<PAGE>

                                                                     Exhibit 1.4

                                   BYE - LAWS

                                       of

                        VIATEL HOLDING (BERMUDA) LIMITED

I HEREBY CERTIFY that the within written Bye-Laws are a true copy of the
Bye-Laws of VIATEL HOLDING (BERMUDA) LIMITED effective as from 21st April 2004
pursuant to a resolution passed at the special general meeting of shareholders
held on 6 April 2004.


                                               Director

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
BYE-LAW                         SUBJECT                                   PAGE
-------                         -------                                   ----
<S>        <C>                                                           <C>
1          Interpretation                                                  1-3

2          Registered Office                                                 3

3-4        Share Rights                                                    3-5

5-6        Modification of Rights                                          5,6

7-9        Shares                                                          6,7

10-13      Certificates                                                      7

14-17      Lien                                                           7-10

18-23      Calls on Shares                                               10,11

24-30      Forfeiture of Shares                                          11-13

31-32      Register of Shareholders                                         13

33         Register of Directors and Officers                               13

34-37      Transfer of Shares                                            14,15

38-41      Transmission of Shares                                        15,16

42-44      Increase of Capital                                           16,17

45-46      Alteration of Capital                                         17,18

47-48      Reduction of Capital                                             18

49         General Meetings and Written Resolutions                      18,19

50-52      Notice of General Meetings                                    19,20

53         General Meetings at more than one place                       20,21

54-60      Proceedings at General Meetings                               21,22

61-76      Voting                                                        23-26

77-82      Proxies and Corporate Representatives                         26-28

83-90      Appointment and Removal of Directors                          28-30

91         Resignation and Disqualification of Directors                    30

92-95      Alternate Directors                                           31,32
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
BYE-LAW                    SUBJECT                                       PAGE
-------                    -------                                       ----
<S>        <C>                                                           <C>
96         Directors' Fees and Additional
           Remuneration and Expenses                                        32

97         Directors' Interests                                          32-34

98-100     Powers and Duties of the Board                                34,35

101        Gratuities, Pensions and Insurance                            35,36

102-104    Delegation of the Board's Powers                              36,37

105-117    Proceedings of the Board                                      37-39

118        Officers                                                         40

119-121    Executive Directors                                           40,41

122        Minutes                                                          41

123-124    Secretary and Resident Representative                         41,42

125        The Seal                                                         42

126-132    Dividends and Other Payments                                  42-44

133        Reserves                                                      44,45

134-135    Capitalisation of Profits                                        45

136        Record Dates                                                     46

137-139    Accounting Records                                            46,47

140        Audit                                                            47

141-143    Service of Notices and Other Documents                        47,48

144        Destruction of Documents                                      48,49

145        Untraced Shareholders                                         49-51

146        Winding Up                                                       51

147-151    Indemnity                                                     51-53

152        Amalgamation                                                     53

153        Continuation                                                  53,54

154        Alteration of Bye-Laws                                           54
</TABLE>

                                       2
<PAGE>

                                    BYE-LAWS
                                       of
                        Viatel Holding (Bermuda) Limited

                                 INTERPRETATION

1.    (1)   In these Bye-Laws unless the context otherwise requires -

            "AFFILIATED PERSON" means any Director who is designated by or
            affiliated with an Investor;

            "A/R FACILITY" means such accounts receivable facility as may be
            entered into in accordance with the Investment Agreement;

            "ALTERNATE DIRECTOR" shall have the meaning set forth in Bye-Law 92;

            "BERMUDA" means the Islands of Bermuda;

            "BOARD" means the Board of Directors of the Company or the Directors
            present at a meeting of Directors at which there is a quorum;

            "COMMON SHARES" means the common shares of the Company;

            "COMPANIES ACTS" means every Bermuda statute from time to time in
            force concerning companies insofar as the same applies to the
            Company;

            "COMPANY" means the company incorporated in Bermuda under the name
            of Viatel Holding (Bermuda) Limited on the 4th day of January 2002;

            "CONVERSION DATE" means the date that a majority in principal amount
            of the Notes issued by the Company on the first date of issuance by
            the Company of Notes have been converted into Common Shares;

<PAGE>

            "DIRECTOR" means such person or persons as shall be appointed to the
            Board from time to time pursuant to these Bye-Laws;

            "EFFECTIVE DATE" means the date these Bye-laws become effective as
            set out on the certification page of these Bye-laws;

            "EQUITY PLAN" means the equity compensation plan(s) of the Company
            in effect as of, or after, the Effective Date that have been
            approved by the Investors prior to, or after, the Effective Date in
            accordance with the Investment Agreement;

            "HOLDER" means the registered holder of the Special Share;

            "INVESTMENT AGREEMENT" means the Investment Agreement entered into
            on or prior to the Effective Date between the Company and each of
            Morgan Stanley & Co. Incorporated. Ahab Capital Management Inc.,
            CFSC Wayland Advisers, Inc., and Varde Partners, Inc. and certain
            affiliated entities and/or other potential Investors, relating to
            the issuance on the Effective Date of the Notes;

            "INVESTOR" means any person who is registered in the Register of
            Noteholders as the holder of any Notes;

            "INVESTOR-APPOINTED DIRECTORS" means any Directors appointed
            pursuant to Bye-Law 83B together with any and all Alternate
            Directors thereof and such Directors who, as of the Effective Date,
            are Affiliated Persons, excluding the New Independent Directors;

            "MINORITY INVESTORS" means Ahab Capital Management, Inc., CFSC
            Wayland Advisers, Inc., Varde Partners and certain affiliated
            entities who purchase Notes;

            "NEW INDEPENDENT DIRECTORS" means such Directors (up to two)
            appointed by or on behalf of the Investors pursuant to Bye-Law 83B
            to fill vacancies created by the expansion of the Board upon the
            Effective Date in accordance with the terms of the Investment
            Agreement, who have no affiliation to any of the Investors other
            than having been initially appointed by or on behalf of the
            Investors;

                                       2
<PAGE>

            "NOTES" means 8% Convertible Senior Secured Notes due 2014 issued by
            the Company pursuant to the Investment Agreement;

            "OFFICER" means a person appointed by the Board pursuant to Bye-Law
            118 of these Bye-Laws and shall not include an auditor of the
            Company;

            "ORIGINAL INVESTORS" means the persons other than the Company that
            are parties to the Investment Agreement and purchasers of Notes
            thereunder, and all affiliates of such persons;

            "PAID UP" means paid up or credited as paid up;

            "PERMITTED LIENS" means such liens or other security interests as
            may be permitted under the terms of the Investment Agreement to be
            granted with respect to any asset or assets of the Company;

            "POST-CONVERSION PERIOD" means the period, if any, commencing on the
            Conversion Date and ending on the date on which the Original
            Investors collectively own directly or beneficially less than 25% of
            the then outstanding Common Shares on a fully diluted basis;

            "PREFERRED SHARES" means the preferred shares in the Company created
            pursuant to Bye-Law 3 and subject to the rights and restrictions set
            out in Schedule 1;

            "QUALIFIED SHAREHOLDER" means a holder of Common Shares that were
            issued by the Company immediately upon conversion of Notes held by
            such person, including, for the avoidance of doubt direct and
            indirect transferees or assignees thereof;

            "REDEMPTION DATE" means the date: (i) prior to the Conversion Date
            on which the Company has repaid in full all amounts outstanding
            under the Notes: or (ii) on which the Company receives from the
            Holder a duly authorized written consent to the repurchase by the
            Company of the Special Share; or (iii) post the Conversion

                                       3
<PAGE>

            Date, on which the Original Investors directly or beneficially hold
            less than 25% of the then outstanding Common Shares;

            "REGISTER" means the register of Shareholders of the Company;

            "REGISTER OF NOTEHOLDERS" means the register of the holders of Notes
            of the Company;

            "REGISTERED OFFICE" means the registered office for the time being
            of the Company;

            "RESIDENT REPRESENTATIVE" means the person (or, if permitted in
            accordance with the Companies Acts, the company) appointed to
            perform the duties of resident representative set out in the
            Companies Acts and includes any assistant or deputy Resident
            Representative appointed by the Board to perform any of the duties
            of the Resident Representative;

            "RESOLUTION" means a resolution of the Shareholders or, where
            required, of a separate class or separate classes of Shareholders,
            duly passed at either an Annual General Meeting, a Special General
            Meeting or in writing in accordance with Bye-Law 49;

            "SCHEDULE" means a schedule to these Bye-Laws;

            "SEAL" means the common seal of the Company and includes any
            duplicate thereof;

            "SECRETARY" includes a temporary or assistant or deputy Secretary
            and any person appointed by the Board to perform any of the duties
            of the Secretary;

            "SHAREHOLDER" means a holder of any shares or member of the Company;

            "SHARES" means any shares in the share capital of the Company from
            time to time, and includes Common Shares, Preferred Shares and the
            Special Share;

            "SPECIAL SHARE" means the share of par value US $0.01 issued with
            the Notes having the rights set out in these Bye-Laws and as further
            described in Schedule 2;

                                       4
<PAGE>

            "SPECIFIED PLACE" means the place, if any, specified in the notice
            of any meeting of the shareholders, or adjourned meeting of the
            shareholders, at which the chairman of the meeting shall preside;

            "THESE BYE-LAWS" means these Bye-Laws including the Schedules in
            their present form or as amended from time to time.

      (2)   For the purposes of these Bye-Laws a corporation shall be deemed to
            be present in person if its representative duly authorised pursuant
            to the Companies Acts is present;

      (3)   Words importing only the singular number include the plural number
            and vice versa;

      (4)   Words importing only the masculine gender include the feminine and
            neuter genders respectively;

      (5)   Reference to writing shall include typewriting, printing,
            lithography, photography and other modes of representing or
            reproducing words in a legible and non-transitory form;

      (6)   Any words or expressions defined in the Companies Acts in force at
            the date when these Bye-Laws or any part thereof are adopted shall
            bear the same meaning in these Bye-Laws or such part (as the case
            may be);

      (7)   In these Bye-Laws, (a) powers of delegation shall not be
            restrictively construed but the widest interpretation shall be given
            thereto; (b) the word "Board" in the context of the exercise of any
            power contained in these Bye-Laws includes any committee consisting
            of one or more Directors, any Director holding executive office and
            any local or divisional Board, manager or agent of the Company to
            which or, as the case may be, to whom the power in question has been
            delegated; (c) no power of delegation shall be limited by the
            existence or, except where expressly provided by the terms of
            delegation, the exercise of any other power of delegation; and (d)

                                       5
<PAGE>

            except where expressly provided by the terms of delegation, the
            delegation of a power shall not exclude the concurrent exercise of
            that power by any other body or person who is for the time being
            authorised to exercise it under these Bye-Laws or under another
            delegation of the powers.

      (8)   In these Bye-Laws, references to a beneficial owner or person
            beneficially owning or holding shares shall be construed by
            reference to the definition of beneficial owner as set forth in
            Rules 13d-3 and 13d-5 under the Exchange Act, except that such
            person shall be deemed to have "beneficial ownership" of all shares
            that any such person has the right to acquire, whether such right is
            exercisable immediately or only after the passage of time or upon
            the occurrence of an event, including all Common Shares issuable
            upon conversion of the Notes (even if the Notes are not at that time
            convertible). Any underwriters acting on behalf of the Company that
            own Common Shares for a limited period of time in the context of an
            underwritten distribution of Common Shares shall not be deemed to
            beneficially own such Common Shares.

                                REGISTERED OFFICE

2.    The Registered Office shall be at such place in Bermuda as the Board shall
      from time to time appoint; provided that the Registered Office may not be
      changed unless prior notice of the place of the new Registered Office has
      been given to the Holder in writing at least two business days before the
      effective date of such change.

                                  SHARE RIGHTS

3.1   Subject to the Companies Acts, and-to-the rights conferred on the holders
      of any other class of shares, and to Bye-Law 76A, any share in the Company
      may be issued with or have attached to it such preferential, deferred,
      qualified or special rights, privileges or conditions as the Company may
      by Resolution decide or, if no such Resolution is in effect or insofar as
      the Resolution does not make specific provision, as the Board may from
      time to time determine.

                                       6
<PAGE>

3.2   Without limiting the foregoing and subject to the Companies Acts and
      Bye-Law 76A, the Company may issue Preferred Shares (including any
      Preferred Shares created pursuant to Bye-Law 3.3) which (i) are liable to
      be redeemed on the happening of a specified event or events or on a given
      date or dates and/or (ii) are liable to be redeemed at the option of the
      Company and/or the holder. The terms and manner of redemption of any
      redeemable Preferred Shares created pursuant to Bye-Law 3.3 shall be as
      the Board may by resolution determine before the allotment of such shares
      and the terms and manner of redemption of any other redeemable Preferred
      Shares shall be either (i) as the Company may by Resolution determine or
      (ii) insofar as the Board is so authorised by any Resolution, as the Board
      may by resolution determine, in either case, before the allotment of such
      shares. A copy of any such Resolution or resolution of the Board for the
      time being in force shall be attached in Schedule 1 to (and shall form
      part of)these Bye-Laws.

