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                                                                  EXHIBIT 3.28.2


                              GENERAL BY-LAW NO. 1


          A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF:
                        DECRANE INTERNATIONAL SALES, INC.

     BE IT ENACTED as the general by-law of DECRANE INTERNATIONAL SALES, INC.
(hereinafter called the "Company") as follows:

1.   INTERPRETATION

1.1  In this by-law and all other by-laws of the Company, unless the context
     otherwise requires:

     (a) "Act" means the Companies Act Cap. 308 as from time to time amended and
every statute substituted therefor and, in the case of such substitution, any
references in the by-laws of the Company to provisions of the Act shall be read
as references to the substituted provisions therefor in the new statute or
statutes;

     (b) "Regulations" means any Regulations made under the Act, and every
regulation substituted therefor and, in the case of such substitution, any
references in the by-laws of the Company to provisions of the Regulations shall
be read as references to the substituted provisions therefor in the new
regulations;

     (c) "By-laws" means any by-law of the Company from time to time in force;

     (d) all terms contained in the by-laws and defined in the Act or the
Regulations shall have the meanings given to such terms in the Act or the
Regulations; and

     (e) the singular includes the plural and the plural includes the singular;
the masculine gender includes the feminine and neuter genders; the word "person"
includes bodies corporate, companies, partnerships, syndicates, trusts and any
association of persons; and the word "individual" means a natural person.

2.   REGISTERED OFFICE

2.1  The registered office of the Company shall be in Barbados at such address
as the directors may fix from time to time by resolution.

3.   SEAL

3.1  The common seal of the Company shall be such as the directors may by
resolution from time to time adopt.

4.   DIRECTORS

4.1  POWERS: Subject to any unanimous shareholder agreement, the business and
affairs of the Company shall be managed by the directors.

4.2  NUMBER: There shall be a minimum of two directors and a maximum of eight
directors.

4.3  ELECTION: Directors shall be elected by the shareholders on a show of hands
unless a ballot is demanded in which case such election shall be by ballot.

4.4  TENURE: Unless his tenure is sooner determined, a director shall hold
office from the date on which he is elected or appointed until the close of the
annual meeting of the shareholders next following but he shall be eligible for
re-election if qualified.

4.4.1 OFFICER TO CONTINUE AS A DIRECTOR: A director who is also an officer shall
continue to be a director until he ceases to be an officer.

4.4.2 Director's appointment to cease in certain circumstances: A director shall
cease to be a director:

     (a) if he becomes bankrupt or compounds with his creditors or is declared
insolvent;


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     (b) if he is found to be of unsound mind; or

     (c) if by notice in writing to the Company he resigns his office and any
such resignation shall be effective at the time it is sent to the Company or
at the time specified in the notice, whichever is later.

4.4.3 SHAREHOLDERS MAY REMOVE ANY DIRECTOR: The shareholders of the Company may,
by ordinary resolution passed at a special meeting of the shareholders, remove
any director from office and a vacancy created by the removal of a director may
be filled at the meeting of the shareholders at which the director is removed.

4.5 CASUAL VACANCY AMONG THE DIRECTORS: Where there is any vacancy or vacancies
among the directors, the directors then in office may exercise all of the powers
of the directors so long as a quorum of the directors remain in office. Any
vacancy occurring among the directors may be filled, for the remainder of the
term, by such directors.

4.6 COMMITTEES OF DIRECTORS: The directors may appoint from among their number a
committee of directors and subject to section 80(2) of the Act may delegate to
such committee any of the powers of the directors.

4.7 ALTERNATE DIRECTORS: The directors may appoint any person, who is nominated
by a director, to be the alternate of that director to act in his place at any
meeting of the directors at which he is unable to be present. Every such
alternate shall be entitled to notice of meetings of the directors and to attend
and vote thereat as a director when the person appointing him is not personally
present, and where he is a director to have a separate vote on behalf of the
director he is representing in addition to his own vote. A director may at any
time in writing request the revocation by the directors of the appointment of an
alternate nominated by him. Every such alternate shall be an agent of the
Company and shall not be deemed to be the agent of the director nominating him.
The remuneration (if any) of such an alternate shall be payable out of the
remuneration (if any) payable to the director nominating him, and the proportion
thereof shall be agreed between them. An alternate need not hold any share
qualification.

