such resolution has been given or the contents thereof
communicated to all the Directors for the time being entitled to receive notices
of Board meetings in the same manner as notices of meetings are required to be
given by these Bye-laws) be as valid and effectual as if a resolution had been
passed at a meeting of the Board duly convened and held.  Such
resolution may be contained in one document or in several documents in like form
each signed by one or more of the Directors or alternate Directors and for this
purpose a facsimile signature of a Director or an alternate Director shall be
treated as valid.





123. 
 All acts bona
fide done by the Board or by any committee or by any person acting as a Director
or members of a committee, shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any member or the
Board or such committee or person acting as aforesaid or that they or any of
them were disqualified or had vacated office, be as valid as if every such
person had been duly appointed and was qualified and had continued to be a
Director or member of such committee.





MANAGERS





124. 
 The Board may
from time to time appoint a General Manager, a Manager or Managers of the
Company and may fix his or their remuneration either by way of salary or
commission or by conferring the right to participation in the profits of the
Company or by a combination of two or more of these modes and pay the working
expenses of any of the staff of the General Manager, Manager or Managers who may
be employed by him or them upon the business of the Company.





125. 
 The
appointment of such General Manager, Manager or Managers may be for such period
as the Board may decide, and the Board may confer upon him or them all or any of
the powers of the Board as they may think fit.





126. 
 The Board may
enter into such agreement or agreements with any such General Manager, Manager
or Managers upon such terms and conditions in all respects as the Board may in
their absolute discretion think fit, including a power for such General Manager,
Manager or Managers to appoint an Assistant Manager or Managers or other
employees whatsoever under them for the purpose of carrying on the business of
the Company.





OFFICERS





127. 
 (1)  The officers
of the Company shall consist of the president, vice-president,  and
Secretary and such additional officers (who may or may not be Directors) as the
Board may from time to time determine, all of whom shall be deemed to be
officers for the purposes of the Act and these Bye-laws as well as solely for
the purposes of the Act, the chairman, deputy chairman and
Directors.





35





(2) 
 The
Directors shall, as soon as may be after each appointment or election of
Directors, elect amongst the Directors a president and a vice-president or a
chairman and a deputy chairman; and if more than one (1) Director is proposed
for either of these offices, the election to such office shall take place in
such manner as the Directors may determine.





(3) 
 The
officers shall receive such remuneration as the Directors may from time to time
determine.





(4) 
 Where
the Company does not have a quorum of Directors ordinarily resident in Bermuda,
the Company shall in accordance with the Act appoint and maintain a resident
representative ordinarily resident in Bermuda and the resident representative
shall maintain an office in Bermuda and comply with the provisions of the
Act.





The
Company shall provide the resident representative with such documents and
information as the resident representative may require in order to be able to
comply with the provisions of the Act.





The
resident representative shall be entitled to have notice of, attend and be heard
at any Directors' meetings or general meeting of the Company.





128.  
(1)   The Secretary
and additional officers, if any, shall be appointed by the Board and shall hold
office on such terms and for such period as the Board may
determine.  If thought fit, two (2) or more persons may be appointed
as joint Secretaries.  The Board may also appoint from time to time on
such terms as it thinks fit one or more assistant or deputy
Secretaries.





(2) 
 The
Secretary shall attend all meetings of the Members and shall keep correct
minutes of such meetings and enter the same in the proper books provided for the
purpose.  He shall perform such other duties as are prescribed by the
Act or these Bye-laws or as may be prescribed by the Board.





129. 
 The President
or the Chairman, as the case may be, shall act as chairman at all meetings of
the Members and of the Directors at which he is present.  In his
absence a chairman shall be appointed or elected by those present at the
meeting.





130. 
 The officers
of the Company 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 Directors
from time to time. In addition, the President of the Company shall have the
power and is expressly authorized to enter into any contract, deed or other
agreement that obliges the Company to make payments (or provide services or
goods) in an amount (or having a fair value) not exceeding US$250,000 or, of
such obligations is contemplated by and within the limits established by an
Annual Budget and Operating Plan approved by the Board, obligates the Company to
make payments (or provide services or goods) in an amount (or having a fair
value) not exceeding US$1,000,000.