3.3   Subject to Bye-Law 76A, the Company may, either by Resolution or by a
      resolution of the Board, designate any authorised but unissued shares in
      the Company as Preferred Shares. The rights attaching to the Preferred
      Shares shall be as follows:

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

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

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

                                       7
<PAGE>

            amending resolution for the time being in force shall be annexed as
            Schedule 1 to (and shall form part of) these Bye-Laws;

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

      3.3.5 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 altered or abrogated by (i) the creation or issue of further
            shares ranking pari passu with them, (ii) the creation or issue for
            full value (as determined by the Board) of further shares ranking as
            regards participation in the profits or assets of the Company or
            otherwise in priority to them or (iii) the purchase or redemption by
            the Company of any of its own shares.

3.4   Subject to Bye-Law 76A, the terms of any redeemable Preferred Shares
      (including any redeemable Preferred Shares created pursuant to Bye-Law
      3.3) may provide for the whole or any part of the amount due on redemption
      to be paid or satisfied otherwise than in cash, to the extent permitted by
      the Companies Acts.

4.    Subject to Bye-Law 76A, the Company may adopt a scheme or arrangement
      (hereinafter called a "shareholder rights plan") providing for the
      creation and issuance of rights entitling the Shareholders of the Company,
      or certain of them, to purchase from the Company shares of a class or
      assets of the Company or a subsidiary of the Company or otherwise, and the
      terms and conditions of such shareholder rights plan and rights may be
      amended or modified either (i) as the Company may in general meeting
      determine or (ii) as the Directors or any committee thereof may determine,
      such shareholder rights plan to be attached as a Schedule to these
      Bye-Laws.

                             MODIFICATION OF RIGHTS

                                       8
<PAGE>

5.    Subject to the Companies Acts, all or any of the special rights for the
      time being attached to any class of shares for the time being issued may
      from time to time (whether or not the Company is being wound up) be
      altered or abrogated with the consent in writing of the holders of not
      less than seventy five (75%) percent of the issued shares of that class or
      with the sanction of a resolution passed at a separate general meeting of
      the holders of such shares voting in person or by proxy. To any such
      separate general meeting, all the provisions of these Bye-Laws as to
      general meetings of the Company shall mutatis mutandis apply, but so that
      the necessary quorum shall be two or more persons holding or representing
      by proxy the holder(s) of twenty (20%)percent or more of the shares of the
      relevant class, that every holder of shares of the relevant class shall be
      entitled on a poll to one vote for every such share held by him and that
      any holder of shares of the relevant class present in person or by proxy
      may demand a poll; provided, however, that if the Company or a class of
      Shareholders shall have only one Shareholder, one Shareholder present in
      person or by proxy shall constitute the necessary quorum.

5A.   For the purposes of this Bye-Law, those rights attaching to any class
      of shares for the time being shall not be deemed to be altered by the
      exercise of the rights, including without limitation the voting rights, of
      the Special Share as set forth in these Bye-Laws.

6.    For the purposes of this Bye-Law but subject to Bye-Law 5A, unless
      otherwise expressly provided by the rights attached to any shares or class
      of shares, those rights attaching to any class of shares for the time
      being shall be deemed to be altered by the reduction of the capital paid
      up on those shares otherwise than by a purchase or redemption by the
      Company of such shares and by the allotment of other shares ranking in
      priority for payment of a dividend or in respect of capital or which
      confer on the holders voting rights more favourable than those conferred
      by such first mentioned shares but shall not otherwise be deemed to be
      altered by the creation or issue of further shares ranking pari passu
      therewith or by the purchase or redemption by the Company of any of its
      own shares.

                                       9
<PAGE>

                                     SHARES

7.    Subject to the provisions of these Bye-Laws, including without limitation
      Bye-Law 76A, the unissued shares of the Company (whether forming part of
      the original capital 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 determine.

8.    The Board may in connection with the issue of any shares exercise all
      powers of paying commission and brokerage conferred or permitted by law.
      Subject to the provisions of the Companies Acts, any such commission or
      brokerage may be satisfied by the payment of cash or by the allotment of
      fully or partly paid shares or partly in one way and partly in the other.

9.    Except as ordered by a court of competent jurisdiction, as required by
      law, or with respect to the Special Share, no person shall be recognised
      by the Company as holding any share upon 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 interest in any fractional part of a share or (except only as
      otherwise provided in these Bye-Laws, or by law) any other right in
      respect of any share except an absolute right to the entirety thereof in
      the registered holder.

                                  CERTIFICATES

10.   Unless the Board resolves otherwise, no certificates shall be issued by
      the Company in respect of any class of shares.

11.   If a share certificate is defaced, lost or destroyed it may be replaced
      without fee but on such terms (if any) as to evidence and indemnity and to
      payment of the costs and 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 defacement, on delivery of the old certificate
      to the Company.

                                       10
<PAGE>

12.   All certificates for share or loan capital or other securities of the
      Company (other than letters of allotment, scrip certificates and other
      like documents) shall, except to the extent that the terms and conditions
      for the time being relating thereto otherwise provide, be issued under the
      Seal. The Board may by resolution determine, either generally or in any
      particular case, that any signatures on any such certificates need not be
      autographic but may be affixed to such certificates by some mechanical
      means or may be printed thereon or that such certificates need not be
      signed by any persons, or may determine that a representation of the Seal
      may be printed on any such certificates.

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

                                      LIEN

14.   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 date fixed by or in accordance with the terms
      of issue of such share in respect of such share, and the Company shall
      also have a first and paramount lien on every share (other than a fully
      paid share) standing registered in the name of a Shareholder, whether
      singly or jointly with any other person, for all the debts and liabilities
      of such Shareholder or his estate to the Company, whether the same shall
      have been incurred before or after notice to the Company of any interest
      of any person other than such Shareholder, and whether the time 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
      Shareholder or its estate and any other person, whether a Shareholder or
      not. The Company's lien on a share shall extend to all dividends payable
      thereon. The Board may at any time, either generally or in any particular
      case, waive any lien that has arisen or declare any share to be wholly or
      in part exempt from the provisions of this Bye-Law. The Special Share and
      all shares (and

                                       11
<PAGE>

      replacements thereof) issued upon conversion of the Notes shall be deemed
      to be fully paid and, accordingly, exempt from the provisions of this
      Bye-Law.

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

16.   The net proceeds of sale by the Company of any shares on which it has a
      lien pursuant to Bye-Law 14 shall be applied in or towards payment or
      discharge of the debt or liability in respect of which the lien exists so
      far as the same is presently payable, and any residue shall (subject to a
      like lien for debts or liabilities not presently payable as existed upon
      the share prior to the sale) be paid to the person who was the holder of
      the share immediately before such sale. For giving effect to any such sale
      the Board may authorise some person to transfer the share sold to the
      purchaser thereof. The purchaser shall be registered as the holder of the
      share and he shall not be bound to see to the application of the purchase
      money, nor shall his title to the share be affected by any irregularity or
      invalidity in the proceedings relating to the sale.

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

      (a) the death of such Shareholder;

                                       12
<PAGE>

      (b)   the non-payment of any income tax or other tax by such Shareholder;

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

      (d)   any other act or thing;

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

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

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

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

      (iv)  the Company may if any such money is paid or payable by it under any
            such law as aforesaid refuse to register a transfer of any shares by
            any such Shareholder or his executor or administrator until such
            money and interest as aforesaid is set off or

                                       13
<PAGE>

            deducted as aforesaid or in case the same exceeds the amount of any
            such dividends or other monies as aforesaid then due or payable by
            the Company until such excess is paid to the Company.

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

                                 CALLS ON SHARES

18.   The Board may from time to time make calls upon the Shareholders in
      respect of any moneys unpaid on their shares (whether on account of the
      par value of the shares or by way of premium) and not by the terms of
      issue thereof made payable at a date fixed by or in accordance with such
      terms of issue, and each Shareholder shall (subject to the Company serving
      upon him at least fourteen days notice specifying the time or times and
      place of payment) pay to the Company at the time or times and place so
      specified the amount called on his shares. A call may be revoked or
      postponed as the Board may determine. The Special Share and all shares
      (and replacements thereof) issued upon conversion of the Notes shall be
      issued as fully paid as set out in Bye-Law 14, and therefore are not
      subject to the provisions of Bye-Laws 18-30.

19.   A call may be made payable by instalments and shall be deemed to have been
      made at the time when the resolution of the Board authorising the call was
      passed.

20.   The joint holders of a share shall be jointly and severally liable to pay
      all calls in respect thereof.

21.   If a sum called in respect of a share shall not be paid before or on the
      day appointed for payment thereof the person from whom the sum is due
      shall pay interest on the sum from the day appointed for the payment
      thereof to the time of actual payment at such rate as the

                                       14
<PAGE>

      Board may determine, but the Board shall be at liberty to waive payment of
      such interest wholly or in part.

22.   Any sum which, by the terms of issue of a share, becomes payable on
      allotment or at any date fixed by or in accordance with such terms of
      issue, whether on account of the nominal amount of the share or by way of
      premium, shall for all the purposes of these Bye-Laws be deemed to be a
      call duly made, notified and payable on the date on which, by the terms of
      issue, the same becomes payable and, in case of non-payment, all the
      relevant provisions of these Bye-Laws as to payment of interest,
      forfeiture or otherwise shall apply as if such sum had become payable by
      virtue of a call duly made and notified.

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

                              FORFEITURE OF SHARES

24.   If a Shareholder fails to pay any call or instalment of a call on the day
      appointed for payment thereof, the Board may at any time thereafter during
      such time as any part of such call or instalment remains unpaid serve a
      notice on him requiring payment of so much of the call or instalment as is
      unpaid, together with any interest which may have accrued.

25.   The notice shall name a further day (not being less than 14 days from the
      date of the notice) on or before which, and the place where, the payment
      required by the notice is to be made and shall state that, in the event of
      non-payment on or before the day and at the place appointed, the shares in
      respect of which such call is made or instalment is payable will be liable
      to be forfeited. 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 shall include surrender.

26.   If the requirements of any such notice as aforesaid 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 or instalments and interest due in
      respect thereof has been made, be forfeited by a

                                       15
<PAGE>

      resolution of the Board to that effect. Such forfeiture shall include all
      dividends declared in respect of the forfeited shares and not actually
      paid before the forfeiture.

27.   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;
      but no forfeiture shall be in any manner invalidated by any omission or
      neglect to give such notice as aforesaid.

28.   A forfeited share shall be deemed to be the property of the Company and
      may be sold, re-offered or otherwise disposed of either to the person who
      was, before forfeiture, the holder thereof or entitled thereto or to any
      other person upon such terms and in such manner as the Board shall think
      fit, and at any time before a sale, re-allotment or disposition the
      forfeiture may be cancelled on such terms as the Board may think fit.

29.   A person whose shares have been forfeited shall thereupon cease to be a
      Shareholder in respect of the forfeited shares but shall, notwithstanding
      the forfeiture, remain liable to pay to the Company all moneys which at
      the date of forfeiture were presently payable by him to the Company in
      respect of the shares with interest thereon at such rate as the Board may
      determine from the date of forfeiture until payment, and the Company may
      enforce payment without being under any obligation to make any allowance
      for the value of the shares forfeited.

30.   An affidavit in writing that the deponent is a Director of the Company or
      the Secretary and that a share has been duly forfeited on the date stated
      in the affidavit shall be conclusive evidence of the facts therein stated
      as against all persons claiming to be entitled to the share. The Company
      may receive the consideration (if any) given for the share on the sale,
      re-allotment or disposition thereof and the Board may authorise some
      person to transfer the share to the person to whom the same is sold,
      re-allotted or disposed of, and he shall thereupon be registered as the
      holder of the share and shall not be bound to see to the application of
      the purchase money (if any) nor shall his title to the share be affected
      by any irregularity or invalidity in the proceedings relating to the
      forfeiture, sale, re-allotment or disposal of the share.

