BYE-LAWS

                                    OF

                   ATLANTIC CENTRAL ENTERPRISES LIMITED



I HEREBY CERTIFY that the within-written Bye-Laws are a true copy of the Bye-
Laws of Atlantic Central Enterprises Limited approved at a Special General
Meeting of the Members of the above Company on the 20th day of November, 1996.


                                      /s/ Judith Collis
                                      Director







                         Appleby-Spurling & Kempe-
                               Cedar House-
                             41 Cedar Avenue-
                              Hamilton HM 12-
                                  Bermuda


<PAGE>
                   ATLANTIC CENTRAL ENTERPRISES LIMITED

                                   INDEX
<TABLE>
<CAPTION>

Bye-Law Subject                                                     Page
------- -------                                                     -----
<S>           <C>                                                         <C>

1       Interpretation                                              1

2       Registered Office                                           2

3-4           Share Capital and Share Rights                              2-3

5-6           Modification of Rights                                      3

7-9           Shares                                                      4

10-12         Certificates                                                4-5

13-15         Lien                                                        5-6

16-21         Calls on Shares                                             6-7

22-28         Forfeiture of Shares                                        7-8

29            Register of Members, Directors and Officers                 9

30-33         Transfer of Shares                                          9-10

34-37         Transmission of Shares                                      10-12

38-40         Increase of Capital                                         12

41-42         Alteration of Capital                                       12-13

43-44         Reduction of Capital                                        13

45            General Meetings                                            13

46-47         Notice of General Meetings                                  14

48-53         Proceedings at General Meetings                             14-16

54-65         Voting                                                      16-18

66-72         Proxies and Corporate Representatives                       18-20

73-77         Appointment and Removal of Directors                        20-22

78            Resignation and Disqualification of Directors               22
<PAGE>
Bye-Law Subject                                                     Page
------- -------                                                     -----

79-81         Alternate Directors                                         22-23

82            Directors' Fees and Additional Remuneration and Expenses    23-24

83-84         Directors' Interests                                        24-27

85-90         Powers and Duties of the Board                              27-29

91-93         Delegation of the Board's Powers                            29

94-101  Proceedings of the Board                                    30-32

102           Officers                                                    32

103           Minutes                                                     32

104-105 Secretary                                                   33

106           The Seal                                                    33

107-113 Dividends and other Payments                                34-35

114           Reserves                                                    35-36

115-116 Capitalization and Profits                                  36-37

117           Record Dates                                                37

118-120 Accounting Records                                          37-38

121           Audit                                                       38

122-124 Service of Notices and Other Documents                      38-39

125           Winding Up                                                  39

126-128 Indemnity                                                   39-40

129           Alteration of Bye-Laws                                      40


</TABLE>
<PAGE>
                                 BYE-LAWS

                                    of

                   ATLANTIC CENTRAL ENTERPRISES LIMITED


                              INTERPRETATION

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

  "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;

  "Company" means the company incorporated in Bermuda under the name of
  Bamburgh Limited on the 2nd day of February, 1996 and which changed its
  name to Atlantic Central Enterprises Limited on the 22nd day of April,
  1996;

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

  "equity share capital" means the issued share capital excluding any part
  of that capital which, neither as respects dividends nor as respects
  capital, carries any right to participate beyond a specified amount in a
  distribution;

  "Member" means a member of the Company;

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

  "Principal Register" means the Register of Members of the Company
  maintained in Bermuda;

  "the Register" means the Principal Register or any Branch Register
  established pursuant to Bye-Law 29;

  "Seal" means the common seal of the Company;

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


                                     1
<PAGE>

  "shares" means the Common Shares as defined in Bye-law 3;

  "these Bye-Laws" means these Bye-Laws in their present form or as from
  time to time amended;

  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;

  words importing the singular number only include the plural number and
  vice versa;

  words importing the masculine gender only include the feminine and
  neuter genders respectively; 

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

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

  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).


                             REGISTERED OFFICE

2.      The Registered Office shall be at such place in Bermuda as the Board
        shall from time to time appoint.


                      SHARE CAPITAL AND SHARE RIGHTS

3.      (a)   The authorised share capital of the Company at the date of
              adoption of these Bye-laws is US$500,000 divided into 50 million
              Common Shares of par value US$0.01 each; and

  (b)   Subject to any special rights conferred on the holders of any
        share or class of shares, any share in the Company may be issued
        with or have attached thereto such preferred, deferred, qualified
        or other special rights or such restrictions, whether in regard to
        dividend, voting, return of capital or otherwise, as the Company
        may in general meeting determine or, if there has not been any
        such


                                     2
<PAGE>
        determination or so far as the same shall not make specific
        provision, as the Board may determine.