36





131. 
 A provision
of the Act or of these Bye-laws requiring or authorising a thing to be done by
or to a Director and the Secretary shall not be satisfied by its being done by
or to the same person acting both as Director and as or in place of the
Secretary.





REGISTER OF DIRECTORS AND
OFFICERS








132. 
 (1) 
 The
Board shall cause to be kept in one or more books at its Office a Register of
Directors and officers and shall enter therein the following particulars with
respect to each Director and officer, that is to say:





(a)
              his
      or her first name and surname;
and





(b)
              his
      or her address.





(2) 
 The
Board shall within a period of fourteen (14) days from the occurrence of
-





(a)
              any
      change among its Directors and officers;
or





(b)
              any
      change in the particulars contained in the Register of Directors and
      officers,





cause to
be entered on the Register of Directors and officers the particulars of such
change and of the date on which it occurred.





(3)  
     The
Register of Directors and officers shall be open to inspection by members of the
public without charge at the Office between 10:00 a.m. and 12:00 noon on every
business day.





(4)  
            In this
Bye-law "officer" has the meaning ascribed to it in Section 92A(7) of the
Act.





MINUTES








133.      
 The Board shall
cause Minutes to be duly entered in books provided for the purpose:





(a)
              of
      all elections and appointments of Directors and
  officers;





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





(c)
              of
      all resolutions and proceedings of each general meeting of the Members,
      meetings of the Board and meetings of committees of the
    Board.





SEAL





134.  
(1)  The Company shall
have one or more Seals, as the Board may determine.  For the purpose
of sealing documents creating or evidencing securities issued by the Company,
the Company may have a securities seal which is a facsimile of the Seal of the
Company with the addition of the words "Securities Seal" on its face or in such
other form as the Board may approve.  The Board shall provide for the
custody of each Seal and no Seal shall be used without the authority of the
Board or of a committee of the Board authorised by the Board in that
behalf.  Subject as otherwise provided in these Bye-laws, any
instrument to which a Seal is affixed shall be signed autographically by one
Director and the Secretary or by two Directors or by such other person
(including a Director) or persons as the Board may appoint, either generally or
in any particular case, save that as regards any certificates for shares or
debentures or other securities of the Company the Board may by resolution
determine that such signatures or either of them shall be dispensed with or
affixed by some method or system of mechanical signature.  Every
instrument executed in manner provided by this Bye-law shall be deemed to be
sealed and executed with the authority of the Board previously
given.





37





(2)  Where the
Company has a Seal for use abroad, the Board may by writing under the Seal
appoint any agent or committee abroad to be the duly authorised agent of the
Company for the purpose of affixing and using such Seal and the Board may impose
restrictions on the use thereof as may be thought fit.  Wherever in
these Bye-laws reference is made to the Seal, the reference shall, when and so
far as may be applicable, be deemed to include any such other Seal as
aforesaid.





AUTHENTICATION OF
DOCUMENTS








135.  
Any Director or the
Secretary or any person appointed by the Board for the purpose may authenticate
any documents affecting the constitution of the Company and any resolution
passed by the Company or the Board or any committee, and any books, records,
documents and accounts relating to the business of the Company, and to certify
copies thereof or extracts there from as true copies or extracts, and if any
books, records, documents or accounts are elsewhere than at the Office or the
head office the local manager or other officer of the Company having the custody
thereof shall be deemed to be a person so appointed by the Board.  A
document purporting to be a copy of a resolution, or an extract from the minutes
of a meeting, of the Company or of the Board or any committee which is so
certified shall be conclusive evidence in favour of all persons dealing with the
Company upon the faith thereof that such resolution has been duly passed or, as
the case may be, that such minutes or extract is a true and accurate record of
proceedings at a duly constituted meeting.