                                       16
<PAGE>

                            REGISTER OF SHAREHOLDERS

31.   The Secretary shall establish and maintain the Register at the Registered
      Office or at such other place in Bermuda as the Board may from time to
      time direct, in the manner prescribed by the Companies Acts. Unless the
      Board otherwise determines, the Register shall be open to inspection in
      the manner prescribed by the Companies Acts between 9.00 a.m. and 5.00
      p.m. in Bermuda, on every working day. Unless the Board so determines, no
      Shareholder or intending Shareholder shall be entitled to have entered in
      the Register any indication of any trust or any equitable, contingent,
      future or partial interest in any share or any interest in any fractional
      part of a share and if any such entry exists or is permitted by the Board
      it shall not be deemed to abrogate any of the provisions of Bye-Law 9.

32.   Subject to the provisions of the Companies Acts, the Company may keep one
      or more overseas or branch registers in any place, and the Board may make,
      amend and revoke any such regulations as it may think fit respecting the
      keeping of such registers.

                       REGISTER OF DIRECTORS AND OFFICERS

33.   The Secretary shall establish and maintain a register of the Directors and
      Officers of the Company as required by the Companies Acts. The register of
      Directors and Officers shall be open to inspection in the manner
      prescribed by the Companies Acts between 9:00 a.m. and 5:00 p.m. in
      Bermuda on every working day.

                               TRANSFER OF SHARES

34.   Subject to the Companies Acts and to such of the restrictions contained in
      these Bye-Laws as may be applicable, any Shareholder, except the Holder
      in respect of the Special Share, may transfer all or any of his shares by
      an instrument of transfer in the usual common form or in any other form
      which the Board may approve; provided, however, the Special Share shall be
      transferable to any party acting with respect to the Special Share solely
      in the capacity of trustee for the Original Investors, Qualified
      Shareholders and their respective transferees, as appropriate.

                                       17

<PAGE>

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

      The restrictions on transfer authorised by this Bye-Law and Bye-Law 34
      shall not be imposed in any circumstances in a way that would interfere
      with the settlement of trades or transactions entered into through the
      facilities of the Nasdaq National Market (provided that the Company may
      decline to register transfers in accordance with these Bye-Laws and
      resolutions of the Board after a settlement has taken place) or the
      transfer of shares in the Company pursuant to the Plan of Restructuring of
      Viatel, Inc. under the Chapter 11 of the United States bankruptcy code
      (which was consummated on 7 June 2002) by the disbursing agent appointed
      thereunder to the creditors of affiliates of the Company. The Board may
      also decline to register any transfer unless:

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

      (ii)  the instrument of transfer is in respect of only one class of share,

      (iii) where applicable, the permission of the Bermuda Monetary Authority
            and any governmental body or agency in the United States or any
            other applicable jurisdiction with respect thereto has been
            obtained.

      Subject to any directions of the Board from time to time in force, the
      Secretary may exercise the powers and discretions of the Board under this
      Bye-Law and Bye-Laws 34 and 36.

                                       18
<PAGE>

36.   If the Board declines to register a transfer it shall, within three months
      after the date on which the instrument of transfer was lodged, send to the
      transferee notice of such refusal.

37.   No fee shall be charged by the Company for registering any transfer or for
      making any entry in the Register concerning any other document relating to
      or affecting the title to any share (except that the Company may require
      payment of a sum sufficient to cover any tax or other governmental charge
      that may be imposed on it in connection with such transfer or entry).

                             TRANSMISSION OF SHARES

38.   In the case of the death of a Shareholder, the survivor or survivors,
      where the deceased was a joint holder, and the estate representative,
      where he was sole holder, shall be the only person recognised by the
      Company as having any title to his shares; but nothing herein contained
      shall release the estate of a deceased holder (whether the sole or joint)
      from any liability in respect of any share held by him solely or jointly
      with other persons. For the purpose of this Bye-Law, estate representative
      means the person to whom probate or letters of administration has or have
      been granted in Bermuda or, failing any such person, such other person as
      the Board may in its absolute discretion determine to be the person
      recognised by the Company for the purpose of this Bye-Law.

39.   Any person becoming entitled to a share in consequence of the death of a
      Shareholder or otherwise by operation of applicable law may, subject as
      hereafter provided and upon such evidence being produced as may from time
      to time be required by the Board as to his entitlement, either be
      registered himself as the holder of the share or elect to have some person
      nominated by him registered as the transferee thereof. If the person so
      becoming entitled elects to be registered himself, he shall deliver or
      send to the Company a notice in writing signed by him stating that he so
      elects. If he shall elect to have his nominee registered, he shall signify
      his election by signing an instrument of transfer of such share in favour
      of his nominee. All the limitations, restrictions and provisions of these
      Bye-Laws relating to the right to transfer and the registration of
      transfer of shares shall be applicable to any such notice or instrument of
      transfer as aforesaid as if the death of the Shareholder or

                                       19
<PAGE>

      other event giving rise to the transmission had not occurred and the
      notice or instrument of transfer was an instrument of transfer signed by
      such Shareholder.

40.   A person becoming entitled to a share in consequence of the death of a
      Shareholder or otherwise by operation of applicable law shall (upon such
      evidence being produced as may from time to time be required by the Board
      as to his entitlement) be entitled to receive and may give a discharge for
      any dividends or other moneys payable in respect of the share, but he
      shall not be entitled in respect of the share to receive notices of or to
      attend or vote at general meetings of the Company or, save as aforesaid,
      to exercise in respect of the share any of the rights or privileges of a
      Shareholder until he shall have become registered as the holder thereof.
      The Board may at any time give notice requiring such person to elect
      either to be registered himself or to transfer the share and, if the
      notice is not complied with within sixty days, the Board may thereafter
      withhold payment of all dividends and other moneys payable in respect of
      the shares until the requirements of the notice have been complied with.

41.   Subject to any directions of the Board from time to time in force, the
      Secretary may exercise the powers and discretions of the Board under
      Bye-Laws 38, 39 and 40.

                               INCREASE OF CAPITAL

42.   The Company may from time to time increase its capital by such sum to be
      divided into shares of such par value as the Company by Resolution shall
      prescribe.

43.   The Company may, by the Resolution increasing the capital, direct that the
      new shares or any of them shall be offered in the first instance either at
      par or at a premium or (subject to the provisions of the Companies Acts)
      at a discount to all the holders for the time being of shares of any class
      or classes in proportion to the number of such shares held by them
      respectively or make any other provision as to the issue of the new
      shares.

44.   The new shares shall be subject to all the provisions of these Bye-Laws
      with reference to lien, the payment of calls, forfeiture, transfer,
      transmission and otherwise.

                                       20
<PAGE>

                              ALTERATION OF CAPITAL

45.   Subject to Bye-Law 76A, the Company may from time to time by Resolution:

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

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

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

      (4)   NOT USED;

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

      (6)   change the currency denomination of its share capital.

      Where any difficulty arises in regard to any division, consolidation, or
      sub-division under this Bye-Law, the Board may settle the same as it
      thinks expedient and, in particular, may arrange for the sale of the
      shares representing fractions and the distribution of the net proceeds of
      sale in due proportion amongst the Shareholders who would have been
      entitled to the fractions, and for this purpose the Board may authorise
      some person to transfer the shares representing fractions to the purchaser
      thereof, who shall not be bound to see to the application of the purchase
      money nor shall his title to the shares be affected by any irregularity or
      invalidity in the proceedings relating to the sale.

45A.  The Company shall not issue and allot any shares which do not carry any
      voting rights.

                                       21
<PAGE>

46.   Subject to the Companies Acts and to any confirmation or consent required
      by law or these Bye-Laws, the Company may by Resolution from time to time
      convert any preference shares into redeemable preference shares.

                              REDUCTION OF CAPITAL

47.   Subject to the Companies Acts, its memorandum and any confirmation or
      consent required by law or these Bye-Laws, the Company may from time to
      time by Resolution authorise the reduction of its issued share capital or
      any share premium or contributed surplus account in any manner.

48.   In relation to any such reduction, the Company may by Resolution determine
      the terms upon which such reduction is to be effected including, in the
      case of a reduction of part only of a class of shares, those shares to be
      affected.

                    GENERAL MEETINGS AND WRITTEN RESOLUTIONS

49.   (1)   The Board shall convene and the Company shall hold general meetings
            as Annual General Meetings in accordance with the requirements of
            the Companies Acts at such times and places as the Board shall
            appoint. The Board may, whenever it thinks fit, and shall, when
            requisitioned by shareholders pursuant to the provisions of the
            Companies Acts, convene general meetings other than Annual General
            Meetings which shall be called Special General Meetings.

      (2)   Except in the case of the removal of auditors and Directors,
            anything which may be done by resolution in general meeting may,
            without a meeting and without any previous notice being required, be
            done by resolution in writing, signed by all of the Shareholders or
            their proxies, or in the case of a Shareholder that is a corporation
            (whether or not a company within the meaning of the Companies Acts)
            on behalf of such Shareholder, being all of the Shareholders of the
            Company who at the date of the resolution in writing would be
            entitled to attend a meeting and vote on the resolution. Such
            resolution in writing may be signed in as many counterparts as may
            be necessary. Notwithstanding the foregoing, to the extent a

                                       22
<PAGE>

            matter requires action by or the approval of the Holder but not the
            other Shareholders, the Holder, as the holder of all of the shares
            of the relevant class (i.e. the Special Share), may take such action
            or provide its consent without a meeting by written notice or
            written consent, as applicable.

      (3)   For the purposes of this Bye-Law, the date of the resolution in
            writing is the date when the resolution is signed by or on behalf
            of, the last Shareholder to sign and any reference in any enactment
            to the date of passing of a resolution is, in relation to a
            resolution in writing made in accordance with this section, a
            reference to such date.

      (4)   A resolution in writing made in accordance with this Bye-Law is as
            valid as if it had been passed by the Company in general meeting or,
            if applicable, by a meeting of the relevant class of Shareholders of
            the Company, as the case may be. A resolution in writing made in
            accordance with this section shall constitute minutes for the
            purposes of the Companies Acts and these Bye-Laws.

                           NOTICE OF GENERAL MEETINGS

50.   An Annual General Meeting shall be called by not less than twenty-one days
      notice in writing and a Special General Meeting shall be called by not
      less than ten days notice in writing; provided that any Special General
      Meeting called for the purpose of removing a Director shall be called by
      not less than twenty-one days notice. The notice shall be exclusive of the
      day on which it is served or deemed to be served and of the day for which
      it is given, and shall specify the place, day and time of the meeting,
      and, the nature of the business to be considered. Notice of every general
      meeting shall be given in any manner permitted by Bye-Laws 141 and 142 to
      all Shareholders other than such as, under the provisions of these
      Bye-Laws or the terms of issue of the shares they hold, are not entitled
      to receive such notice from the Company and to each Director, and to any
      Resident Representative who or which has delivered a written notice upon
      the Registered Office requiring that such notice be sent to him or it.

            Any Shareholder may request that a matter (other than the
            appointment of a new Director, the procedure for which is prescribed
            by Bye-Law 86) be considered at an Annual General

                                       23
<PAGE>

            Meeting and such matter shall be included in any notice of, and
            shall be considered at, an Annual General Meeting provided that: (i)
            the request is in writing signed by the Shareholder; (ii) the
            request is delivered to the Secretary at least (5) business days
            prior to the Board meeting convening the Annual General Meeting; and
            (iii) the matter to be considered is clear from the language of the
            request and would not, if approved, contravene the Memorandum of
            Association of the Company or the Bye-Laws.

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

52.   A Shareholder present, either in person or by proxy, at any meeting of the
      Company or of the holders of any class of shares in the Company shall be
      deemed to have received notice of the meeting and, where requisite, of the
      purposes for which it was called.

                    GENERAL MEETINGS AT MORE THAN ONE PLACE

53.   (1)   The provisions of this Bye-Law shall apply if any general meeting is
            convened at or adjourned to more than one place.

      (2)   The notice of any meeting or adjourned meeting may specify the
            Specified Place and the Board shall make arrangements for
            simultaneous attendance and participation at other places (whether
            adjoining the Specified Place or in a different and separate place
            or places altogether or otherwise) by Shareholders, provided that
            persons attending at any particular place shall be able to see and
            hear, and be seen and heard (whether by audio visual links or
            otherwise howsoever enabling the same) by, persons attending at the
            other places at which the meeting is convened.

      (3)   The Board may from time to time make such arrangements for the
            purpose of controlling the level of attendance at any such place
            (whether involving the issue of tickets or the imposition of some
            means of selection or otherwise) as they shall in their absolute
            discretion consider appropriate, and may from time to time vary any

                                       24
<PAGE>

            such arrangements or make new arrangements in place of them,
            provided that a Shareholder who is not entitled to attend, in person
            or by proxy, at any particular place shall be entitled so to attend
            at one of the other places; and the entitlement of any Shareholder
            so to attend the meeting or adjourned meeting at such place shall be
            subject to any such arrangements as may be for the time being in
            force and by the notice of meeting or adjourned meeting stated to
            apply to the meeting.