5.   BORROWING POWERS OF DIRECTORS

5.1  General powers: The directors may from time to time:

     (a) borrow money upon the credit of the Company;

     (b) issue, reissue, sell or pledge debentures of the Company;

     (c) subject to section 53 of the Act, give a guarantee on behalf of the
Company to secure performance of an obligation of any person; and

     (d) mortgage, charge, pledge or otherwise create a security interest in all
or any property of the Company, owned or subsequently acquired, to secure any
obligation of the Company.

5.2 POWERS OF DIRECTORS TO DELEGATE: The directors may from time to time by
resolution delegate to any officer of the Company all or any of the powers
conferred on the directors by paragraph 5.1 hereof to the full extent thereof or
such lesser extent as the directors may in any such resolution provide.

5.3 POWERS OF BORROWING BY-LAW NOT SUBSTITUTED: The powers conferred by
paragraph 5.1 hereof shall be in supplement of and not in substitution for any
powers to borrow money for the purposes of the Company possessed by its
directors or officers independently of a borrowing by-law.

6.   MEETINGS OF DIRECTORS

6.1  PLACE OF MEETING: Meetings of the directors and of any conimiuee of the
directors may be held within or outside Barbados.

6.2 NOTICE: A meeting of the directors may be convened at any time by any
director or the Secretary, when directed or authorized by any director. Subject
to subsection 76(l) of the Act the notice of any such meeting need not specify
the purpose of or the business to be transacted at the meeting. Notice of any
such meeting shall be served in the manner specified in paragraph 18.1 hereof
not less than two days (exclusive of the day on which the notice is delivered or
sent but inclusive of the day for which notice is given) before the meeting is
to take place. A director may in any manner waive notice of a meeting of the
directors and attendance of a director at a meeting of the


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directors shall constitute a waiver of notice of the meeting except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.

6.2.1 NOTICE TO NEWLY ELECTED OR APPOINTED DIRECTOR: It shall not be necessary
to give notice of a meeting of the directors to a newly elected or appointed
director for a meeting held immediately following the election of directors by
the shareholders or the appointment to fill a vacancy among the directors.

6.3 QUORUM: Two directors shall form a quorum for the transaction of business
and, notwithstanding any vacancy among the directors, a quorum may exercise all
the powers of the directors. No business shall be transacted at a meeting of
directors unless a quorum is present.

6.3.1 PARTICIPATION BY TELEPHONE: A director may, if all the directors consent,
participate in a meeting of directors or of any committee of the directors by
means of such telephone or other communications facilities as permit all persons
participating in the meeting to hear each other and a director participating in
such a meeting by such means is deemed to be present at that meeting.

6.4 VOTING: Questions arising at any meeting of the directors shall be decided
by a majority of votes. In case of an equality of votes the chairman of the
meeting in addition to his original vote shall have a second or casting vote.

6.5 RESOLUTION IN LIEU OF MEETING: Notwithstanding any of the foregoing
provisions of this by-law a resolution in writing signed by all the directors
entitled to vote on that resolution at a meeting of the directors or any
committee of the directors is as valid as if it had been passed at a meeting of
the directors or any committee of the directors.

7.   REMUNERATION OF DIRECTORS

7.1 The remuneration to be paid to the directors shall be such as the directors
may from time to time determine and such remuneration may be in addition to the
salary paid to any officer or employee of the Company who is also a director.
The directors may also award special remuneration to any director undertaking
any special services on the Company's behalf other than the routine work
ordinarily required of a director and the confirmation of any such resolution or
resolutions by the shareholders shall not be required. The directors shall also
be entitled to be paid their traveling and other expenses properly incurred by
them in connection with the affairs of the Company.

8.   SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL

8.1 The directors in their discretion may submit any contract, act or
transaction for approval or ratification at any annual meeting of the
shareholders or at any special meeting of the shareholders called for the
purpose of considering the same and, subject to the provisions of section 89 of
the Act, any such contract, act or transaction that is approved or ratified or
confirmed by a resolution passed by a majority of the votes cast at any such
meeting (unless any different or additional requirement is imposed by the Act or
by the Company's articles or any other by-law) shall be as valid and as binding
upon the Company and upon all the shareholders as though it had been approved,
ratified or confirmed by every shareholder of the Company.