DESTRUCTION OF
DOCUMENTS





136.  
The Company shall
be entitled to destroy the following documents at the following
times:





(a)
              any
      share certificate which has been cancelled at any time after the expiry of
      one (1) year from the date of such
cancellation;





38





(b)
              any
      dividend mandate or any variation or cancellation thereof or any
      notification of change of name or address at any time after the expiry of
      two (2) years from the date such mandate variation cancellation or
      notification was recorded by the
Company;





(c)
              any
      instrument of transfer of shares which has been registered at any time
      after the expiry of seven (7) years from the date of
      registration;





(d)
              any
      allotment letters after the expiry of seven (7) years from the date of
      issue thereof; and





(e)
              copies
      of powers of attorney, grants of probate and letters of administration at
      any time after the expiry of seven (7) years after the account to which
      the relevant power of attorney, grant of probate or letters of
      administration related has been
closed;





and it
shall conclusively be presumed in favour of the Company that every entry in the
Register purporting to be made on the basis of any such documents so destroyed
was duly and properly made and every share certificate so destroyed was a valid
certificate duly and properly cancelled and that every instrument of transfer so
destroyed was a valid and effective instrument duly and properly registered and
that every other document destroyed hereunder was a valid and effective document
in accordance with the recorded particulars thereof in the books or records of
the Company.  Provided always that: (1) the foregoing provisions of
this Bye-law shall apply only to the destruction of a document in good faith and
without express notice to the Company that the preservation of such document was
relevant to a claim; (2) nothing contained in this Bye-law shall be construed as
imposing upon the Company any liability in respect of the destruction of any
such document earlier than as aforesaid or in any case where the conditions of
proviso (1) above are not fulfilled; and (3) references in this Bye-law to the
destruction of any document include references to its disposal in any
manner.





DIVIDENDS AND OTHER
PAYMENTS





137.  
Subject to the Act,
the Company in General Meeting may from time to time declare dividends in any
currency to be paid to the Members but no dividend shall be declared in excess
of the amount recommended by the Board.  The Company in general
meeting may also make a distribution to the Members out of any contributed
surplus (as ascertained in accordance with the Act).





138. 
 No dividend
shall be paid or distribution made out of contributed surplus if to do so would
render the Company unable to pay its liabilities as they become due or the
realisable value of its assets would thereby become less than the aggregate of
its liabilities and its issued share capital and share premium
accounts.





139. 
 Except in so
far as the rights attaching to, or the terms of issue of, any share otherwise
provide:





39





(a)
            all
      dividends shall be declared and paid according to the amounts paid up on
      the shares in respect of which the dividend is paid, but no amount paid up
      on a share in advance of calls shall be treated for the purposes of this
      Bye-law as paid up on the share;
and





(b)
              all
      dividends shall be apportioned and paid pro rata according to the amounts
      paid up on the shares during any portion or portions of the period in
      respect of which the dividend is
paid.





140. 
 The Board may
from time to time pay to the Members such interim dividends as appear to the
Board to be justified by the profits of the Company and in particular (but
without prejudice to the generality of the foregoing) if at any time the share
capital of the Company is divided into different classes, the Board may pay such
interim dividends in respect of those shares in the capital of the Company which
confer on the holders thereof deferred or non-preferential rights as well as in
respect of those shares which confer on the holders thereof preferential rights
with regard to dividend and provided that the Board acts bona fide the Board
shall not incur any responsibility to the holders of shares conferring any
preference for any damage that they may suffer by reason of the payment of an
interim dividend on any shares having deferred or non-preferential rights and
may also pay any fixed dividend which is payable on any shares of the Company
half-yearly or on any other dates, whenever such profits, in the opinion of the
Board, justifies such payment.





141. 
 The Board may
deduct from any dividend or other moneys payable to a Member by the Company on
or in respect of any shares all sums of money (if any) presently payable by him
to the Company on account of calls or otherwise.





142. 
 No dividend
or other moneys payable by the Company on or in respect of any share shall bear
interest against the Company.