      (4)   For the purposes of all other provisions of these Bye-Laws any such
            meeting shall be treated as being held at the Specified Place.

      (5)   If a meeting is adjourned to more than one place, notice of the
            adjourned meeting shall be given, in the manner required by Bye-Law
            50.

                         PROCEEDINGS AT GENERAL MEETINGS

54.   No business shall be transacted at any general meeting unless a quorum is
      present when the meeting proceeds to business, but the absence of a quorum
      shall not preclude the appointment, choice or election of a chairman which
      shall not be treated as part of the business of the meeting. Subject to
      Bye-Law 76A and save as otherwise provided by these Bye-Laws, at least two
      Shareholders present in person or by proxy and entitled to vote
      representing the holder(s) of twenty (20%) percent or more of the issued
      shares shall be a quorum for all purposes; provided, however, that (i) if
      the Company or a class of Shareholders shall have only one Shareholder,
      one Shareholder present in person or by proxy shall constitute the
      necessary quorum and (ii) to the extent permissible under Bermuda law and
      solely with respect to meetings at which any matter on which the vote of
      the Special Share would be controlling is proposed to be considered, the
      presence of the Holder (in person or by proxy) shall constitute the
      necessary quorum.

55.   If within five minutes (or such longer time 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
      Shareholders, shall be dissolved. In any other case, it shall, subject to
      compliance with the requirement as to minimum notice provided below, stand
      adjourned to such other day and such other time and place as the chairman
      of the meeting

                                       25
<PAGE>

      may determine and at such adjourned meeting two Shareholders present in
      person or by proxy and entitled to vote and representing the holder(s)
      of ten (10%) percent or more of the issued shares shall be a quorum,
      provided that if the Company or a class of Shareholders shall have only
      one Shareholder, one Shareholder present in person or by proxy shall
      constitute the necessary quorum. The Company shall give not less than
      twenty-one clear days notice of any meeting adjourned through want of a
      quorum and such notice shall state that the sole Shareholder or, if more
      than one, two Shareholders present in person or by proxy and entitled to
      vote and representing the holders of ten (10%) percent or more of the
      issued shares shall be a quorum. If at the adjourned meeting a quorum is
      not present within fifteen minutes after the time appointed for holding
      the meeting, the meeting shall be dissolved. To the extent permissible
      under Bermuda law, solely for the purposes of determining quorum in
      accordance with this Bye-Law and solely with respect to meetings and at
      which any matter on which the vote of the Special Share would be
      controlling is proposed to be considered, the Holder (in person or by
      proxy) shall be deemed to represent a holder of ten (10%) percent or more
      of the issued shares.

56.   A meeting of the Shareholders or any class thereof may be held by means of
      such telephone, electronic or other communication facilities as permit all
      persons participating in the meeting to communicate with each other
      simultaneously and instantaneously and participation in such a meeting
      shall constitute presence in person at such meeting.

57.   The Resident Representative, if any, upon giving the notice referred to in
      Bye-Law 50 above, shall be entitled to attend any general meeting of the
      Company and each Director shall be entitled to attend and speak at any
      general meeting of the Company. The Chairman may invite any person to
      attend and speak at a general meeting of the Company where he considers
      this will assist in the deliberations of the meeting; provided, however,
      each Shareholder, including without limitation the Holder, shall be
      entitled to attend and speak at all general meetings of the Company.

58.   The Chairman (if any) of the Board or, in his absence, the President shall
      preside as chairman at every general meeting. If there is no such Chairman
      or President, or if at any

                                       26
<PAGE>

      meeting neither the Chairman nor the President is present within ten
      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, the Holder (if present)
      together with the persons present and entitled to vote on a poll shall
      elect by vote on a poll one of their number to be chairman; provided that
      the weighted voting rights of the Special Share as provided for under
      Bye-Law 76A(1) shall apply in the context of any such poll.

59.   The chairman of the meeting 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 but no business shall be
      transacted at any adjourned meeting except business which might lawfully
      have been transacted at the meeting from which the adjournment took place.
      In addition, the chairman may adjourn the meeting to another time and
      place without such consent if it appears to him that it is likely to be
      impracticable to hold or continue that meeting because of the number of
      members wishing to attend who are not present. When a meeting is adjourned
      for three months or more or for an indefinite period, at least 10 clear
      days' notice shall be given of the adjourned meeting.

60.   Save as expressly provided by these Bye-Laws, it shall not be necessary to
      give any notice of an adjournment or of the business to be transacted at
      an adjourned meeting.

                                     VOTING

61.   Save where a greater majority or other vote is required by the Companies
      Acts or these Bye-Laws, any question proposed for consideration at any
      general meeting shall be decided on by a simple majority of votes cast.

62.   Subject to Bye-Laws 76A, 83A, 83B and 83C and to Schedule 2 to these
      Bye-Laws, and subject to any rights or restrictions attached to any class
      of shares, including without limitation, the Special Share, at any meeting
      of the Company, each Shareholder present in person shall be entitled to
      one vote on any question to be decided on a show of hands and each
      Shareholder present in person or by proxy shall be entitled on a poll to
      one vote for

                                       27
<PAGE>

      each share held by him provided that, if a record date is specified in any
      notice of a general meeting, in accordance with these Bye-Laws, no person
      other than Shareholders of record on such specified date (or their
      proxies) shall have the right to vote at the general meeting.

63.   At any general meeting, a resolution put to the vote of the 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 by:

      (1)   the chairman of the meeting or the Holder; or

      (2)   at least three Shareholders present in person or represented by
            proxy; or

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

      (4)   a Shareholder or Shareholders present in person or represented by
            proxy holding shares conferring the right to vote at such meeting,
            being shares on which an aggregate sum has been paid up equal to not
            less than one tenth of the total sum paid up on all such shares
            conferring such right.

      The demand for a poll may, before the poll is taken, be withdrawn but only
      with the consent of the chairman and a demand so withdrawn shall not be
      taken to have invalidated the result of a show of hands declared before
      the demand was made. If the demand for a poll is withdrawn, the chairman
      or any other Shareholder entitled may demand a poll.

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

                                       28
<PAGE>

66.   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 is demanded.

67.   A poll demanded on the election of a chairman or the Holder, or on a
      question of adjournment, shall be taken forthwith. A poll demanded on any
      other question shall be taken in such manner and either forthwith or at
      such time (being not later than three months after the date of the demand)
      and place as the chairman shall direct and he may appoint scrutineers (who
      need not be Shareholders) and fix a time and place for declaring the
      result of the poll. It shall not be necessary (unless the chairman
      otherwise directs) for notice to be given of a poll.

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

69.   On a poll, votes may be cast either personally or by proxy.

70.   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.

71.   In the case of an equality of votes at a general meeting, whether on a
      show of hands or on a poll, the chairman of such meeting shall not be
      entitled to a second or casting vote and the resolution shall fail.

72.   In the case of joint holders of a share, 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.

73.   A Shareholder who is a patient for any purpose of any statute or
      applicable law 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

                                      29
<PAGE>

      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 such Shareholder
      for the purpose of general meetings.

74.   No Shareholder shall, unless the Board otherwise determines, be entitled
      to vote at any general meeting unless all calls or other sums presently
      payable by him in respect of shares in the Company have been paid. The
      Special Share and all shares (and replacements thereof) issued upon
      conversion of the Notes shall be issued as fully paid as set out in
      Bye-Law 14, and therefore are not subject to the provisions of this
      Bye-Law 74.

75.   If;

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

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

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

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

76.   If an amendment shall be proposed to any resolution under consideration
      but shall in good faith be 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. With the consent

                                      30
<PAGE>

      of the chairman of the meeting, an amendment may be withdrawn by its
      proposer before it is voted upon.

76A

      (1)   Notwithstanding anything to the contrary in these Bye-Laws, prior to
            the Conversion Date and from and after the Conversion Date during
            the Post-Conversion Period, the Company will not be able to
            undertake any of the actions set out in subparagraph (3)(e) or (j)
            below, without the sanction of a Resolution passed in a general
            meeting at which meeting the Holder must be present in person or by
            proxy in order for such meeting to be quorate. In addition, at any
            such meeting, and without prejudice to the Holder's rights under
            Bye-Laws 83A, 83B and 83C, the Holder shall be entitled to vote only
            on such actions as are set out in sub-paragraphs (3)(e) and (j)
            below and as provided by Bye-Law 58, and the Special Share shall
            carry nine votes for every one vote cast by a holder of any other
            shares on any vote on a poll.

      (2)   Notwithstanding anything to the contrary in these Bye-Laws, prior to
            the Conversion Date and from and after the Conversion Date during
            the Post-Conversion Period, the Company will not be able to
            undertake any of the actions set out in sub-paragraphs (3)(a) to (d)
            inclusive, (3)(f) to (i) inclusive and (3)(k) to (m) inclusive, and
            neither the Board nor any Shareholder (other than the Holder) shall
            have the ability to increase the exact number of Directors
            constituting the Board or to elect or appoint any Director to
            replace any Investor-Appointed Director (whether such
            Investor-Appointed Director vacated office as a result of death,
            disability, removal, resignation, retirement, expiration of term or
            any other reason), in each case without the prior consent in
            writing; of the Holder, such actions being deemed to be a variation
            of the class rights of the Special Share.

      (3)   (a) Any offer, sale or issuance of any debt or equity securities of
                the Company or any of its subsidiaries, other than the:

                  (i)   exercise of options outstanding under the Equity Plan;

                                      31
<PAGE>

                  (ii)  entry into the A/R Facility;

                  (iii) issuance of shares on conversion of the Notes.

      (b)   Any repurchase or redemption of equity securities of the Company or
            any of its subsidiaries, or declaration or payment of any dividend
            on the Company's or any subsidiary's equity securities (other than
            dividends to the Company from direct or indirect wholly-owned
            subsidiaries) or any increase in the number of shares reserved under
            the Company's option plans.

      (c)   Incurrence by the Company or any of its subsidiaries of indebtedness
            for borrowed money, or guarantees by the Company or any of its
            subsidiaries of indebtedness for borrowed money, that would cause
            the consolidated indebtedness of the Company and its subsidiaries to
            exceed the sum of amounts that would be permitted under the A/R
            Facility and the then-outstanding principal amount of the Notes; or
            the repayment of the outstanding indebtedness of the Company or any
            of its subsidiaries other than in accordance with the terms thereof.

      (d)   Transactions between the Company or any subsidiary, on the one hand,
            and any affiliate of the Company or any subsidiary (other than the
            Company or any other subsidiary), on the other hand, other than
            compensation of directors, officers and employees that has been
            approved by the Board (in the case of directors and executive
            officers) or pursuant to Board approved plans (in the case of other
            employees).

      (e)   Any merger, amalgamation, consolidation, recapitalization,
            reorganization, consolidation, division or sub-division of shares,
            change in denomination of share capital conversion of shares into
            redeemable shares, adoption of any "shareholder rights plan",
            liquidation or dissolution of the Company or any subsidiary (other
            than any such transaction involving solely an internal
            reorganization) or any other transactions involving the sale,
            transfer or

                                      32
<PAGE>

            other disposition of all or any substantial portion of the assets of
            the Company or any of its subsidiaries.

      (f)   Any sale, lease, transfer or other disposition or transfer of assets
            of the Company or any subsidiary, in one or a series of related
            transactions, having a value in excess of US$1 million individually
            or US$5 million in the aggregate in any fiscal year.

      (g)   The grant by the Company or any of its subsidiaries of a security
            interest in any assets, including any pledge, except for Permitted
            Liens and any security interest granted pursuant to, or contemplated
            under, the Investment Agreement.

      (h)   Any acquisition by the Company or any of its subsidiaries of assets,
            in one or a series of related transactions, having a value in excess
            of US$2 million.

      (i)   The appointment, replacement or removal of any person as the
            Company's chief executive officer.

      (j)   Any amendment of the Bye-Laws or Memorandum of Association.

      (k)   Any changes to the size of the Board (other than as contemplated in
            Bye-Law 83A, 83B or 83C).

      (l)   Any capital expenditures exceeding US$2 million individually or in
            excess of US$6 million in any fiscal year.

      (m)   Any action permitted to be taken by the Company, the Shareholders
            and/or by Resolution in accordance with any of Bye-Laws 46, 47,
            151(c) or 153.

This Bye-Law 76A shall continue to apply for so long as the Special Share is
outstanding.

                                      33
<PAGE>

                      PROXIES AND CORPORATE REPRESENTATIVES

77.   The instalment appointing a proxy shall be in writing under the hand of
      the appointor or of his attorney authorised by him 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.