9.   FOR THE PROTECTION OF DIRECTORS AND OFFICERS

9.1  LIMITATION OF LIABILITY OF DIRECTOR OR OFFICER: No director or officer of
the Company shall be liable to the Company for:

     (a) the acts, receipts, neglects or defaults of any other director or
officer or employee or for joining in any receipt or act for conformity;

     (b) any loss, damage or expense incurred by the Company through the
insufficiency or deficiency of title to any property acquired by the Company or
for or on behalf of the Company;

     (c) the insufficiency or deficiency of any security in or upon which any of
the moneys of or belonging to the Company shall be placed out or invested;

     (d) any loss or damage arising from the bankruptcy, insolvency or tortuous
act of any person, including any person with whom any moneys, securities or
effects shall be lodged or deposited;

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     (e) any loss, conversion, misapplication or misappropriation of or any
damage resulting from any dealings with any moneys, securities or other assets
belonging to the Company;

     (f) any other loss, damage or misfortune whatever which may happen in the
execution of the duties of his respective office or trust or in relation
thereto;

unless the same happens by or through his failure to exercise the powers and to
discharge the duties of his office honestly and in good faith with a view to the
best interests of the Company and in connection therewith to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.

9.2 NO RELIEF FOR BREACHES OF ACT OR REGULATIONS: Nothing herein contained shall
relieve a director or officer from the duty to act in accordance with the Act or
Regulations made thereunder or relieve him from liability for a breach thereof.

9.2.1 DIRECTORS TO AUTHORIZE OR APPROVE CONTRACTS, ACTS AND TRANSACTIONS: The
directors for the time being of the Company shall not be under any duty or
responsibility in respect of any contract, act or transaction whether or not
made, done or entered into in the name or on behalf of the Company, except such
as are submitted to and authorized or approved by the directors.

9.2.2 ENTITLEMENT TO REMUNERATION FOR SERVICES: If any director or officer of
the Company is employed by or performs services for the Company otherwise than
as a director or officer or is a member of a firm or a shareholder, director or
officer of a body corporate which is employed by or performs services for the
Company, the fact of his being a shareholder, director or officer of the Company
shall not disentitle such director or officer or such firm or body corporate, as
the case may be, from receiving proper remuneration for such services.

10.  INDEMNITIES TO DIRECTORS AND OFFICERS

10.1 Subject to section 97 of the Act, except in respect of an action by or on
behalf of the Company to obtain a judgment in its favor, the Company shall
indemnify a director or officer of the Company, a former director or officer of
the Company or a person who acts or acted at the Company's request as a director
or officer of a body corporate of which the Company is or was a shareholder or
creditor, and his personal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer of such company, if:

     (a) he acted honestly and in good faith with a view to the best interests
of the Company; and

     (b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing that
his conduct was lawful.

II.  OFFICERS

11.1 APPOINTMENT: The directors shall as often as may be required appoint a
Secretary and, if deemed advisable, may as often as may be required appoint any
or all of the following officers: a Chairman, a Deputy Chairman, a Managing
Director, a President, one or more Vice-Presidents, a Treasurer, one or more
Assistant Secretaries or one or more Assistant Treasurers. A director may be
appointed to any office of the Company but none of the officers except the
Chairman, the Deputy Chairman, the Managing Director, the President and
Vice-President need be a director. Two or more of the aforesaid offices may be
held by the same person. In case and whenever the same person holds the offices
of Secretary and Treasurer he may but need not be known as the
Secretary-Treasurer. The directors may from time to time appoint such other
officers and agents as they deem necessary who shall have such authority and
shall perform such duties as may from time to time be prescribed by the
directors.

11.2 REMUNERATION: The remuneration of all officers appointed by the directors
shall be determined from time to time by resolution of the directors. The fact
that any officer or employee is a director or shareholder of the Company shall
not disqualify him from receiving such remuneration as may be determined.

11.3 POWERS AND DUTIES: All officers shall sign such contracts, documents or
instruments in writing as require their respective signatures and shall
respectively have and perform all powers and duties incident to their respective
offices and such other powers and duties respectively as may from time to time
be assigned to them by the directors.


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11.4 DELEGATION: In case of the absence or inability to act of any officer of
the Company except a Managing Director or for any other reason that the
directors may deem sufficient the directors may delegate all or any of the
powers of such officer to any other officer or to any director.

11.5 CHAIRMAN: A Chairman shall, when present, preside at all meetings of the
directors, and any committee of the directors or the shareholders.