143. 
 Any dividend,
interest or other sum payable in cash to the holder of shares may be paid by
cheque or warrant sent through the post addressed to the holder at his
registered address or, in the case of joint holders, addressed to the holder
whose name stands first in the Register in respect of the shares at his address
as appearing in the Register or addressed to such person and 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 on the Register 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 notwithstanding that it may subsequently appear that the same has
been stolen or that any endorsement thereon has been forged.  Any one
of two or more joint holders may give effectual receipts for any dividends or
other moneys payable or property distributable in respect of the shares held by
such joint holders.





144. 
 All dividends
or bonuses unclaimed for one (1) year after having been declared may be invested
or otherwise made use of by the Board for the benefit of the Company until
claimed.  Any dividend or bonuses unclaimed after a period of six (6)
years from the date of declaration shall be forfeited and shall revert to the
Company.  The payment by the Board of any unclaimed dividend or other
sums payable on or in respect of a share into a separate account shall not
constitute the Company a trustee in respect thereof.





40





145.     
 Whenever the Board
or the Company in general meeting has resolved that a dividend be paid or
declared, the Board may further resolve that such dividend be satisfied wholly
or in part by the distribution of specific assets of any kind and in particular
of paid up shares, debentures or warrants to subscribe securities of the Company
or any other company, or in any one or more of such ways, and where any
difficulty arises in regard to the distribution the Board may settle the same as
it thinks expedient, and in particular may issue certificates in respect of
fractions of shares, disregard fractional entitlements or round the same up or
down, and may fix the value for distribution of such specific assets, or any
part thereof, and may determine that cash payments shall be made to any members
upon the footing of the value so fixed in order to adjust the rights of all
parties, and may vest any such specific assets in trustees as may seem expedient
to the Board and may appoint any person to sign any requisite instruments of
transfer and other documents on behalf of the persons entitled to the dividend,
and such appointment shall be effective and binding on the
Members.  The Board may resolve that no such assets shall be made
available to Members with registered addresses in any particular territory or
territories where, in the absence of a registration statement or other special
formalities, such distribution of assets would or might, in the opinion of the
Board, be unlawful or impracticable and in such event the only entitlement of
the Members aforesaid shall be to receive cash payments as
aforesaid.  Members affected as a result of the foregoing sentence
shall not be or be deemed to be a separate class of Members for any purpose
whatsoever.





146. 
 Intentionally
Deleted





RESERVES





147. 
 Before
recommending any dividend, the Board may set aside out of the profits of the
Company such sums as it determines as reserves which shall, at the discretion of
the Board, be applicable for any purpose to which the profits of the Company may
be properly applied and pending such application may, also at such discretion,
either be employed in the business of the Company or be invested in such
investments as the Board may from time to time think fit and so that it shall
not be necessary to keep any investments constituting the reserve or reserves
separate or distinct from any other investments of the Company.  The
Board may also without placing the same to reserve carry forward any profits
which it may think prudent not to distribute.





CAPITALISATION





148          (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 dividend or
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 Board may
resolve to 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.





41





149.      
 The Board may
settle, as it considers appropriate, any difficulty arising in regard to any
distribution under the last preceding Bye-law and in particular may issue
certificates in respect of fractions of shares or authorise any person to sell
and transfer any fractions or may resolve that the distribution should be as
nearly as may be practicable in the correct proportion but not exactly so or may
ignore fractions altogether, and may determine that cash payments shall be made
to any Members in order to adjust the rights of all parties, as may seem
expedient to the Board.  The Board may appoint any person to sign on
behalf of the persons entitled to participate in the distribution any contract
necessary or desirable for giving effect thereto and such appointment shall be
effective and binding upon the Members.