78.   Any Shareholder may appoint a standing proxy or (if a corporation)
      representative by depositing at the Registered Office, or at such place or
      places as the Board may otherwise specify for the purpose, a proxy or (if
      a corporation) an authorisation and such proxy or authorisation shall be
      valid for all general meetings and adjournments thereof or, resolutions in
      writing, as the case may be, until notice of revocation is received at the
      Registered Office, or at such place or places as the Board may otherwise
      specify for the purpose. Where a standing proxy or authorisation exists,
      its operation shall be deemed to have been suspended at any general
      meeting or adjournment thereof at which the Shareholder is present or in
      respect to which the Shareholder has specially appointed a proxy or
      representative. The Board may from time to time require such evidence as
      it shall deem necessary as to the due execution and continuing validity of
      any such standing proxy or authorisation and the operation of any such
      standing proxy or authorisation shall be deemed to be suspended until such
      time as the Board determines that it has received the requested evidence
      or other evidence satisfactory to it. A person so authorised as a
      representative of a corporation shall be entitled to exercise the same
      power on behalf of the grantor of the authority as the grantor could
      exercise if it were an individual Shareholder of the Company and the
      grantor 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 at it.

79.   Subject to Bye-Law 78, the instrument appointing a proxy together with
      such other evidence as to its due execution as the Board may from time to
      time require, shall be delivered at the Registered Office (or at such
      place or places as may be specified in the notice convening the meeting or
      in any notice of any adjournment or, in either case or the case of a
      written resolution, in any document sent therewith) not less than two
      hours, or such other period as the Board may determine, prior to the
      holding of the relevant meeting or adjourned meeting at which the person
      named in the instrument proposes to vote or, in

                                      34
<PAGE>

      the case of a poll taken subsequently to the date of a meeting or
      adjourned meeting, before the time appointed for the taking of the poll,
      or, in the case of a written resolution, prior to the effective date of
      the written resolution and in default the instrument of proxy shall not be
      treated as valid.

80.   Instruments of proxy shall be in any common form or in such other form as
      the Board may approve and the Board may, if it thinks fit, send out with
      the notice of any meeting or any written resolution forms of instruments
      of proxy for use at that meeting or in connection with that written
      resolution. 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
      written resolution or 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.

81.   A vote given in accordance with the terms of an instrument of proxy shall
      be valid notwithstanding the previous death or unsoundness of mind 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 Registered Office (or such other place as may be specified for the
      delivery of instruments of proxy in the notice convening the meeting or
      other documents sent therewith) one hour at least before the commencement
      of the meeting or adjourned meeting, or the taking of the poll, or the day
      before the effective date of any written resolution at which the
      instrument of proxy is used.

82.   Subject to the Companies Acts, the Board may at its discretion waive any
      of the provisions of these Bye-Laws related to proxies or authorisations
      and, in particular, may accept such verbal or other assurances as it
      thinks fit as to the right of any person to attend and vote on behalf of
      any Shareholder at general meetings or to sign written resolutions.

                      APPOINTMENT AND REMOVAL OF DIRECTORS

83A.  The number of Directors constituting the Board shall be not less than two
      (2) nor more than thirteen (13). Prior to the Conversion Date and from and
      after the Conversion Date

                                      35
<PAGE>

      during the Post-Conversion Period (x) the Holder alone may by and upon
      written notice to the Company Secretary increase the exact number of
      Directors constituting the Board from time to time to any number up to
      thirteen (with such notice, and such increase, being effective immediately
      upon receipt of such notice either at the office at which the Secretary of
      the Company normally resides or at the office referred to in Bye-Law 2)
      and (y) neither the Board nor Shareholders other than the Holder shall
      have the authority to increase the exact number of Directors constituting
      the Board. Following the Post-Conversion Period, the exact number of
      Directors constituting the Board shall be determined from time to time by
      resolution adopted by the affirmative vote of more than fifty percent
      (50%) of the Directors then in office.

      The Bye-Law 83A shall continue to apply for so long as the Special Share
      is outstanding.

83B.  Prior to the Conversion Date and from and after the Conversion Date during
      the Post-Conversion Period, the Holder alone will be entitled by and upon
      written notice to the Secretary of the Company, to elect or appoint any
      Directors ("Investor Designees") to fill the vacancies created by an
      increase in the total number of Directors on the Board made by it in
      accordance with Bye-Law 83A or to elect or appoint any Director to replace
      or fill any vacancy created by the death, disability, removal,
      resignation, retirement, expiration of the term or other vacancy from
      office of any such Investor Designee or any Investor-Appointed Director.
      Any such notice, and any such election or appointment, shall become
      effective immediately upon receipt thereof either at the office at which
      the Secretary of the Company normally resides or at the office referred to
      in Bye-Law 2.

      This Bye-Law 83B shall continue to apply for so long as the Special Share
      is outstanding.

83C.  Prior to the Conversion Date and from and after the Conversion Date during
      the Post-Conversion Period, the Holder alone will be entitled by and upon
      written notice to the Secretary of the Company to remove any
      Investor-Appointed Directors, with such notice and such removal to become
      effective immediately upon receipt thereof either at the office at which
      the Secretary of the Company normally resides or at the office referred to

                                      36
<PAGE>

      in Bye-Law 2; provided, however, that the Holder (in its capacity as such)
      shall not be entitled to remove any non-Investor-Appointed Directors.

      This Bye-Law 83C shall continue to apply for so long as the Special Share
      is outstanding.

83D   Prior to the Conversion Date and from and after the Conversion Date during
      the Post-Conversion Period, the provisions of Bye-Laws 84 and 85 shall not
      apply to the Company.

      This Bye-Law 83D shall continue to apply for so long as the Special Share
      is outstanding.

83E   Until such time as the Minority Investors collectively beneficially own
      less than ten (10%) percent of the then outstanding Common Shares, each of
      the Minority Investors that is a beneficial owner of shares shall have the
      right to appoint one non-voting representative who shall be allowed to
      attend all meetings of the Board.

84.   At the second Annual General Meeting all of the Directors shall retire
      from office, and at every subsequent Annual General Meeting one-half of
      the Directors who are subject to retirement by rotation or, if their
      number is not two or a multiple of two, the number nearest to but not more
      than one-half shall retire from office; but if there is only one director
      who is subject to retirement by rotation, he shall retire.

      The Directors to retire by rotation shall be those who have been longest
      in office since their last appointment or reappointment, but as between
      persons who became or were last reappointed Directors on the same day
      those to retire shall (unless they otherwise agree among themselves) be
      determined by lot.

85.   If the Company, at the meeting at which a Director retires by rotation or
      otherwise, does not fill the vacancy, the retiring Director shall, if
      willing to act, be deemed to have been reappointed unless at the meeting
      it is resolved not to fill the vacancy or unless a resolution for the
      reappointment of the Director is put to the meeting and lost.

86.   Except as permitted in Bye-Laws 83A and 83B, no person other than a
      Director retiring by rotation shall be appointed a Director at any general
      meeting unless:-

                                      37
<PAGE>

      (a)   he is recommended by the Board or recommended, appointed or elected
            by the Holder; or

      (b)   not less than five nor more than twenty-five clear days before the
            date appointed for the meeting, notice executed by a Shareholder
            qualified to vote at the meeting (not being the person to be
            proposed) has been given to the Company of the intention to propose
            that person for appointment setting forth as to each person whom the
            Shareholders proposed to nominate for election or re-election as a
            Director, (i) the name, age, business address and residence address
            of the person, (ii) the principal occupation or employment of the
            person, (iii) the class, series and number of shares of the Company
            which are beneficially owned by the person, (iv) particulars which
            would, if he were so appointed, be required to be included in the
            Company's register of Directors and Officers, and (v) all other
            information relating to that person that is required to be disclosed
            in solicitations for proxies for the election of Directors pursuant
            to the Rules and Regulations of the Securities and Exchange
            Commission under Section 14 of the Securities Exchange Act of 1934
            of the United States of America as amended, together with notice
            executed by that person of his willingness to serve as a Director if
            so elected.

87.   Subject to Bye-Laws 83A and 83B, except as otherwise authorised by the
      Companies Acts, the appointment of any person proposed as a Director at a
      general meeting shall be effected by a separate resolution.

88.   All Directors, upon election or appointment, except upon re-election at an
      Annual General Meeting, must provide written acceptance of their
      appointment, in such form as the Board may think fit, by notice in writing
      to the Registered Office within thirty days of their appointment.

89.   Subject to Bye-Laws 83A, 83B and 83C, the Company shall at the Annual
      General Meeting and may by resolution determine the minimum number of
      Directors, which shall not be less than two (2) and the maximum number of
      Directors, which shall not be more than thirteen (13), and may by
      resolution determine that one or more vacancies in the

                                      38
<PAGE>

      Board shall be deemed casual vacancies for the purposes of these Bye-Laws.
      Without prejudice to the power of the Company by resolution in pursuance
      of any of the provisions of these Bye-Laws to appoint any person to be a
      Director, the Board, so long as a quorum of Directors remains in office,
      shall have power at any time and from time to time to appoint any
      individual to be a Director so as to fill any vacancy on the Board
      resulting from the resignation or removal of a Director except a vacancy
      resulting from the increase in the size of the Board pursuant to Bye-Law
      83A, or the death, disability, resignation, retirement, removal,
      expiration of term or any other vacancy of office of an Investor-Appointed
      Director which vacancy must be filled in accordance with Bye-Law 83C. A
      Director so appointed shall hold office only until the next following
      Annual General Meeting and shall not be taken into account in determining
      the Directors who are to retire by rotation at the meeting. If not
      reappointed at such Annual General Meeting, he shall vacate office at the
      conclusion thereof.

90.   The Company may, subject to Bye-Law 83C, in a Special General Meeting
      called for that purpose remove a Director (other than an
      Investor-Appointed Director for so long as Bye-Law 83C continues to
      apply) provided notice of any such meeting shall be served upon the
      Director concerned not less than fourteen days before the meeting and he
      shall be entitled to be heard at that meeting. Except with respect to
      Investor-Appointed Directors, for so long as Bye-Laws, 83B and 83C apply,
      any vacancy created by the removal of a Director at a Special General
      Meeting may be filled at the Meeting by the election or appointment of
      another Director in his place or, in the absence of any such election or
      appointment, by the Board. Prior to the Conversion Date, and after the
      Conversion Date during the Post Conversion Period (for so long as Bye-Laws
      83A, 83B and 83C continue to apply) vacancies created by the death,
      disability, removal, resignation, retirement, expiration of the term or
      other vacancy of office of any Investor-Appointed Director may not be
      filled by the Board or by Shareholders other than the Holder.

                  RESIGNATION AND DISQUALIFICATION OF DIRECTORS

91.   The office of a Director shall be vacated upon the happening of any of the
      following events:

                                      39
<PAGE>

      (1)   if he resigns his office by notice in writing delivered to the
            Registered Office or tendered at a meeting of the Board;

      (2)   if he becomes of unsound mind or a patient for any purpose of any
            statute or applicable law relating to mental health and the Board
            resolves that his office is vacated;

      (3)   if he becomes bankrupt under the laws of any country or compounds
            with his creditors;

      (4)   if he is prohibited by law from being a Director;

      (5)   if he ceases to be a Director by virtue of the Companies Acts or
            these Bye-Laws or is removed from office pursuant to these Bye-Laws;

      (6)   he shall for more than six consecutive months have been absent
            without permission of the Board from meetings of the Board held
            during that period 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.

                               ALTERNATE DIRECTORS

92.   Any Director (other than an Alternate Director) may appoint any other
      Director, or any other person approved by resolution of the Board and
      willing to act, to be an alternate director ("Alternate Director") and may
      remove from office an Alternate Director so appointed by him. Any
      appointment or removal of an Alternate Director by a Director shall be
      effected by depositing a notice of appointment or removal with the
      Secretary at the Registered Office, signed by such Director, and such
      appointment or removal shall become effective on the date of receipt by
      the Secretary. Any Alternate Director (other than one deemed to be an
      Investor-Appointed Director) may also be removed by resolution 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.

93.   An Alternate Director shall cease to be an Alternate Director:-

                                      40
<PAGE>

      (a)   if his appointor ceases to be a Director; but, if a Director retires
            by rotation or otherwise but is reappointed or deemed to have been
            reappointed at the meeting at which he retires, any appointment of
            an Alternate Director made by him which was in force immediately
            prior to his retirement shall continue after his reappointment;

      (b)   on the happening of any event which, if he were a Director, would
            cause him to vacate his office as Director;

      (c)   if he is removed from office pursuant to Bye-Law 92; or

      (d)   if he resigns his office by notice to the Company.