11.6 DEPUTY CHAIRMAN: If the Chairman is absent or is unable to or refuses to
act, the Deputy Chairman (if any) shall, when present, preside at all meetings
of the directors, and any committee of the directors, or the shareholders.

11.7 MANAGING DIRECTOR: A Managing Director shall exercise such powers and have
such authority as may be delegated to him by the directors in accordance with
the provisions of section 80 of the Act.

11.8 PRESIDENT: A President shall be the Chief Executive Officer of the Company.
He shall be vested with and may exercise all the powers and shall perform all
the duties of a Chairman and Deputy Chairman if none be appointed or if the
Chairman and the Deputy Chairman are absent or are unable or refuse to act.

11.9 VICE-PRESIDENT: A Vice-President or, if more than one, the Vice-Presidents,
in order of seniority, shall be vested with all the powers and shall perform all
the duties of the President in the absence or inability or refusal to act of the
President.

11.10 SECRETARY: The Secretary shall give or cause to be given notices for all
meetings of the directors, any committee of the directors and the shareholders
when directed to do so and shall have charge of the minute books and seal of the
Company and, subject to the provisions of paragraph 14.1 hereof, of the records
(other than accounting records) referred in section 170 of the Act.

11.11 TREASURER: Subject to the provisions of any resolution of the directors, a
Treasurer shall have the care and custody of all the funds and securities of the
Company and shall deposit the same in the name of the Company in such bank or
banks or with such other depositary or depositories as the directors may direct.
He shall keep or cause to be kept the accounting records referred to in section
172 of the Act. He may be required to give such bond for the faithful
performance of his duties as the directors in their uncontrolled discretion may
require but no director shall be liable for failure to require any such bond or
for the insufficiency of any such bond or for any loss by reason of the failure
of the Company to receive any indemnity thereby provided.

11.12 ASSISTANT SECRETARY AND ASSISTANT TREASURER: The Assistant Secretary or,
if more than one, the Assistant Secretaries in order of seniority, and the
Assistant Treasurer or, if more than one, the Assistant Treasurers in order of
seniority, shall respectively perform all the duties of the Secretary and the
Treasurer, respectively, in the absence or inability or refusal to act of the
Secretary or the Treasurer, as the case may be.

11.13 GENERAL MANAGER OR MANAGER: The directors may from time to time appoint
one or more General Managers or Managers and may delegate to him or them full
power to manage and direct the business and affairs of the Company (except such
matters and duties as by law must be transacted or performed by the directors or
by the shareholders) and to employ and discharge agents and employees of the
Company or may delegate to him or them any lesser authority. A General Manager
or Manager shall conform to all lawful orders given to him by the directors of
the Company and shall at all reasonable times give to the directors or any of
them all information they may require regarding the affairs of the Company. Any
agent or employee appointed by the General Manager of Manager may be discharged
by the directors.

11.14 VACANCIES: If the office of any officer of the Company becomes vacant by
reason of death, resignation, disqualification or otherwise, the directors by
resolution shall, in the case of the Secretary, and may, in the case of any
other office, appoint a person to fill such vacancy.

12.  SHAREHOLDERS' MEETINGS

12.1 ANNUAL MEETING: Subject to the provisions of section 105 of the Act, the
annual meeting of the shareholders shall be held on such day in each year and at
such time as the directors may be resolution determine at any place within
Barbados or, if all the shareholders entitled to vote at such meeting so agree,
outside Barbados.


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12.2 SPECIAL MEETINGS: Special meetings of the shareholders may be convened by
order of the Chairman, the Deputy Chairman, the Managing Director, the
President, a Vice-President or by the directors at any date and time and at any
place within Barbados or, if all the shareholders entitled to vote at such
meeting so agree, outside Barbados.

12.2.1 REQUISITIONING OF MEETING BY SHAREHOLDERS: The directors shall, on the
requisition of the holders of not less than five percent of the issued shares of
the Company that carry a right to vote at the meeting requisitioned, forthwith
convene a meeting of shareholders, and in the case of such requisition the
following provisions shall have effect:

     (1) The requisition must state the purposes of the meeting and must be
signed by the requisitionists and deposited at the Registered Office, and may
consist of several documents in like form each signed by one or more of the
requisitionists.

     (2) If the directors do not, within twenty-one days from the date of the
requisition being so deposited, proceed to convene a meeting, the
requisitionists or any of them may themselves convene the meeting, but any
meeting so convened shall not be held after three months from the date of such
deposit.