SUBSCRIPTION RIGHTS
RESERVE





150.      
 The following
provisions shall have effect to the extent that they are not prohibited by and
are in compliance with the Act:





(1) 
 If, so
long as any of the rights attached to any warrants issued by the Company to
subscribe for shares of the Company shall remain exercisable, the Company does
any act or engages in any transaction which, as a result of any adjustments to
the subscription price in accordance with the provisions of the conditions of
the warrants, would reduce the subscription price to below the par value of a
share, then the following provisions shall apply:





(a)
              as
      from the date of such act or transaction the Company shall establish and
      thereafter (subject as provided in this Bye-law) maintain in accordance
      with the provisions of this Bye-law a reserve (the "Subscription Rights
      Reserve") the amount of which shall at no time be less than the sum which
      for the time being would be required to be capitalised and applied in
      paying up in full the nominal amount of the additional shares required to
      be issued and allotted credited as fully paid pursuant to sub- paragraph
      (c) below on the exercise in full of all the subscription rights
      outstanding and shall apply the Subscription Rights Reserve in paying up
      such additional shares in full as and when the same are
      allotted;





(b)
              the
      Subscription Rights Reserve shall not be used for any purpose other than
      that specified above unless all other reserves of the Company (other than
      share premium account) have been extinguished and will then only be used
      to make good losses of the Company if and so far as is required by
      law;





(c)
              upon
      the exercise of all or any of the subscription rights represented by any
      warrant, the relevant subscription rights shall be exercisable in respect
      of a nominal amount of shares equal to the amount in cash which the holder
      of such warrant is required to pay on exercise of the subscription rights
      represented thereby (or, as the case may be the relevant portion thereof
      in the event of a partial exercise of the subscription rights) and, in
      addition, there shall be allotted in respect of such subscription rights
      to the exercising warrant holder, credited as fully paid, such additional
      nominal amount of shares as is equal to the difference
      between:





42





(i)
            the
      said amount in cash which the holder of such warrant is required to pay on
      exercise of the subscription rights represented thereby (or, as the case
      may be, the relevant portion thereof in the event of a partial exercise of
      the subscription rights); and





(ii)
            the
      nominal amount of shares in respect of which such subscription rights
      would have been exercisable having regard to the provisions of the
      conditions of the warrants, had it been possible for such subscription
      rights to represent the right to subscribe for shares at less than
      par





and
      immediately upon such exercise so much of the sum standing to the credit
      of the Subscription Rights Reserve as is required to pay up in full such
      additional nominal amount of shares shall be capitalised and applied in
      paying up in full such additional nominal amount of shares which shall
      forthwith be allotted credited as fully paid to the exercising warrant
      holders; and





(d)
              if,
      upon the exercise of the subscription rights represented by any warrant,
      the amount standing to the credit of the Subscription Rights Reserve is
      not sufficient to pay up in full such additional nominal amount of shares
      equal to such difference as aforesaid to which the exercising warrant
      holder is entitled, the Board shall apply any profits or reserves then or
      thereafter becoming available (including, to the extent permitted by law,
      share premium account) for such purpose until such additional nominal
      amount of shares is paid up and allotted as aforesaid and until then no
      dividend or other distribution shall be paid or made on the fully paid
      shares of the Company then in issue.  Pending such payment and
      allotment, the exercising warrant holder shall be issued by the Company
      with a certificate evidencing his right to the allotment of such
      additional nominal amount of shares.  The rights represented by
      any such certificate shall be in registered form and shall be transferable
      in whole or in part in units of one share in the like manner as the shares
      for the time being are transferable, and the Company shall make such
      arrangements in relation to the maintenance of a register therefor and
      other matters in relation thereto as the Board may think fit and adequate
      particulars thereof shall be made known to each relevant exercising
      warrant holder upon the issue of such
  certificate.





(2) 
 Shares
allotted pursuant to the provisions of this Bye-law shall rank pari passu in all
respects with the other shares allotted on the relevant exercise of the
subscription rights represented by the warrant
concerned.  Notwithstanding anything contained in paragraph (1) of
this Bye-law, no fraction of any share shall be allotted on exercise of the
subscription rights.