4.      Any preference shares may be issued on terms:

  (a)   that they are to be redeemed on the happening of a specified event
        or on a given date and/or,

  (b)   that they are liable to be redeemed at the option of the Company;
        and/or,

  (c)   that they are liable to be redeemed at the option of the holder.


                          MODIFICATION OF RIGHTS

5.      Subject to the Companies Acts, all or any of the special rights 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
        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
        one-third of the issued 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. If at
        any adjourned meeting of such holders such quorum as aforesaid is not
        present any two holders of shares of the relevant class who are present
        in person or by proxy shall be a quorum.

6.      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 by the creation or issue of further shares ranking pari passu
        therewith.

                                     3
<PAGE>
                                  SHARES

7.      Unless otherwise determined by a resolution of the Company in general
        meeting, any shares unissued at the date of adoption of these Bye-Laws
        and any shares hereafter created and forming part of the equity share
        capital of the Company and any other securities convertible into such
        equity share capital shall be under the control of the Directors who may
        allot grant options over or otherwise dispose of the same to such
        persons (including the Directors themselves) on such terms and at such
        times as they think proper provided that no share shall be issued at a
        discount to its par value.

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.

9.      Except as ordered by a court of competent jurisdiction or as required by
        law, 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.     The preparation, issue and delivery of certificates shall be governed by
        the Companies Acts.  In the case of a share held jointly by several
        persons, delivery of a certificate to one of several joint holders shall
        be sufficient delivery to all.

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.

                                     4
<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.


                                   LIEN

13.     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 Member, whether
        singly or jointly with any other person, for all the debts and
        liabilities of such Member 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 Member, 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 Member or his estate and any other person, whether a Member 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.

14.     The Company may sell, in such manner as the Board may think fit, any
        share on which the Company has a lien but no sale shall be made unless
        some sum in respect of which the lien exists is presently payable nor
        until the 'expiration of fourteen days after a notice in writing,
        stating and demanding payment of the sum presently payable and giving
        notice

                                     5
<PAGE>
  of the intention to sell in default of such payment, has been served on
  the holder for the time being of the share.

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


                              CALLS ON SHARES

16.     The Board may from time to time make calls upon the Members in respect
        of any moneys unpaid on their shares (whether on account of the 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 Member 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.

17.     A call may be made payable by installments and shall be deemed to have
        been made at the time when the resolution of the Board authorizing the
        call was passed. 

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

19.     If a sum called in respect of the 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


                                     6
<PAGE>
  Board may determine, but the Board shall be at liberty to waive payment
  of such interest wholly or in part.

20.     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. 

21.     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

22.     If a Member fails to pay any call or installment 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 installment remains unpaid
        serve a notice on him requiring payment of so much of the call or
        installment as is unpaid, together with any interest which may have
        accrued.

23.     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
        installment 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.


24.     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 installments and
        interest due in respect thereof has been made, be forfeited by

                                     7
<PAGE>

  a 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.

25.     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.

26.     A forfeited share shall be deemed to be the property of the Company and
        may be sold, reoffered 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.

27.     A person whose shares have been forfeited shall thereupon cease to be a
        Member 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.

28.     An affidavit in writing that the deponent is a Director or the Secretary
        of the Company 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.

                                     8
<PAGE>
               REGISTERS OF MEMBERS, DIRECTORS AND OFFICERS

29.     (a)   The Secretary shall establish and maintain the Register of Members
              at the Registered Office in the manner prescribed by the Companies
              Acts. Unless the Board other-wise determines, the Register of
              Members shall be open to inspection in the manner prescribed by
              the Companies Acts between 10.00 a.m. and 12.00 noon on every
              working day. Subject to the provisions of the Companies Acts, the
              Board may establish Branch Registers of Members in countries in
              which the shares of the Company are dealt on a stock exchange and
              shares of the Company shall be registered on both the Register and
              any such Branch Register. Unless the Board so determines, no
              Member or intending Member 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.

  (b)   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
        10.00 a.m. and 12.00 noon on every working day.