     (3) Unless subsection (3) of section 129 of the Act applies, the directors
shall be deemed not to have duly convened the meeting if they do not give such
notice as is required by the Act within fourteen days from the deposit of the
requisition.

     (4) Any meeting convened under this paragraph by the requisitionists shall
be called as nearly as possible in the manner in which meetings are to be called
pursuant to the by-laws and Divisions E and F of Part I of the Act.

     (5) A requisition by joint holders of shares must be signed by all such
holders.

12.3 NOTICE: A printed, written or typewritten notice stating the day, hour and
place of meeting shall be given by serving such notice on each shareholder
entitled to vote at such meeting on each director and on the auditor of the
Company in the manner specified in paragraph 18.1 hereof, not less than
twenty-one days or more than fifty days (in each case exclusive of the day for
which notice is given) before the date of the meeting. Notice of a meeting at
which special business is to be transacted shall state (a) the nature of that
business in sufficient detail to permit the shareholder to form a reasoned
judgment thereon, and (b) the text of any special resolution to be submitted to
the meeting.

12.4 WAIVER OF NOTICE: A shareholder and any other person entitled to attend a
meeting of shareholders may in any marmer waive notice of a meeting of
shareholders and attendance of any such person at a meeting of shareholders
shall constitute a waiver of notice of the meeting except where such person
attends a meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called.

12.5 OMISSION OF NOTICE: The accidental omission to give notice of any meeting
or any irregularity in the notice of any meeting or the non-receipt of any
notice by any shareholder, director or the auditor of the Company shall not
invalidate any resolution passed or any proceedings taken at any meeting of the
shareholders.

12.6 VOTES: Every question submitted to any meeting of shareholders shall be
decided in the first instance by a show of hands unless a person entitled to
vote at the meeting has demanded a ballot and, if the articles so provide, in
the case of an equality of votes the chairman of the meeting shall on a ballot
have a casting vote in addition to any votes to which he may otherwise be
entitled.

12.6.1 ENTITLEMENT TO VOTE: At every meeting at which he is entitled to vote,
every shareholder, proxy holder or individual authorized to represent a
shareholder who is present in person shall have one vote on a show of hands.
Upon a ballot at which he is entitled to vote, every shareholder, proxy holder
or individual authorized to represent a shareholder shall, subject to the
articles, have one vote for every share held by the shareholder.

12.6.2 DECLARATION BY CHAIRMAN TO BE CONCLUSIVE: At any meeting unless a ballot
is demanded, a declaration by the chairman of the meeting that a resolution has
been carried or carried unanimously or by a particular majority or lost or not
carried by a particular majority shall be conclusive evidence of the fact.


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12.6.3 PROCEDURE FOR SELECTING ALTERNATIVE CHAIRMAN: When the Chairman, the
Deputy Chairman, the President and the Vice-President are absent, the persons
who are present and entitled to vote shall choose another director as chairman
of the meeting; but if no director is present or all the directors present
decline to take the chair, the persons who are present and entitled to vote
shall choose one of their number to be chairman.

12.6.4 BALLOT MAY BE DEMANDED: A ballot may, either before or after any vote by
a show of hands, be demanded by any person entitled to vote at the meeting. If
at any meeting a ballot is demanded on the election of a chairman or on the
question of adjournment it shall be taken forthwith without adjournment. If at
any meeting a ballot is demanded on any other question or as to the election of
directors, the vote shall be taken by ballot in such a manner and either at
once, later in the meeting or after adjournment as the chairman of the meeting
directs. The result of a ballot shall be deemed to be the resolution of the
meeting at which the ballot was demanded. A demand for a ballot may be
withdrawn.

12.6.5 VOTING BY JOINT SHAREHOLDERS: If two or more persons hold shares jointly,
one of those holders present at a meeting of shareholders may, in the absence of
the other, vote the shares; but if two or more of those persons who are present,
in person or by proxy vote, they must vote as one on the shares jointly held by
them.

12.7 PROXIES: Votes at meetings of shareholders may be given either personally
or by proxy or, in the case of a shareholder who is a body corporate or
association, by an individual authorized by a resolution of the directors or
governing body of that body corporate or association to represent it at meetings
of shareholders of the Company.