(3) 
 The
provision of this Bye-law as to the establishment and maintenance of the
Subscription Rights Reserve shall not be altered or added to in any way which
would vary or abrogate, or which would have the effect of varying or abrogating
the provisions for the benefit of any warrant holder or class of warrant holders
under this Bye-law without the sanction of a special resolution of such warrant
holders or class of warrant holders.





43





(4) A certificate
or report by the auditors for the time being of the Company as to whether or not
the Subscription Rights Reserve is required to be established and maintained and
if so the amount thereof so required to be established and maintained, as to the
purposes for which the Subscription Rights Reserve has been used, as to the
extent to which it has been used to make good losses of the Company, as to the
additional nominal amount of shares required to be allotted to exercising
warrant holders credited as fully paid, and as to any other matter concerning
the Subscription Rights Reserve shall (in the absence of manifest error) be
conclusive and binding upon the Company and all warrant holders and
shareholders.





ACCOUNTING
RECORDS





151. 
 The Board
shall cause true accounts to be kept of the sums of money received and expended
by the Company, and the matters in respect of which such receipt and expenditure
take place, and of the property, assets, credits and liabilities of the Company
and of all other matters required by the Act or necessary to give a true and
fair view of the Company's affairs and to explain its transactions.





152. 
 The
accounting records shall be kept at the Office or, subject to the Act, at such
other place or places as the Board decides and shall always be open to
inspection by the Directors of the Company.  No Member (other than a
Director of the Company) shall have any right of inspecting any accounting
record or book or document of the Company except as conferred by law or
authorised by the Board or the Company in general meeting.





153. 
 Subject to
Section 88 of the Act, a printed copy of the Directors' report, accompanied by
the balance sheet and profit and loss account, including every document required
by law to be annexed thereto, made up to the end of the applicable financial
year and containing a summary of the assets and liabilities of the Company under
convenient heads and a statement of income and expenditure, together with a copy
of the Auditors' report, shall be sent to each person entitled thereto at least
twenty-one (21) days before the date of the general meeting and laid before the
Company in general meeting in accordance with the requirements of the Act
provided that this Bye-law shall not require a copy of those documents to be
sent to any person whose address the Company is not aware or to more than one of
the joint holders of any shares or debentures.





AUDIT





154. 
 (1) Subject to
Section 88 of the Act, at the annual general meeting or at a subsequent special
general meeting in each year, the Members shall appoint an auditor to audit the
accounts of the Company and such auditor shall hold office until the Members
appoint another auditor.  Such auditor may be a Member but no Director
or officer or employee of the Company shall, during his continuance in office,
be eligible to act as an auditor of the Company.





(2) Subject to
Section 89 of the Act, a person, other than a retiring Auditor, shall not be
capable of being appointed Auditor at an annual general meeting unless notice in
writing of an intention to nominate that person to the office of Auditor has
been given not less than fourteen (14) days before the annual general meeting
and furthermore, the Company shall send a copy of any such notice to the
retiring Auditor.





44





(3) The Members
may, at any general meeting convened and held in accordance with these Bye-laws,
by special resolution remove the Auditor at any time before the expiration of
his term of office and shall by ordinary resolution at that meeting appoint
another Auditor in his stead for the remainder of his term.





155. 
 Subject to
Section 88 of the Act the accounts of the Company shall be audited at least once
in every year.





156. 
 The
remuneration of the Auditor shall be fixed by the Company in general meeting or
in such manner as the Members may determine.





157.          If
the office of auditor becomes vacant by the resignation or death of the Auditor,
or by his becoming incapable of acting by reason of illness, other disability or
other circumstances at a time when his services are required, the Directors may
fill the vacancy.





158. 
 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 he 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.