                            TRANSFER OF SHARES

30.     Subject to the Companies Acts and to such of the restrictions contained
        in these Bye-Laws as may be applicable, any Member may transfer all or
        any of his shares by an instrument of transfer in the usual common form
        or in any other form which the Board may approve.

31.     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

                                     9
<PAGE>
  Company. The Board may, in its absolute discretion and without assigning
  any reason therefor, decline to register any transfer of any share which
  is not a fully-paid share. The Board may also decline to register any
  transfer unless:-

  (a)   the instrument of transfer is duly stamped and lodged with the
        Company, accompanied by the certificate for the shares to which it
        relates, and such other evidence as the Board may reasonably
        require to show the right of the transferor to make the transfer,

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

  (c)   where applicable, the permission of the Bermuda Monetary Authority
        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 30 and 32.

32.     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. 

33.     No fee shall be charged by the Company for registering any transfer,
        probate, letters of administration, certificate of death or marriage,
        power of attorney, distringas or stop notice, order of court or other
        instrument relating to or affecting the title to any share, or otherwise
        making an entry in the Register relating to any share.


                          TRANSMISSION OF SHARES

34.     In the case of the death of a Member, 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,

                                    10
<PAGE>
  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.


35.     Any person becoming entitled to a share in consequence of the death of a
        Member 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
        Member or 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 Member.

36.     A person becoming entitled to a share in consequence of the death of a
        Member 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 Member 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.

                                    11
<PAGE>

37.     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 34, 35 and 36.


                            INCREASE OF CAPITAL

38.     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 in general meeting
        shall prescribe.

39.     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.

40.     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.


                           ALTERATION OF CAPITAL

41. The Company may from time to time in general meeting;-

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

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

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

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

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


                                    12
<PAGE>

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

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


                           REDUCTION OF CAPITAL 

43.     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 in general meeting authorise the reduction of its issued share
        capital or any capital redemption reserve fund or any share premium or
        contributed surplus account in any manner.

44.     In relation to any such reduction, the Company may in general meeting
        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

45.     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 required by the
        Companies Acts, convene general meetings other than Annual General
        Meetings which shall be called Special General Meetings.


                                    13
<PAGE>
                        NOTICE OF GENERAL MEETINGS 

46.     An Annual General Meeting shall be called by not less than five (5)
        days' notice in writing and a Special General Meeting shall be called by
        not less than fourteen (14) days' notice in writing. 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, in the case of a Special General Meeting, the
        general nature of the business to be considered. Notice of every general
        meeting shall be given in any manner permitted by Bye-Laws 122 and 123
        to all Members 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.

  Notwithstanding that a meeting of the Company is called by shorter
  notice than that specified in this Bye-Law, it shall be deemed to have
  been duly called if it is so agreed:-

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

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

47.     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.

                     PROCEEDINGS AT GENERAL MEETINGS 

48.     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. Save as otherwise provided by these Bye-Laws, at least two

                                    14
<PAGE>
  Members present in person and entitled to vote holding or representing
  at least 5% of the issued share capital of the Company, shall be a
  quorum for all purposes.

49.     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
        Members, shall be dissolved. In any other case, it shall stand adjourned
        to such other day and such other time and place as the Chairman of the
        meeting may determine and at such adjourned meeting two Members present
        in person (whatever the number of shares held by them) shall be a
        quorum. The Company shall give not less than five (5) days' notice of
        any meeting adjourned through want of a quorum and such notice shall
        state that two Members present in person (whatever the number of shares
        held by them) shall be a quorum.

50.     Each Director shall be entitled to attend and speak at any general
        meeting of the Company.

51.     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 meeting neither of the Chairman nor
        the President is present within five 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 persons present and entitled to
        vote on a poll shall elect one of their number to be Chairman.

52.     The Chairman may, with the approval by resolution 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. When a meeting is adjourned for three months or
        more, notice of the adjourned meeting shall be given as in the case of
        an original meeting.

                                    15
<PAGE>

53.     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

54.     Save where a greater majority 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.

55.     Subject and without prejudice to any special fights, privileges or
        restrictions as to voting for the time being attached to any special
        class of shares for the time being forming part of the capital of the
        Company, at any general meeting a resolution put to the vote of the
        meeting shall be decided on a show of hands and every Member who (being
        an individual) is present in person or (being a corporation) is present
        by a representative duly authorised in accordance with the Companies
        Acts shall have one vote, 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:-

  (a)   the Chairman of the meeting; or

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

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

  (d)   a Member or Members 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.