12.7.1 EXECUTION AND VALIDITY OF PROXY: A proxy shall be executed by the
shareholder or his attorney authorized in writing and is valid only at the
meeting is respect of which it is given or any adjournment thereof.

12.7.2 APPOINTEE NEED NOT BE SHAREHOLDER: A person appointed by proxy need not
be a shareholder.

12.7.3 FORM OF PROXY: Subject to the provisions of Part V of the Regulations, a
proxy may be in the following form:

       The undersigned shareholder of DECRANE INTERNATIONAL SALES, INC. hereby
       appoints [Name of appointee] of [Address of appointee], or failing him,
       [Name of alternate appointee] of [Address of alternate appointee] as the
       nominee of the undersigned to attend and act for the undersigned and on
       behalf of the undersigned at the [Annual or Special, as the case may be]
       Meeting of the shareholders of the said Company to be held on the day of
       20 and at any adjournment or adjournments thereof in the same manner, to
       the same extent and with the same powers as if the undersigned were
       present at the said meeting or such adjournment or adjournments thereof.

       DATED this                day of                                20   .
                  --------------        ------------------------------   ---

       Signature of shareholder
                                ------------------------------------------------

12.8 ADJOURNMENT: The chairman of any meeting may with the consent of the
meeting adjourn the same from time to time to a fixed time and place and no
notice of such adjournment need be given to the shareholders unless the meeting
is adjourned by one or more adjournments for an aggregate of thirty days or more
in which case notice of the adjourned meeting shall be given as for an original
meeting. Any business that might have been brought before or dealt with at the
original meeting in accordance with the notice calling the same may be brought
before or dealt with at any adjourned meeting for which no notice is required.

12.9 QUORUM: Subject to the Act, except in the case of a Company having only one
shareholder, a quorum for the transaction of business at any meeting of the
shareholders shall be two persons present in person, each being either a
shareholder entitled to vote thereat, or a duly appointed proxy holder or
representative of a shareholder so entitled. If a quorum is present at the
opening of any meeting of the shareholders, the shareholders present or
represented may proceed with the business of the meeting notwithstanding a
quorum is not present throughout the meeting. If a quorum is not present within
30 minutes of the time fixed for a meeting of shareholders, the persons present
and entitled to vote may adjourn the meeting to a fixed time and place but may
not transact any other business.


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12.10 RESOLUTION IN LIEU OF MEETING: Notwithstanding any of the foregoing
provisions of this by-law a resolution in writing signed by all the shareholders
entitled to vote on that resolution at a meeting of the shareholders is, subject
to section 128 of the Act, as valid as if it had been passed at a meeting of the
shareholders.

13.  SHARES

13.1 ALLOTMENT AND ISSUANCE: Subject to the Act, the articles and any unanimous
shareholder agreement, shares in the capital of the Company may be allotted and
issued by resolution of the directors at such times and on such terms and
conditions and to such persons or class of persons as the directors determine.

13.2 CERTIFICATES: Share certificates and the form of share transfer shall
(subject to section 181 of the Act) be in such form as the directors may by
resolution approve and such certificates shall be signed by a Chairman or a
Deputy Chairman or a Managing Director or a President or a Vice President and
the Secretary or an Assistant Secretary holding office at the time of signing.

13.2.1 ISSUANCE OF REPLACEMENT CERTIFICATE: The directors or any agent
designated by the directors may in their or his discretion direct the issuance
of a new share or other such certificate in lieu of and upon cancellation of a
certificate that has been mutilated or in substitution for a certificate claimed
to have been lost, destroyed or wrongfully taken, on payment of such reasonable
fee and on such terms as to inderimity, reimbursement of expenses and evidence
of loss and of title as the directors may from time to time prescribe, whether
generally or in any particular case.

14.  TRANSFER OF SHARES AND DEBENTURES

14.1 TRANSFER: The shares or debentures of a company may be transferred by a
written instrument of transfer signed by the transferor and naming the
transferee.

14.2 REGISTERS: Registers of shares and debentures issued by the Company shall
be kept at the registered office of the Company or at such other place in
Barbados as may from time to time be designated by resolution of the directors.

14.3 SURRENDER OF CERTIFICATES: Subject to section 179 of the Act, no transfer
of shares or debentures shall be registered unless or until the certificate
representing the shares or debentures to be transferred has been surrendered for
cancellation.