159. 
 The statement
of income and expenditure and the balance sheet provided for by these Bye-Laws
shall be examined by the Auditor and compared by him with the books, accounts
and vouchers relating thereto; and he shall make a written report thereon
stating whether such statement and balance sheet are drawn up so as to present
fairly the financial position of the Company and the results of its operations
for the period under review and, in case information shall have been called for
from Directors or officers of the Company, whether the same has been furnished
and has been satisfactory.  The financial statements of the Company
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.  The
generally accepted auditing standards referred to herein may be those of a
country or jurisdiction other than Bermuda.  If so, the financial
statements and the report of the Auditor should disclose this fact and name such
country or jurisdiction.





NOTICES








160. 
 (1) 
 Any
Notice from the Company to a Member may be given:





(a)
              by
      delivering it to such Member in person;
or
 (b)
              by
      sending it by letter mail or courier to such Member's address in the
      Register of Members; or


(c)
              if
      consented to by the Member to whom such notice is given, by transmitting
      it by electronic means (including facsimile and electronic mail, but not
      telephone) in accordance with such directions as may be given by such
      Member to the Company for such purpose;
or


(d)
              if
      consented to by the Member to whom such notice is given, by posting on an
      electronic network together with a separate notice to the Member of the
      specific posting; or


(e)
              if
      consented to by the Member to whom such notice is given, by any other form
      of electronic transmission.





45





(2)   
          Any consent given by
a Member with respect to a method of notice set forth in Bye-laws 160 (1)(c)-(e)
above may be given by letter mail, courier, or any form of electronic
transmission and shall be revocable by the Member by notice to the Company given
by letter mail, courier, or any form of electronic transmission. Any such
consent shall be deemed revoked if the Company is unable to deliver three
consecutive notices in accordance with such consent or when such inability to
deliver notice becomes known to the Company’s secretary or transfer agent or
other person responsible for the giving of notice.




(3)   
          Any Notice from a
Member to the Company may be given in accordance with such directions as may be
given by the Company for such purpose on its website or otherwise.







161.         (1)   
          Any notice delivered
in accordance with Bye-laws 160(1)(a) or 160(1)(b) 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 or delivered to the courier.





(2) 
            Any
notice delivered in accordance with Bye-law 160(1)(c) shall be deemed to have
been served when directed to a number or an electronic mail address at which the
Member has consented to receive notice.





(3)
             Any
notice delivered in accordance with Bye-laws 160(1)(d) or 160(1)(e) shall be
deemed to have been served upon the later of (i) the notification of the Member
in accordance with such Bye-law; and (ii) the publication of the information or
document on the electronic network.





162.         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.








SIGNATURES





163. 
 For the
purposes of these Bye-laws, a cable or telex or facsimile transmission message
purporting to come from a holder of shares or, as the case may be, a Director or
alternate Director, or, in the case of a corporation which is a holder of shares
from a director or the secretary thereof or a duly appointed attorney or duly
authorised representative thereof for it and on its behalf, shall in the absence
of express evidence to the contrary available to the person relying thereon at
the relevant time be deemed to be a document or instrument in writing signed by
such holder or Director or alternate Director in the terms in which it is
received.





46





WINDING
UP





164. 
 (1) 
 The
Board shall have power in the name and on behalf of the Company to present a
petition to the court for the Company to be wound up.





(2) 
 A
resolution that the Company be wound up by the court or be wound up voluntarily
shall be a special resolution.





165.      
 If the Company
shall be wound up (whether the liquidation is voluntary or by the court) the
liquidator may, with the authority of a special resolution and any other
sanction required by the Act, divide among the Members in specie or kind the
whole or any part of the assets of the Company and whether or not the assets
shall consist of properties of one kind or shall consist of properties to be
divided as aforesaid of different kinds, and may for such purpose set such value
as he deems fair upon any one or more class or classes of property 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
authority, vest any part of the assets in trustees upon such trusts for the
benefit of the Members as the liquidator with the like authority shall think
fit, and the liquidation of the Company may be closed and the Company dissolved,
but so that no contributory shall be compelled to accept any shares or other
property in respect of which there is a liability.