  In the case of a poll every Member present in person, by representative
  or by proxy shall have one vote for every share of any class of which he
  is the holder. 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


                                    16
<PAGE>
  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 of votes recorded for or against such resolution.

56.     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.

57.     A poll demanded on the election of a Chairman, or on a question of
        adjournment, shall be taken forthwith. A poll demanded on any other
        question shall be taken in such manner 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. It shall not be necessary
        (unless the Chairman otherwise directs) for notice to be given of a
        poll.

58.     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.

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

60.     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.

61.     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.

62.     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.

63.     A Member 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 managing their own affairs may
        vote, whether on a show of hands or on a poll, by his


                                    17
<PAGE>

  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 Member for the
  purpose of general meetings.

64.     No Member 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.

65.     If (i) any objection shall be raised to the qualification of any voter
        or (ii) any votes have been counted which ought not to have been counted
        or which might have been rejected or (iii) any votes are not counted
        which ought to have been counted, the objection or error shall not
        vitiate the decision of the meeting or adjourned meeting on any
        resolution unless the same is raised or pointed out at the meeting or,
        as the case may be, the adjourned meeting at which the vote objected to
        is given or tendered or at which the error occurs. Any objection or
        error shall be referred to the Chairman of the meeting and shall only
        vitiate the decision of the meeting on any resolution if the Chairman
        decides that the same may have affected the decision of the meeting. The
        decision of the Chairman on such matters shall be final and conclusive.


                  PROXIES AND CORPORATE REPRESENTATIVES 

66.     The instrument 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.

67.     A corporation may appoint a representative as permitted by the Companies
        Acts and such representative need not be a Member.

68.     Any Member may appoint a standing proxy or (if a corporation)
        representative by depositing at the Registered Office a proxy or (if a
        corporation) an authorisation and such proxy or authorisation shall be
        valid for all general meetings and adjournments thereof


                                    18
<PAGE>
  until notice of revocation is received at the Registered Office. 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 Member is present or in respect to which the Member 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.

69.     Subject to Bye-Law 68, 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 as may be specified in the notice convening the meeting or in any
        notice of any adjournment or, in either case, in any document sent
        therewith) 48 hours prior to the holding of the meeting or adjourned
        meeting at which the person named in the instrument proposes to vote or,
        in the case of a poll taken subsequently to the date of a meeting or
        adjourned meeting, 24 hours before the time appointed for the taking of
        the poll and in default the instrument of proxy shall not be treated as
        valid.

70.     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 forms of instruments of proxy for use at
        that meeting. The instrument of proxy shall be deemed to confer
        authority to demand or join in demanding a poll and to vote on any
        amendment of a resolution put to the meeting for which it is given as
        the proxy thinks fit. The instrument of proxy shall unless the contrary
        is stated therein be valid as well for any adjournment of the meeting as
        for the meeting To which it relates.

71.     A vote given in accordance with the terms of an instrument of proxy
        shall be valid notwithstanding the previous death or insanity of the
        principal, or revocation of the


                                    19
<PAGE>
  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, at which
  the instrument of proxy is used.

72.     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 Member at general meetings.


                   APPOINTMENT AND REMOVAL OF DIRECTORS

73.     The number of Directors shall be seven or such number not less than two
        as the Company in general meeting may from time to time determine and,
        subject to the Companies Acts and these Bye-Laws, shall serve until
        re-elected or their successors are appointed at the next Annual General
        Meeting.

74.     No person shall be required to hold any shares in the capital of the
        Company in order to be eligible for election or to serve as a Director.

75.     The Company shall at the Annual General Meeting and may in general
        meeting determine the minimum and the maximum number of Directors and
        may in general meeting determine that one or more vacancies in the Board
        shall be deemed casual vacancies for the purposes of these Bye-Laws.
        Without prejudice to the power of the Company in general meeting 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 Member being an individual to be a Director so as to fill a
        casual vacancy.

76.     (a)   At the Annual General Meeting of the Company in every year all of
              the Directors for the time being shall retire from office.