14.4 SHAREHOLDER INDEBTED TO THE COMPANY: If so provided in the articles, the
Company has a lien on a share registered in the name of a shareholder or his
personal representative for a debt of that shareholder to the Company. By way of
enforcement of such lien the directors may refuse to permit the registration of
a transfer of such share.

15.  DIVIDENDS

15.1 DIRECTORS MAY DECLARE DIVIDENDS: The directors may from time to time by
resolution declare and the Company may pay dividends on the issued and
outstanding shares in the capital of the Company subject to the provisions (if
any) of the articles and sections 51 and 52 of the Act.

15.1.1 DIVIDENDS TO JOINT SHAREHOLDERS: in case several persons are registered
as the joint holders of any shares, any one of such persons may give effectual
receipts for all dividends and payments on account of dividends.

16.  VOTING IN OTHER COMIPANIES

16.1 All shares or debentures carrying voting rights in any other body corporate
that are held from time to time by the Company may be voted at any and all
meetings of shareholders, debenture holders (as the case may be) of such other
body corporate and in such manner and by such person or persons as the directors
of the Company shall from time to time determine. The officers of the Company
may for and on behalf of the Company from time to time:

     (a) execute and deliver proxies; and

     (b) arrange for the issuance of voting certificates or other evidence of
the right to vote; in such names as they may determine without the necessity of
a resolution or other action by the directors.


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17.  INFORMATION AVAILABLE TO SHAREHOLDERS

17.1 DIRECTORS MAY RESTRICT INFORMATION TO SHAREHOLDERS: Except as provided by
the Act, no shareholder shall be entitled to any information respecting any
details or conduct of the Company's business which in the opinion of the
directors it would be inexpedient in the interests of the Company to communicate
to the public.

17.2 DIRECTORS MAY PROVIDE ACCESS TO RECORDS: The directors may from time to
time, subject to rights conferred by the Act, determine whether and to what
extent and at what time and place and under what conditions or regulations the
documents, books and registers and accounting records of the Company or any of
them shall be open to the inspection of shareholders and no shareholder shall
have any right to inspect any document or book or register or accounting record
of the Company except as conferred by statute or authorized by the directors or
by a resolution of the shareholders.

18.  NOTICES

18.1 METHOD OF GIVING NOTICE: Any notice or other document required by the Act,
the Regulations, the articles or the by-laws to be sent to any shareholder,
debenture holder, director or auditor may be delivered personally or sent by
prepaid mail or cable or telex to any such person at his latest address as shown
in the records of the Company or its transfer agent and to any such director at
his latest address as shown in the records of the Company or in the latest
notice filed under section 66 or 74 of the Act, and to the auditor at his
business address.

18.2 WAIVER OF NOTICE: Notice may be waived or the time for the notice may be
waived or abridged at any time with the consent in writing of the person
entitled thereto.

18.3 UNDELIVERED NOTICES: If a notice or document is sent to a shareholder or
debenture holder by prepaid mail in accordance with this paragraph and the
notice or document is returned on three consecutive occasions because the
shareholder or debenture holder cannot be found, it shall not be necessary to
send any further notices or documents to the shareholder or debenture holder
until he informs the Company in writing of his new address.

18.4 SHARES AND DEBENTURES REGISTERED IN MORE THAN ONE NAME: All notices or
other documents with respect to any shares or debentures registered in more than
one name shall be given to whichever of such persons is named first in the
records of the Company and any notice or other document so given shall be
sufficient notice or delivery to all the holders of such shares or debentures.

18.5 PERSONS BECOMING ENTITLED BY OPERATION OF LAW: Subject to section 184 of
the Act, every person who by operation of law, transfer or by any other means
whatsoever becomes entitled to any share is bound by every notice or other
document is respect of such share that, previous to his name and address being
entered in the records of the Company is duly given to the person from whom he
derives his title to such share.

18.6 DECEASED SHAREHOLDERS: Subject to section 184 of the Act, any notice or
other document delivered or sent by prepaid mail, cable or telex or left at the
address of any shareholder as the same appears in the records of the Company
shall, notwithstanding that such shareholder is deceased, and whether or not the
Company has notice of his death, be deemed to have been duly served in respect
of the shares held by him (whether solely or with any other person) until some
other person is entered in his stead in the records of the Company as the holder
or one of the holders thereof and such service shall for all purposes be deemed
a sufficient service of such notice or document on his personal representatives
and on all persons, if any interested with him in such shares.