94.   An Alternate Director shall be entitled to receive notices of all meetings
      of Directors, to attend, be counted in the quorum and vote at any such
      meeting at which any Director to whom he is alternate is not personally
      present, and generally to perform all the functions of any Director to
      whom he is alternate in his absence.

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

                                      41
<PAGE>

                   DIRECTORS' FEES AND ADDITIONAL REMUNERATION
                                  AND EXPENSES

96.   The ordinary remuneration of the Directors who do not hold executive
      office for their services (excluding amounts payable under any other
      provision of these Bye-Laws) shall not exceed in aggregate US$210,000 per
      annum or such higher amount as the Board may from time to time by
      resolution determine. Subject thereto, each such Director shall be paid a
      fee (which shall be deemed to accrue from day to day) at such rate as may
      from time to time be determined by the Board. Each Director may be paid
      his reasonable travel, hotel and incidental expenses in attending and
      returning from meetings of the Board or committees constituted pursuant to
      these Bye-Laws or general meetings and shall be paid all expenses properly
      and reasonably incurred by him in the conduct of the Company's business or
      in the discharge of his duties as a Director. Any Director who, by
      request, goes or resides abroad for any purposes 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 any
      remuneration provided for by or pursuant to any other Bye-Law.

                              DIRECTORS' INTERESTS

97.   (1)   A Director may 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 upon such terms as the Board may
            determine, and may be paid such extra remuneration therefor (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 any remuneration provided for by or pursuant to any
            other Bye-Law.

      (2)   A Director may act by himself or his firm in a professional capacity
            for the Company (otherwise than as auditor) and he or his firm shall
            be entitled to remuneration for professional services as if he were
            not a Director.

                                      42
<PAGE>

      (3)   Subject to the provisions of the Companies Acts, a Director may
            notwithstanding his office be a party to, or otherwise interested
            in, any transaction or arrangement with the Company or in which the
            Company is otherwise interested; and be a director or other officer
            of, or employed by, or a party to any transaction or arrangement
            with, or otherwise interested in, any body corporate promoted by the
            Company or in which the Company is interested. The Board may also
            cause the voting power conferred by the shares in any other company
            held or owned by the Company to be exercised in such manner in all
            respects as it thinks fit, including the exercise thereof in favour
            of any resolution appointing the Directors or any of them to be
            directors or officers of such other company, or voting or providing
            for the payment of remuneration to the directors or officers of such
            other company.

      (4)   So long as, where it is necessary, he declares the nature of his
            interest at the first opportunity at a meeting of the Board or by
            writing to the Directors as required by the Companies Acts, a
            Director shall not by reason of his office be accountable to the
            Company for any benefit which he derives from any office or
            employment to which these Bye-Laws allow him to be appointed or from
            any transaction or arrangement in which these Bye-Laws allow him to
            be interested, and no such transaction or arrangement shall be
            liable to be avoided on the ground of any interest or benefit.

      (5)   Director who has disclosed his interest in a transaction or
            arrangement with the Company, or in which the Company is otherwise
            interested, may be counted in the quorum and vote at any meeting at
            which such transaction or arrangement is considered by the Board.

      (6)   Subject to the Companies Acts and any further disclosure required
            thereby, a general notice to the Directors by a Director or Officer
            declaring that he is a director or officer or has an interest in a
            person and is to be regarded as interested in any transaction or
            arrangement made with that person, shall be a sufficient declaration
            of interest in relation to any transaction or arrangement so made.

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<PAGE>

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

                         POWERS AND DUTIES OF THE BOARD

98.   Subject to the provisions of the Companies Acts, to Bye-Law 76A, and
      generally to these Bye-Laws and to any directions given by the Company by
      Resolution, the Board shall manage the business of the Company and may pay
      all expenses incurred in promoting and incorporating the Company and may
      exercise all the powers of the Company. No alteration of these Bye-Laws
      and no such direction shall invalidate any prior act of the Board which
      would have been valid if that alteration had not been made or that
      direction had not been given. The powers given by this Bye-Law shall not
      be limited by any special power given to the Board by these Bye-Laws and 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.

99.   Subject to Bye-Law 76A, the Board may exercise all the powers of the
      Company to 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 to issue debentures

                                      44
<PAGE>

      and other securities, whether outright or as collateral security for any
      debt, liability or obligation of the Company or of any other persons.

100.  All cheques, promissory notes, drafts, bills of exchange and other
      instruments, whether negotiable or transferable or not, and all receipts
      for money 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.

                       GRATUITIES, PENSIONS AND INSURANCE

101.  (1)   The Board may (by establishment of or maintenance of schemes or
            otherwise) provide benefits, whether by the payment of gratuities or
            pensions or by insurance or otherwise, for any past or present
            Director or employee of the Company or any of its subsidiaries or
            any body corporate associated with, or any business acquired by, any
            of them, and for any member of his family (including a spouse and a
            former spouse) or any person who is or was dependent on him, and may
            (as well before as after he ceases to hold such office or
            employment) contribute to any fund and pay premiums for the purchase
            or provision of any such benefit.

      (2)   Without prejudice to the provisions of Bye-Laws 147 and 148, the
            Board shall have the power to purchase and maintain insurance for or
            for the benefit of any persons who are or were at any time
            Directors, Officers, or employees of the Company, or of any other
            company which is its holding company or in which the Company or such
            holding company has any interest whether direct or indirect or which
            is in any way allied to or associated with the Company, or of any
            subsidiary undertaking of the Company or any such other company, or
            who are or were at any time trustees of any pension fund in which
            employees of the Company or any such other company or subsidiary
            undertaking are interested, including (without prejudice to the
            generality of the foregoing) insurance against any liability
            incurred by such persons in respect of any act or omission in the
            actual or purported execution or discharge of their duties or in the
            exercise or purported exercise of their powers or otherwise in

                                      45
<PAGE>

            relation to their duties, powers or offices in relation to the
            Company or any such other company, subsidiary undertaking or pension
            fund.

      (3)   No Director or former Director shall be accountable to the Company
            or the Shareholders for any benefit provided pursuant to this
            Bye-Law and the receipt of any such benefit shall not disqualify any
            person from being or becoming a Director of the Company.

                        DELEGATION OF THE BOARD'S POWERS

102.  The Board may by power of attorney appoint 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 and of 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.

103.  The Board may entrust to and confer upon any Director, Officer or, without
      prejudice to the provisions of Bye-Law 104, other individual any of the
      powers exercisable by it upon such terms and conditions with such
      restrictions as it thinks fit, and either collaterally with, or to the
      exclusion of, its own powers, and may from time to time revoke or vary all
      or any of such powers but no person dealing in good faith and without
      notice of such revocation or variation shall be affected thereby.

104.  The Board may delegate any of its powers, authorities and discretions to
      committees, consisting of such person or persons (whether a member or
      members of its body or not) as it thinks fit. Any committee so formed
      shall, in the exercise of the powers, authorities and discretions so
      delegated, and in conducting its proceedings conform to any regulations
      which may be imposed upon it by the Board. If no regulations are imposed
      by the Board the

                                      46
<PAGE>

      proceedings of a committee with two or more members shall be, as far as is
      practicable, governed by the Bye-Laws regulating the proceedings of the
      Board.

                            PROCEEDINGS OF THE BOARD

105.  The Board shall hold regular quarterly meetings, although it may
      additionally meet for the despatch of business, adjourn and otherwise
      regulate its meetings as it thinks fit. Questions arising at any meeting
      shall be determined by a majority of votes. In the case of an equality of
      votes the motion shall be deemed to have been lost. The Chairman or any
      two Directors may, and the Secretary on the requisition of the Chairman or
      any two Directors shall, at any time summon a meeting of the Board.

106.  Notice of a meeting of the Board shall be deemed to be duly given to a
      Director if it is given to him personally or by word of mouth or sent to
      him by post, cable, telex, telecopier, fax, email or other mode of
      representing or reproducing words in a legible and non-transitory form at
      his last known address or any other address given by him to the Company
      for this purpose provided that such notice shall be given at least 24
      hours prior to the time of a meeting. A Director may retrospectively waive
      the requirement for notice of any meeting by consenting in writing to the
      business conducted at the meeting.

107.  The quorum necessary for the transaction of the business of the Board may
      be fixed by the affirmative vote of more than fifty percent of the
      Directors then in office and, unless so fixed, shall be the lesser of
      three or fifty percent of the Directors in office. Any Director who ceases
      to be a Director at a meeting of the Board may continue to be present and
      to act as a Director and be counted in the quorum until the termination of
      the meeting if no other Director objects and if otherwise a quorum of
      Directors would not be present.

108.  The Resident Representative shall, upon delivering written notice of an
      address for the purposes of receipt of notice, to the Registered Office,
      be entitled to receive notice of, attend and be heard at and to receive
      minutes of all meetings of the Board.

109.  So long as a quorum of Directors remains in office, the continuing
      Directors may act notwithstanding any vacancy in the Board but, if no such
      quorum remains, the continuing

                                      47
<PAGE>

      Directors or a sole continuing Director may act only for the purpose of
      calling a general meeting.

110.  The Chairman (or President) or, in his absence, the Deputy Chairman (or
      Vice-President), shall preside as chairman at every meeting of the Board.
      If at any meeting the Chairman or Deputy Chairman (or the President or
      Vice-President) is not present within ten minutes after the time appointed
      for holding the meeting, or is not willing to act as chairman, the
      Directors present may choose one of their number to be chairman of the
      meeting.

111.  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.

112.  A resolution in writing signed by all the Directors for the time being
      entitled to receive notice of a meeting of the Board or by all the members
      of a committee for the time being shall be as valid and effectual as a
      resolution passed at a meeting of the Board or, as the case may be, of
      such committee duly called and constituted. Such resolution may be
      contained in one document or in several documents in the like form each
      signed by one or more of the Directors or members of the committee
      concerned.

113.  A meeting of the Board or a committee appointed by the Board may be held
      by means of such telephone, electronic or other communication facilities
      as permit all persons participating in the meeting to communicate with
      each other simultaneously and instantaneously and participation in such a
      meeting shall constitute presence in person at such meeting. Such a
      meeting shall be deemed to take place where the largest group of those
      participating in the meeting is physically assembled, or, if there is no
      such group, where the chairman of the meeting then is.

114.  All acts done by the Board or by any committee or by any person acting as
      a Director or member of a committee or any person duly authorised by the
      Board or any committee, shall, notwithstanding that it is afterwards
      discovered that there was some defect in the appointment of any member of
      the Board or such committee or person acting as aforesaid or

                                      48
<PAGE>

      that they or any of them were disqualified or had vacated their office, be
      as valid as if every such person had been duly appointed and was qualified
      and had continued to be a Director, member of such committee or person so
      authorised.

115.  The Company may by Resolution suspend or relax to any extent, either
      generally or in respect of any particular matter, any provision of these
      Bye-Laws prohibiting a Director from voting at a meeting of the Board or
      of a committee of the Board, or ratify any transaction not duly authorised
      by reason of a contravention of any such provisions.

116.  Where proposals are under consideration concerning the appointment
      (including fixing or varying the terms of appointment) of two or more
      Directors to offices or employments with the Company or any body corporate
      in which the Company is interested, the proposals may be divided and
      considered in relation to each Director separately and in such cases each
      of the Directors concerned shall be entitled to vote and be counted in the
      quorum in respect of each resolution except that concerning his own
      appointment.

117.  If a question arises at a meeting of the Board or a committee of the Board
      as to the entitlement of a Director to vote or be counted in a quorum, the
      question may, before the conclusion of the meeting, be referred to the
      chairman of the meeting and his ruling in relation to any Director other
      than himself shall be final and conclusive except in a case where the
      nature or extent of the interests of the Director concerned have not been
      fairly disclosed. If any such question arises in respect of the chairman
      of the meeting, it shall be decided by resolution of the Board (on which
      the chairman shall not vote) and such resolution will be final and
      conclusive except in a case where the interests of the chairman have not
      been fairly disclosed.

                                    OFFICERS

118.  The Officers of the Company shall include a President and a Vice-President
      or a Chairman and a Deputy Chairman who shall be Directors and shall be
      elected by the Board, subject to Bye-Law 116, as soon as possible after
      the statutory meeting and each Annual General Meeting. In addition, the
      Board may appoint any person whether or not he is a Director to hold such
      office as the Board may from time to time determine. Any person elected or

                                      49
<PAGE>

      appointed pursuant to this Bye-Law shall hold office for such period and
      upon such terms as the Board may determine and the Board may revoke or
      terminate any such election or appointment. Any such revocation or
      termination shall be without prejudice to any claim for damages that such
      Officer may have against the Company or the Company may have against such
      Officer for any breach of any contract of service between him and the
      Company which may be involved in such revocation or termination. Save as
      provided in the Companies Acts or these Bye-Laws, the powers and duties of
      the Officers of the Company shall be such (if any) as are determined from
      time to time by the Board.