INDEMNITY





166.         (1)   
          The Directors,
Secretary and other officers (such term to include, for the purposes of this
Bye-law 166 any person appointed to any committee by the Board) for the time
being and each such person who is or was or had agreed to become a Director or
officer of the Company and each such person who is or was serving or who had
agreed to serve as an employee or agent of the Company or as a Director,
officer, employee or agent of another company, corporation, partnership, joint
venture, trust or other enterprise in which the Company is or was engaged acting
in relation to any of the affairs of the Company and the liquidator or trustees
(if any) for the time being acting in relation to any of the affairs of the
Company and every one of them, and their heirs, executors and administrators,
shall be indemnified and secured harmless out of the assets and profits of the
Company from and against all actions, costs, charges, losses, damages and
expenses which they or any of them, their heirs, executors or administrators,
shall or may incur or sustain by or by reason of any act done, purported to be
done, concurred in or omitted in or about the execution of their duty, or
supposed duty, or in their respective offices or trusts, or on behalf of the
Company or purportedly on behalf of the Company, and none of them shall be
answerable for the acts, receipts, neglects or defaults of the others of them or
for joining in any receipts for the sake of conformity, or for any bankers or
other persons with whom any moneys or effects belonging to the Company shall or
may be lodged or deposited for safe custody, or for insufficiency or deficiency
of any security upon which any moneys of or belonging to the Company shall be
placed out on or invested, or for any other loss, misfortune or damage which may
happen in the execution of their respective offices or trusts, or in relation
thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect
of any fraud or dishonesty which may attach to any of said
persons.  Subject to the provisions of the Act and without limiting
the generality or the effect of the foregoing, the Company may enter into one or
more agreements with any person which provide for indemnification greater or
different than that provided in this Bye-law.





47





(2)  
           Each Member
agrees to waive and release any claim or right of action such Member might have,
whether individually or by or in the right of the Company, against any Director
or officer on account of any act done, purported to be done, concurred in or
omitted in or about the execution of their duty, or supposed duty, or in their
respective offices or trusts by such Director or officer, or the failure of such
Director or officer to take any action in the performance of his duties with or
for the Company, PROVIDED THAT such waiver shall not extend to any matter in
respect of any fraud or dishonesty which may attach to such Director or
officer.





(3)  
           The indemnity
provided by Bye-law 166(1) above shall extend, as a matter of contract between
each Member and each former Director and officer of the Company and their heirs,
executors and administrators, to any act done, purported to be done, concurred
in or omitted in or about the execution of their duty, or supposed duty, or in
their respective offices or trusts by the former Directors and officers of the
Company.  The waiver of claims or right of action by each Member
provided by Bye-law 166(2) above shall extend, as a matter of contract between
each Member and each former Director and officer of the Company and their heirs,
executors and administrators, to any act done, purported to be done, concurred
in or omitted in or about the execution of their duty, or supposed duty, or in
their respective offices or trusts by the former Directors and officers of the
Company.





(4)  
           Any repeal or
modification of this Bye-law 166 shall not adversely affect any right or
protection existing under this Bye-law 166 immediately prior to such repeal or
modification.





(5)  
           The Company
may advance moneys to an individual who is indemnified pursuant to Bye-law
166(1) above for the costs, charges and expenses incurred by such individual in
defending any civil or criminal proceedings against them, on condition that such
individual shall repay the advance if any allegation of fraud or dishonesty is
proved against them.





ALTERATION OF BYE-LAWS &
AMENDMENT TO MEMORANDUM OF ASSOCIATION





167. 
 No Bye-Law
shall be rescinded, altered or amended and no new Bye-Law shall be made until
the same has been approved by a resolution of the Directors and confirmed by an
ordinary resolution of the holders of Common Shares.





INFORMATION





168. 
 No Member
shall be entitled to require discovery of or any information respecting any
detail of the Company's trading or any matter which is or may be in the nature
of a trade secret or secret process which may relate to the conduct of the
business of the Company and which in the opinion of the Directors it will be
inexpedient in the interests of the members of the Company to communicate to the
public.





*****


***


*






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