18.7 SIGNATURE TO NOTICES: The signature of any director or officer of the
Company to any notice or document to be given by the Company may be written,
stamped, typewritten or printed or partly written, stamped, typewritten or
printed.

18.8 COMPUTATION OF TIME: Where a notice extending over a number of days or
other period is required under any provisions of the articles or the by-laws the
day of sending the notice shall, unless it is otherwise provided, be counted in
such number of days or other period.

18.9 PROOF OF SERVICE: Where a notice required under paragraph 18.1 hereof is
delivered personally to the person to whom it is addressed or delivered to his
address as mentioned in paragraph 18.1 hereof, service shall be deemed to be at
the time of delivery of such notice.


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18.9.1 NOTICE BY POST: Where such notice is sent by post, service of the notice
shall be deemed to be effected forty-eight hours after posting if the notice was
properly addressed and posted by prepaid mail.

18.9.2 NOTICE BY CABLE OR TELEX: Where the notice is sent by cable or telex,
service is deemed to be effected on the date on which the notice is so sent.

18.9.3 CERTIFICATE OF OFFICER CONCLUSIVE EVIDENCE: A certificate of an officer
of the Company in office at the time of the making of the certificate or of any
transfer agent of shares of any class of the Company as to facts in relation to
the delivery or sending of any notice shall be conclusive evidence of those
facts.

19.  CHEQUES, DRAFTS AND NOTES

19.1 All cheques, drafts or orders for the payment of money and all notes and
acceptances and bills of exchange shall be signed by such officers or persons
and in such manners as the directors may from time to time designate by
resolution.

20.  EXECUTION OF INSTRUMENTS

20.1 SIGNATURE OF THE COMPANY: Contracts, documents or instruments in writing
requiring the signature of the Company may be signed by:

     (a) a Chairman, a Deputy Chairman, a Managing Director, a President or a
Vice-President together with the Secretary or the Treasurer, or

     (b) any two directors

     and all contracts, documents and instruments in writing so signed shall be
     binding upon the Company without any further authorization or formality.
     The directors shall have power from time to time by resolution to appoint
     any officers or persons on behalf of the Company either to sign
     certificates for shares in the Company and contracts, documents and
     instruments in writing generally to sign specific contracts, documents or
     instruments in writing.

20.1.1 USE OF COMMON SEAL: The common seal of the Company may be affixed to
contracts, documents and instruments in writing signed as aforesaid or by any
officers or persons specified in paragraph 20.1 hereof.

20.1.2 DELEGATION OF AUTHORITY TO SIGN AND EXECUTE: Subject to section 134 of
the Act:

     (a) a Chairman, a Deputy Chairman, a Managing Director, a President or a
Vice-President together with the Secretary or the Treasurer, or

     (b) any two directors

     shall have the authority to sign and execute (under the seal of the Company
     or otherwise) all instruments that may be necessary for the purpose of
     selling, assigning, transferring, exchanging, converting or conveying any
     such shares, stocks, bonds, debentures, rights, warrants or other
     securities.

21.  SIGNATURES

21.1 The signature of a Chairman, a Deputy Chairman, a Managing Director, a
President, a Vice-President, the Secretary, the Treasurer, an Assistant
Secretary or an Assistant Treasurer or any director of the Company or of any
officer or person, appointed pursuant to paragraph 20 hereof by resolution of
the directors may, if specifically authorized by resolution of the directors, be
printed, engraved, lithographed or otherwise mechanically reproduced upon any
certificate for shares in the Company or contract, document or instrument in
writing, bond, debenture or other security of the Company executed or issued by
or on behalf of the Company. Any document or instrument in writing on which the
signature of any such officer or person is so reproduced shall be deemed to have
been manually signed by such officer or person whose signature is so reproduced
and shall be as valid to all intents and purposes as if such document or
instrument in writing had been signed manually and notwithstanding that the
officer or person whose signature is so reproduced has ceased to hold office at
the date on which such document or instrument in writing is delivered or issued.


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22.  FINANCIAL YEAR

22.1 The fiscal year end of the company shall conform to the taxable year of its
principal shareholder(s)

     ENACTED this 3rd day of January, 2000


                                (Corporate Seal)




/s/ R. JACK DECRANE                          /s/ RICHARD J. KAPLAN
-------------------------------              -----------------------------------
R. Jack DeCrane                              Richard J. Kaplan
Chairman                                     Secretary


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