                                    20
<PAGE>

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

  (c)   The Company at the meeting at which a Director retires in manner
        aforesaid may fill the vacated office by electing a person
        thereto, and in default the retiring Director shall if offering
        himself for re-election be deemed to have been re-elected except
        in any of the following cases:-

        (i)   if at such meeting it is expressly resolved not to fill up
              such vacated office or a resolution for the re-election of
              such Director is put to the meeting and lost; or
 
        (ii)  if such Director has given notice in writing to the Company
              that he is unwilling to be re-elected.

  (d)   A resolution for the appointment of 2 or more persons as Directors
        by a single resolution shall not be moved at any general meeting
        unless a resolution that it shall be so moved has first been
        agreed to by the meeting without any vote being given against it;
        and any resolution moved in contravention of this provision shall
        be void.
 
  (e)   No person other than a Director retiring at the meeting shall,
        unless recommended by the Board, be eligible for election to the
        office of Director at any general meeting unless not less than 7
        nor more than 21 days before the date appointed for the meeting
        there shall have been left at the Registered Office notice in
        writing signed by a Member duly qualified to attend and vote at
        the meeting for which such notice is given of his intention to
        propose such person for election, and also notice in writing
        signed by that person of his willingness to be elected.

  (f)   The Board shall have power at any time and from time to time to
        appoint any person to be a Director to fill a casual vacancy. or
        to fill any vacancy on the Board left to be filled by the
        Directors.

  (g)   Any Director appointed to fill a casual vacancy or as an addition
        to the existing Directors shall hold office only until the
        conclusion of the next following Annual General Meeting and shall
        then be eligible for re-election.


                                    21
<PAGE>

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


               RESIGNATION AND DISQUALIFICATION OF DIRECTORS

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

  (a)   if he is removed by resolution of the Board;

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

  (c)   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;

  (d)   if he becomes bankrupt or compounds with his creditors;

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

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

  (g)   if he absents himself from the meetings of the Board during a
        continuous period of 6 months without special leave of absence
        from the Board, and his alternate Director (if any) shall not
        during such period have attended in his stead, and the Board
        passes a resolution that he has by reason of such absence vacated
        his office.


                            ALTERNATE DIRECTORS

79.     The Company may in general meeting elect a person or persons qualified
        to be Directors to act as Directors in the alternative to any of the
        Directors of the Company or may authorise the Board to appoint such
        Alternate Directors. Any Alternate Director may be


                                    22
<PAGE>

  removed by the Company in general meeting and, if appointed by the
  Board, may be removed by the Board and, subject thereto, the office of
  Alternate Director shall continue until the next annual election of
  Directors or, if earlier, the date on which the relevant Director ceases
  to be a Director. An Alternate Director may also be a Director in his
  own right and may act as alternate to more than one Director.

80.     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.

81.     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.



         DIRECTORS' FEES AND ADDITIONAL REMUNERATION AND EXPENSES

82.     The amount, if any, of Directors' fees shall from time to time be
        determined by the Company in general meeting and in the absence of a
        determination to the contrary in general meeting, such fees shall be
        deemed to accrue from day to day. Each Director may be paid his
        reasonable traveling, hotel and incidental expenses in attending and
        returning from meetings of the Board or committees constituted pursuant
        to these Bye-Laws or


                                    23
<PAGE>
  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

83.     (a)   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.

  (b)   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.

  (c)   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


                                    24
<PAGE>

        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.

  (d)   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.

  (e)   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.

84.     (a)   Save as provided in the following paragraphs of this Bye-Law, a
              Director shall not vote in respect of any contract or arrangement
              or any other proposal whatsoever in which he has any material
              interest which would include a decision on the exercise of voting
              rights in relation to the waiver of an equivalent provision by a
              subsidiary (otherwise than by virtue of his interests in shares or
              debentures or other securities of or otherwise in or through the
              Company) or by virtue of holding any office of, or interest in
              shares or debentures or other securities or interests of any other
              entity or company with which the Company proposes to contract. A
              Director shall not be counted in the quorum of a meeting in
              relation to any resolution on which he is debarred from voting.