                               EXECUTIVE DIRECTORS

119.  (1)   Subject to the provisions of the Companies Acts and to Bye-Law 116,
            the Board may appoint one or more of its body to be the holder of
            any executive office (except that of auditor) under the Company and
            may enter into any agreement or arrangement with any Director for
            his employment by the Company or for the provision by him of any
            services outside the scope of the ordinary duties of a Director. Any
            such appointment, agreement or arrangement may be made upon such
            terms, including terms as to remuneration, as the Board determines,
            and any remuneration which is so determined may be in addition to or
            in lieu of any ordinary remuneration as a Director. The Board may
            revoke or vary any such appointment but without prejudice to any
            rights or claims which the person whose appointment is revoked or
            varied may have against the Company by reason thereof.

      (2)   Any Director holding an executive office shall not be subject to
            retirement by rotation. Any Director who is not subject to
            retirement by rotation shall be disregarded in determining which
            Directors are subject to retirement by rotation under the provisions
            of these Bye-Laws.

120.  A Director appointed to an executive office shall not ipso facto cease to
      be a Director if his appointment to such executive office terminates.

121.  The emoluments of any Director holding executive office for his services
      as such shall be determined by the Board, and may be of any description,
      and (without limiting the

                                      50
<PAGE>

      generality of the foregoing) may include admission to or continuance of
      membership of any scheme (including any share acquisition scheme) or fund
      instituted or established or financed or contributed to by the Company for
      the provision of pensions, life assurance or other benefits for employees
      or their dependants, or the payment of a pension or other benefits to him
      or his dependants on or after retirement or death, apart from membership
      or any such scheme or fund.

                                     MINUTES

122.  The Board shall cause minutes to be made and books kept for the purpose of
      recording -

      (1)   all appointments of Officers made by the Board;

      (2)   the names of the Directors and other persons (if any) present at
            each meeting of the Board and of any committee;

      (3)   of all proceedings at meetings of the Company, of the holders of any
            class of shares in the Company, of the Board and of committees
            appointed by the Board or the Shareholders;

      (4)   of all proceedings of its managers (if any).

      Shareholders shall only be entitled to see the Register of Directors and
      Officers, the Register, the financial information provided for in Bye-Law
      139 and the minutes of meetings of the Shareholders of the Company.

                                      51
<PAGE>

                      SECRETARY AND RESIDENT REPRESENTATIVE

123.  The Secretary (including one or more deputy or assistant secretaries) and,
      if required, the Resident Representative, shall be appointed by the Board
      at such remuneration (if any) and upon such terms as it may think fit and
      any Secretary and Resident Representative so appointed may be removed by
      the Board. The duties of the Secretary and the duties of the Resident
      Representative shall be those prescribed by the Companies Acts together
      with such other duties as shall from time to time be prescribed by the
      Board.

124.  A provision of the Companies Acts or 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 the place of, the Secretary.

                                    THE SEAL

125.  (1)   The Seal shall consist of a circular metal device with the name of
            the Company around the outer margin thereof and the country and year
            of incorporation across the centre thereof. Should the Seal not have
            been received at the Registered Office in such form at the date of
            adoption of this Bye-Law then, pending such receipt, any document
            requiring to be sealed with the Seal shall be sealed by affixing a
            red wafer seal to the document with the name of the Company, and the
            country and year of incorporation type written across the centre
            thereof.

      (2)   The Board shall provide for the custody of every Seal. A Seal shall
            only be used by authority of the Board or of a committee constituted
            by the Board. Subject to these Bye-laws, any instrument to which a
            Seal is affixed shall be signed by either two Directors, or by the
            Secretary and one Director, or by the Secretary or by any one person
            whether or not a Director or Officer, who has been authorised either
            generally or specifically to affirm the use of a Seal; provided that
            the Secretary or a Director may affix a Seal over his signature
            alone to authenticate copies of these Bye-Laws, the minutes of any
            meeting or any other documents requiring authentication.

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<PAGE>

                          DIVIDENDS AND OTHER PAYMENTS

126.  Subject to Bye-Law 76A, the Board may from time to time declare dividends
      or distributions out of contributed surplus to be paid to the Shareholders
      according to their rights and interests including such interim dividends
      as appear to the Board to be justified by the position of the Company. The
      Board, in its discretion, may determine that any dividend shall be paid in
      cash or shall be satisfied, subject to Bye-Law 134, in paying up in full
      shares in the Company to be issued to the Shareholders credited as fully
      paid or partly paid or partly in one way and partly the other. The Board
      may also pay any fixed cash dividend which is payable on any shares of the
      Company half yearly or on such other dates, whenever the position of the
      Company, in the opinion of the Board, justifies such payment.

127.  Except insofar as the rights attaching to, or the terms of issue of, any
      share otherwise provide:-

      (1)   all dividends or distributions out of contributed surplus may be
            declared and paid according to the amounts paid up on the shares in
            respect of which the dividend or distribution is paid, and an amount
            paid up on a share in advance of calls may be treated for the
            purpose of this Bye-Law as paid-up on the share;

      (2)   dividends or distributions out of contributed surplus may 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 or distribution is paid.

128.  The Board may deduct from any dividend, distribution or other moneys
      payable to a Shareholder 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 in respect of shares of the Company.

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

                                       53
<PAGE>

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

131.  Any dividend or distribution out of contributed surplus unclaimed for a
      period of six years from the date of declaration of such dividend or
      distribution shall be forfeited and shall revert to the Company and the
      payment by the Board of any unclaimed dividend, distribution, interest or
      other sum payable on or in respect of the share into a separate account
      shall not constitute the Company a trustee in respect thereof.

132.  The Board may also, in addition to its other powers, direct payment or
      satisfaction of any dividend or distribution out of contributed surplus
      wholly or in part by the distribution of specific assets, and in
      particular of paid-up shares or debentures of any other company, and where
      any difficulty arises in regard to such distribution or dividend the Board
      may settle it as it thinks expedient, and in particular, may authorise any
      person to sell and transfer any fractions or may ignore fractions
      altogether, and may fix the value for distribution or dividend purposes of
      any such specific assets and may determine that cash payments shall be
      made to any Shareholders upon the footing of the values so fixed in order
      to secure equality of distribution and may vest any such specific assets
      in trustees as may seem expedient to the Board provided that such dividend
      or distribution may not be satisfied by

                                       54
<PAGE>

      the distribution of any partly paid shares or debentures of any company
      without the sanction of a Resolution.

                                    RESERVES

133.  The Board may, before recommending or declaring any dividend or
      distribution out of contributed surplus, set aside such sums as it thinks
      proper as reserves which shall, at the discretion of the Board, be
      applicable for any purpose of the Company 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. The Board may also without placing the same to reserve
      carry forward any sums which it may think it prudent not to distribute.

                            CAPITALIZATION OF PROFITS

134.  The Board may, from time to time resolve to capitalise all or any part of
      any amount for the time being standing to the credit of any reserve or
      fund which is available for distribution or to the credit of any share
      premium account and accordingly that such amount be set free for
      distribution amongst the Shareholders or any class of Shareholders who
      would be entitled thereto if distributed by way of dividend and in the
      same proportions, on the footing that the same be not paid in cash but be
      applied either in or towards paying up amounts for the time being unpaid
      on any shares in the Company held by such Shareholders respectively or in
      payment up in full of unissued shares, debentures or other obligations of
      the Company, to be allotted and distributed credited as fully paid amongst
      such Shareholders, or partly in one way and partly in the other, provided
      that for the purpose of this Bye-Law, a share premium account may be
      applied only in paying up of unissued shares to be issued to such
      Shareholders credited as fully paid and provided further that any sum
      standing to the credit of a share premium account may only be applied in
      crediting as fully paid shares of the same class as that from which the
      relevant share premium was derived.

135.  Where any difficulty arises in regard to any distribution under the last
      preceding Bye-Law, the Board may settle the same as it thinks expedient
      and, in particular, may authorise any person to sell and transfer any
      fractions or may resolve that the distribution should be as

                                       55
<PAGE>

      nearly as may be practicable in the correct proportion but not exactly so
      or may ignore fractions altogether, and may determine that cash payments
      should be made to any Shareholders 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 Shareholders.

                                  RECORD DATES

136.  Notwithstanding any other provisions of these Bye-Laws, the Company may by
      resolution of the Board fix any date as the record date for any dividend,
      distribution, allotment or issue and for the purpose of identifying the
      persons entitled to receive notices of general meetings. Any such record
      date may be on or at any time not more than sixty days before any date on
      which such dividend, distribution, allotment or issue is declared, paid or
      made or not more than sixty days nor less than ten days before the date of
      any such meetings.

      In relation to any general meeting of the Company or of any class of
      Shareholders or to any adjourned meeting of which notice is given, the
      Board may specify in the notice of meeting or adjourned meeting or in any
      document sent to Shareholders by or on behalf of the Board in relation to
      the meeting, a time and date (a "record date") which is not more than
      sixty days before the date fixed for the meeting (the "meeting date") and,
      notwithstanding any provisions in these Bye-Laws to the contrary, in any
      such case:

      (1)   each person entered in the Register at the record date as a
            Shareholder, or a Shareholder of the relevant class, (a "record date
            holder") shall be entitled to attend and to vote at the relevant
            meeting and to exercise all of the rights or privileges of a
            Shareholder, or a Shareholder of the relevant class, in relation to
            that meeting in respect of the shares, or the shares of the relevant
            class, registered in his name at the record date; and

      (2)   accordingly, a Shareholder who is entered in the Register who became
            a Shareholder after the record date shall not be entitled to attend
            or to vote at the

                                       56
<PAGE>

            relevant meeting, or to exercise any of the rights or privileges of
            a Shareholder, or a Shareholder of the relevant class, in respect of
            his shares at that meeting.

                               ACCOUNTING RECORDS

137.  The Board shall cause to be kept accounting records sufficient to give a
      true and fair view of the state of the Company's affairs and to show and
      explain its transactions, in accordance with the Companies Acts.

138.  The records of account shall be kept at the Registered Office or at such
      other place or places as the Board thinks fit, and shall at all times be
      open to inspection by the Directors: PROVIDED that if the records of
      account are kept at some place outside Bermuda, there shall be kept at an
      office of the Company in Bermuda such records as will enable the Directors
      to ascertain with reasonable accuracy the financial position of the
      Company at the end of each three month period. No Shareholder (other than
      an Officer of the Company) shall have any right to inspect any accounting
      record or book or document of the Company except as conferred by law or
      authorised by the Board or by Resolution.

139.  A copy of every balance sheet and statement of income and expenditure,
      including every document required by law to be annexed thereto, which is
      to be laid before the Company in general meeting, together with a copy of
      the auditors' report, shall be sent to each person entitled thereto in
      accordance with the requirements of the Companies Acts.

                                      AUDIT

140.  Save and to the extent that an audit is waived in the manner permitted by
      the Companies Acts, auditors shall be appointed and their duties regulated
      in accordance with the Companies Acts, any other applicable law and such
      requirements not inconsistent with the Companies Acts as the Board may
      from time to time determine.

                     SERVICE OF NOTICES AND OTHER DOCUMENTS

141.  Any notice or other document (including a share certificate) may be served
      on or delivered to any Shareholder by the Company either personally or by
      sending it through

                                       57
<PAGE>

      the post (by airmail where applicable) in a pre-paid letter addressed to
      such Shareholder at his address as appearing in the Register or by
      delivering it to or leaving it at such registered address (by private air
      courier where applicable). In the case of joint holders of a share,
      service or delivery of any notice or other document on or to one of the
      joint holders shall for all purposes be deemed as sufficient service on or
      delivery to all the joint holders. Any notice or other document if sent by
      post shall be deemed to have been served or delivered seven days after it
      was put in the post, and in proving such service or delivery, it shall be
      sufficient to prove that the notice or document was properly addressed,
      stamped and put in the post.

142.  Any notice of a general meeting of the Company shall be deemed to be duly
      given to a Shareholder, or other person entitled to it, if it is sent to
      him by cable, telex, telecopier or other mode of representing or
      reproducing words in a legible and non-transitory form at his address as
      appearing in the Register or any other address given by him to the Company
      for this purpose. Any such notice shall be deemed to have been served
      twenty-four hours after its despatch.