                                    25
<PAGE>

  (b)   A Director shall (in the absence of some other material interest
        than is indicated below) be entitled to vote (and be counted in
        the quorum) in respect of any resolution concerning any of the
        following matters, namely:-

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

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

        (iii) any proposal concerning an offer of shares or debentures or
              other securities of or by the Company or any of its
              subsidiaries for subscription or purchase in which offer he
              is or is to be interested as a participant in the
              underwriting or sub-underwriting thereof;

        (iv)  any proposal concerning any other company in which he is
              interested directly or indirectly and whether as an officer
              or shareholder or otherwise howsoever, and that he is not
              the holder of or beneficially interested in 1 per cent. or
              more of any class of the equity share capital of such
              company (or of any third company through which his interest
              is derived) or of the voting rights available to Members of
              the relevant company (any such interest being deemed for the
              purpose of this Bye-Law to be a material interest in all the
              circumstances).

        (v)   any proposal concerning the adoption, modification or
              operation of a superannuating fund or retirement, death or'
              disability benefits scheme under which he may benefit which
              relates both to Directors and employees of the Company or of
              any of its subsidiaries and does not


                                    26
<PAGE>

              accord to any Director as such any privilege or advantage
              not generally accorded to the employees to whom such scheme
              or fund relates.

  (c)   Where proposals are under consideration concerning the appointment
        (including fixing or Varying the terms of appointment) of 2 or
        more Directors to offices or employment's with the Company or any
        company in which the Company is interested, such proposals may be
        divided and considered in relation to each Director separately. In
        such case each of the Directors concerned (if not debarred from
        voting under Bye-Law 84(b)(iv) shall be entitled to vote (and be
        counted in the quorum) in respect of each resolution except that
        concerning his own appointment.

  (d)   If any question shall arise at any meeting as to the materiality
        of a Director's interest or as to the entitlement of any Director
        to vote and such question is not resolved by his voluntarily
        agreeing to abstain from voting, such question shall be referred
        to the Chairman of the meeting and his ruling in relation to any
        other Director shall be final and conclusive, except in a case
        where the nature or extent of the interest of the Director
        concerned has not been fairly disclosed.

  (e)   Subject to the provisions of the Companies Acts the Company may by
        resolution suspend or relax the provisions of this Bye-Law to any
        extent or ratify any transaction not duly authorised by reason of
        a contravention of this Bye-Law.


                      POWERS AND DUTIES OF THE BOARD

85.     Subject to the provisions of the Companies Acts and these Bye-Laws and
        to any directions given by the Company in general meeting, 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


                                    27

<PAGE>
  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.

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

87.     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.

88.     The Board on behalf of the Company may provide benefits, whether by the
        payment of gratuities or pensions or otherwise, for any person including
        any Director or former Director who has held any executive office or
        employment with the Company or with any body corporate which is or has
        been a subsidiary or affiliate of the Company or a predecessor in the
        business of the Company or of any such subsidiary or affiliate, and to
        any member of his family or any person who is or was dependent on him,
        and may contribute to any fund and pay premiums for the purchase or
        provision of any such gratuity, pension or other benefit, or for the
        insurance of any such person.

89.     The Board may from time to time appoint one or more of its body to be a
        managing director, joint managing director or an assistant managing
        director or to hold any other employment or executive office with the
        Company for such period and upon such terms as the Board may determine
        and may revoke or terminate any such appointments.  Any such revocation
        or termination as aforesaid shall be without prejudice To any claim for
        damages that such Director may have against the Company or the Company
        may have against such Director for any breach of any contract of service
        between him and the

                                    28
<PAGE>

  Company which may be involved in such revocation or termination.  Any
  person so appointed shall receive such remuneration (if any) (whether by
  way of salary, commission, participation in profits or otherwise) as the
  Board may determine, and either in addition to or in lieu of his
  remuneration as a Director.


                     DELEGATION OF THE BOARD'S POWERS

90.     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.

91.     The Board may entrust to and confer upon any Director or officer or
        attorney appointed under Bye-Law 90 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.

92.     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, conform to any regulations which may be imposed upon it by
        the Board.


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<PAGE>


                         PROCEEDINGS OF THE BOARD

93.     The Board may meet for the dispatch 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. A Director may,
        and the Secretary on the requisition of a Director shall, at any time
        summon a board meeting. 

94.     Notice of a board meeting 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, facsimile or other mode of representing
        or reproducing words in a legible and nontransitory form at his last
        known address or any other address given by him to the Company for this
        purpose.  A Director may waive notice of any meeting either
        prospectively or retrospectively.