143.  Any notice or other document delivered, sent or given to a Shareholder in
      any manner permitted by these Bye-Laws shall, notwithstanding that such
      Shareholder is then dead or bankrupt or that any other event has occurred,
      and whether or not the Company has notice of the death or bankruptcy or
      other event, be deemed to have been duly served or delivered in respect of
      any share registered in the name of such Shareholder as sole or joint
      holder unless his name shall, at the time of the service or delivery of
      the notice or document, have been removed from the Register as the holder
      of the share, and such service or delivery shall for all purposes be
      deemed as sufficient service or delivery of such notice or document on all
      persons interested (whether jointly with or as claiming through or under
      him) in the share.

                            DESTRUCTION OF DOCUMENTS

144.  The Company shall be entitled to destroy all instruments of transfer of
      shares which have been registered, and all other documents on the basis of
      which any entry is made in the

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      register, at any time after the expiration of six years from the date of
      registration thereof and all dividends mandates or variations or
      cancellations thereof and notifications of change of address at any time
      after the expiration of two years from the date of recording thereof and
      all share certificates which have been cancelled at any time after the
      expiration of one year from the date of cancellation thereof and all paid
      dividend warrants and cheques at any time after the expiration of one year
      from the date of actual payment thereof and all instruments of proxy which
      have been used for the purpose of a poll at any time after the expiration
      of one year from the date of such use and all instruments of proxy which
      have not been used for the purpose of a poll at any time after one month
      from the end of the meeting to which the instrument of proxy relates and
      at which no poll was demanded. It shall conclusively be presumed in favour
      of the Company that every entry in the register purporting to have been
      made on the basis of an instrument of transfer or other document so
      destroyed was duly and properly made, that every instrument of transfer so
      destroyed was a valid and effective instrument duly and properly
      registered, that every share certificate so destroyed was a valid and
      effective certificate duly and properly cancelled and that every other
      document hereinbefore mentioned so destroyed was a valid and effective
      document in accordance with the recorded particulars thereof in the books
      or records of the Company, provided always that:-

      (a)   the provisions aforesaid shall apply only to the destruction of a
            document in good faith and without notice of any claim (regardless
            of the parties thereto) to which the document might be relevant;

      (b)   nothing herein contained 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 other circumstances
            which would not attach to the Company in the absence of this
            Bye-Law; and

      (c)   references herein to the destruction of any document include
            references to the disposal thereof in any manner.

                              UNTRACED SHAREHOLDERS

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<PAGE>

145.  (1)   The Company shall be entitled to sell, at the best price reasonably
            obtainable, the shares of a Shareholder or the shares to which a
            person is entitled by virtue of transmission on death, bankruptcy,
            or otherwise by operation of law if and provided that:-

            (a)   during the period of twelve years prior to the date of the
                  publication of the advertisements referred to in paragraph (b)
                  below (or, if published on different dates, the first thereof)
                  at least three dividends in respect of the shares in question
                  have been declared and all dividend warrants and cheques which
                  have been sent in the manner authorised by these Bye-Laws in
                  respect of the shares in question have remained uncashed; and

            (b)   the Company shall as soon as practicable after expiry of the
                  said period of twelve years have inserted advertisements both
                  in a Bermuda daily newspaper and in a newspaper circulating in
                  the area of the last known address of such Shareholder or
                  other person giving notice of its intention to sell the
                  shares; and

            (c)   during the said period of twelve years and the period of three
                  months following the publication of the said advertisements
                  the Company shall have received no indication either of the
                  whereabouts or of the existence of such Shareholder or person;
                  and

            (d)   if the shares are listed on a Stock Exchange and such
                  notification is required by the rules and regulations of such
                  Stock Exchange, notice shall have been given to the Quotations
                  Department of such Stock Exchange of the Company's intention
                  to make such sale prior to the publication of advertisements.

            If during any twelve year period referred to in paragraph (a) above,
            further shares have been issued in right of those held at the
            beginning of such period or of any previously issued during such
            period and all the other requirements of this Bye-Law

                                       60
<PAGE>

      (other than the requirement that they be in issue for twelve years) have
      been satisfied in regard to the further shares, the Company may also sell
      the further shares.

(2)   To give effect to any such sale, the Board may authorise some person to
      execute an instrument of transfer of the shares sold to, or in accordance
      with the directions of, the purchaser and an instrument of transfer
      executed by that person shall be as effective as if it had been executed
      by the holder of, or person entitled by transmission to, the shares. The
      transferee 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
      in, or invalidity of, the proceedings in reference to the sale.

(3)   The net proceeds of sale shall belong to the Company which shall be
      obliged to account to the former Shareholder or other person previously
      entitled as aforesaid for an amount equal to such proceeds and shall enter
      the name of such former Shareholder or other person in the books of the
      Company as a creditor for such amount. No trust shall be created in
      respect of the debt, no interest shall be payable in respect of the same
      and the Company shall not be required to account for any money earned on
      the net proceeds, which may be employed in the business of the Company or
      invested in such investments as the Board from time to time thinks fit.

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<PAGE>

                                   WINDING UP

146.  If the Company shall be wound up, the liquidator may, with the sanction of
      a Resolution of the Company and any other sanction required by the
      Companies Acts, divide amongst the Shareholders in specie or kind the
      whole or any part of the assets of the Company (whether they shall consist
      of property of the same kind or not) and may for such purposes set such
      values as he deems fair upon any property to be divided as aforesaid and
      may determine how such division shall be carried out as between the
      Shareholders or different classes of Shareholders. The liquidator may,
      with the like sanction, vest the whole or any part of such assets in
      trustees upon such trust for the benefit of the contributories as the
      liquidator, with the like sanction, shall think fit, but so that no
      Shareholder shall be compelled to accept any shares or other assets upon
      which there is any liability.

                                    INDEMNITY

147.  Subject to the proviso below, every Director, Officer of the Company and
      member of a committee constituted under Bye-Law 104 and any Resident
      Representative shall be indemnified out of the funds of the Company
      against all liabilities, loss, damage or expense (including but not
      limited to liabilities under contract, tort and statute or any applicable
      foreign law or regulation and all reasonable legal and other costs and
      expenses properly payable) incurred or suffered by him as such Director,
      Officer, committee member or Resident Representative and the indemnity
      contained in this Bye-Law shall extend to any person acting as a Director,
      Officer, committee member or Resident Representative in the reasonable
      belief that he has been so appointed or elected notwithstanding any defect
      in such appointment or election PROVIDED ALWAYS that the indemnity
      contained in this Bye-Law shall not extend to any matter which would
      render it void pursuant to the Companies Acts.

148.  Every Director, Officer, member of a committee duly constituted under
      Bye-Law 104 or Resident Representative of the Company shall be indemnified
      out of the funds of the Company against all liabilities incurred by him as
      such Director, Officer, committee member or Resident Representative in
      defending any proceedings, whether civil or

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<PAGE>

      criminal, in which judgement is given in his favour, or in which he is
      acquitted, or in connection with any application under the Companies Acts
      in which relief from liability is granted to him by the court.

149.  To the extent that any Director, Officer, member of a committee duly
      constituted under Bye-Law 104 or Resident Representative is entitled to
      claim an indemnity pursuant to these Bye-Laws in respect of amounts paid
      or discharged by him, the relative indemnity shall take effect as an
      obligation of the Company to reimburse the person making such payment or
      effecting such discharge.

150.  Each Shareholder and the Company agree to waive any claim or right of
      action he or it may at any time have, whether individually or by or in the
      right of the Company, against any Director, Officer, or member of a
      committee duly constituted under Bye-Law 104 on account of any action
      taken by such Director, Officer, or member of a committee or the failure
      of such Director, Officer, or member of a committee to take any action in
      the performance of his duties with or for the Company PROVIDED HOWEVER
      that such waiver shall not apply to any claims or rights of action arising
      out of the fraud of such Director, Officer, or member of a committee duly
      constituted under Bye-Law 104 or to recover any gain, personal profit or
      advantage to which such Director, Officer, or member of a committee duly
      constituted under Bye-Law 104 is not legally entitled.

151.  Subject to the Companies Acts, expenses incurred in defending any civil or
      criminal action or proceeding for which indemnification is required
      pursuant to Bye-Laws 147 and 148 shall be paid by the Company in advance
      of the final disposition of such action or proceeding upon receipt of an
      undertaking by or on behalf of the indemnified party to repay such amount
      if it shall ultimately be determined that the indemnified party is not
      entitled to be indemnified pursuant to Bye-Laws 147 and 148 provided that
      no monies shall be paid hereunder unless payment of the same shall be
      authorised in the specific case upon a determination that indemnification
      of the Director or officer would be proper in the circumstances because he
      has met the standard of conduct which would entitle him to the
      indemnification thereby provided and such determination shall be made:

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<PAGE>

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

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

      (c)   by a majority vote of the Shareholders.

      Each Shareholder of the Company, by virtue of its acquisition and
      continued holding of a share, shall be deemed to have acknowledged and
      agreed that the advances of funds may be made by the Company as aforesaid,
      and when made by the Company under this Bye-Law 151 are made to meet
      expenditures incurred for the purpose of enabling such Director, Officer,
      or member of a committee duly constituted under Bye-Law 104 to properly
      perform his or her duties as an officer of the Company.

                                  AMALGAMATION

152.  Subject to Bye-Law 76A, any resolution proposed for consideration at any
      general meeting to approve the amalgamation of the Company with any other
      company, wherever incorporated, shall require the approval of a simple
      majority of the votes cast at the general meeting.

                                  CONTINUATION

153.  Subject to the Companies Acts, the Shareholders may, by Resolution, which
      shall require the affirmative vote of the simple majority of the votes
      cast at a general meeting, approve the discontinuation of the Company in
      Bermuda and the continuation of the Company in a jurisdiction outside
      Bermuda. The Shareholders, having resolved to approve the discontinuation
      of the Company, may by resolution further resolve not to proceed with any
      application to discontinue the Company in Bermuda or may vary such
      application as they see fit.

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<PAGE>

                             ALTERATION OF BYE-LAWS

154.  These Bye-Laws may be amended, from time to time by resolution of the
      Board, subject to approval by resolution at a General Meeting of the
      Shareholders except where an amendment is made to these Bye-Laws pursuant
      to Bye-Law 3.3 in which case the approval of the Shareholders shall not be
      required, but in any event subject to Bye-Law 76A (and to the extent any
      such matters may be considered voting, as provided in Bye-Laws 83A, 83B
      and 83C).

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<PAGE>

                                   [SCHEDULE 1

                         RIGHTS OF THE PREFERRED SHARES]

              [TO BE COMPLETED UPON ISSUANCE OF PREFERRED SHARES]

                                        2

<PAGE>

                                   SCHEDULE 2

                             RIGHTS OF SPECIAL SHARE

1.    The Special Share shall not be entitled to vote at, or be required to
      count towards the quorum of any meeting of the Shareholders, or a Class
      Meeting of Shareholders except as provided in the Bye-Laws, including
      without limitation Bye-Laws 54, 55, 58 and 76A.

2.    The Special Share is being held in trust by the Holder for the benefit of
      the Investors, the Qualified Shareholders and their respective direct or
      indirect transferees, as appropriate. The Special Share shall not be
      transferable except to a party acting with respect to the Special Share
      solely in the capacity of trustee for the Investors, Qualified
      Shareholders and their respective transferees, as appropriate.

3.    The Special Share shall not be entitled to participate in dividends and,
      on the winding up of the Company, the Holder shall only be entitled to the
      return of the par value that has been paid in respect of the Special
      Share.

4.    The Holder shall be entitled:

      (a)   prior to the Conversion Date and from and after the Conversion Date
            during the Post-Conversion Period, to vote on the matters provided
            for in Bye-Laws 76A(3)(e) and (j) (and to the extent any such
            matters may be considered voting, as provided in Bye-Laws 83A, 83B
            83C); and

      (b)   prior to the Conversion Date and from and after the Conversion Date
            during the Post-Conversion Period, to vote on any of the matters set
            out in Bye-Laws 76A(3)(a) to (d) inclusive, 76A(3)(f) to (i)
            inclusive and 76A(3)(k) to (m) inclusive, all of which require its
            prior consent in writing pursuant to Bye-Law 76A(2); and

      (c)   before the Conversion Date and from and after the Conversion Date
            during the Post-Conversion Period to increase the exact number of
            Directors constituting the Board

                                        3

<PAGE>

            from time to time to any number up to thirteen and to appoint,
            remove and replace Directors, in the manner provided for in Bye-Laws
            83A, 83B and 83C.

5.    The Special Share may be repurchased at par, at the option of the Company,
      upon 15 days notice in writing to the Holder, at any time on and from a
      Redemption Date.

6.    Subject to the Bermuda Companies Acts, any vote of the Special Share may
      be expressed in the form of a written consent.

7.    The Special Share, and the Holder, shall also have all such other rights,
      privileges and remedies as are specifically provided therefore in the
      Bye-Laws.

                                        4