95.     (a)   The quorum necessary for the transaction of the business of the
              Board may be fixed by the Board and, unless so fixed at any other
              number, shall be two individuals. Any Director who ceases to be a
              Director at a board meeting may continue to be present and to act
              as a Director and be counted in the quorum until the termination
              of the Board meeting if no other Director objects and if otherwise
              a quorum of Directors would not be present.

  (b)   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.

  (c)   A Director who to his knowledge is in any way, whether directly or
        indirectly, interested in a contract or proposed contract,
        transaction or arrangement with the Company and has complied with
        the provisions of the Companies Acts and these Bye-Laws with
        regard to disclosure of his interest shall be entitled to vote


                                    30

<PAGE>

  in respect of any contract, transaction or arrangement in which he is so
  interested and if he shall do so his vote shall be counted, and he shall
  be taken into account in ascertaining whether a quorum is present.

96.     So long as a quorum of Directors remains in office, the continuing
        Directors may act notwithstanding any vacancy in the Board but, if no
        quorum of Directors remains, the continuing Directors or a sole
        continuing Director may act only for the purpose of calling a general
        meeting.

97.     The Board may elect a Chairman of the Board from amongst its members. 
        If no Chairman of the Board is elected or he is absent, the President
        shall be Chairman. If at any meeting neither the Chairman of the Board
        nor the President is present within five minutes after the time
        appointed for holding the same, the Directors present may choose one of
        their number to be Chairman of the meeting.

98.     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.

99.     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.

100.    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 that
        they or any of them were disqualified or had vacated their office, be as
        valid as if


                                    31
<PAGE>

  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.


                                 OFFICERS

101.    The officers of the Company shall include a President and a
        Vice-President who shall be Directors and shall be elected by the Board
        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 other office (including any additional Vice-
        Presidencies) as the Board may from time to time determine. Any person
        elected or 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.


                                  MINUTES

102.    The Directors shall cause minutes to be made and books kept for the
        purpose of recording:-

  (a)   all appointments of officers made by the Directors; 

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

  (c)   of all proceedings at meetings of the Company, of the holders of
        any class of shares in the Company, and of committees; 

  (d)   of all proceedings of managers (if any).



                                    32

<PAGE>

                                 SECRETARY

103.    The Secretary shall be appointed by the Board at such remuneration (if
        any) and upon such terms as it may think fit and any Secretary so
        appointed may be removed by the Board.

  The duties of the Secretary shall be those prescribed by the Companies
  Acts together with such other duties as shall from time to time be
  prescribed by the Board.

104.    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

105.    (a)   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.

  (b)   The Board shall provide for the custody of the Seal, which Seal
        shall only be used by authority of the Board or of a committee
        authorised by the Board in that behalf. Subject to these Bye-Laws,
        any instrument to which the Seal is affixed shall be signed by a
        Director and by the Secretary or by a Director and any other
        person approved and appointed for such purpose by the Board or
        such Committee; provided that the Secretary or a Director may
        affix the Seal over his signature only to authenticate copies of
        these Bye-Laws, the minutes of any meeting or any other documents
        requiring authentication.



                                    33
<PAGE>

                       DIVIDENDS AND OTHER PAYMENTS 

106.    The Board may from time to time declare cash dividends to be paid to the
        Members according to their rights and interests in the profits including
        such interim dividends as appear to the Board] to be justified by the
        position of the Company. 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. For the purpose of this Bye-Law,
        contributed surplus shall be deemed not to be a profit of the Company
        and shall not be taken account of in calculating the amount of the
        profits available for distribution to the Members and shall not be
        available for distribution other than in the manner provided for in
        Bye-Law 110.

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

  (a)   all dividends may be declared and paid according to the amounts
        paid up on the shares in respect of which the dividend 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;

  (b)   dividends 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 is paid.

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

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

110.    Any dividend, interest or other sum payable in cash to the holder of
        shares may be paid by cheque or warrant sent through the post addressed
        to the holder at his address in the Register or, in the case of joint
        holders, addressed to the holder whose name stands first



                                    34

<PAGE>

  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 or
  other moneys payable or property distributable in respect of the shares
  held by such joint holders.

111.    Any dividend unclaimed for a period of six years from the date of
        declaration of such dividend shall be forfeited and shall revert to the
        Company and the payment by the Board of any unclaimed dividend, 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.

112.    With the sanction of the Company in general meeting, the Board may (a)
        declare a distribution to any Member out of contributed surplus and (b)
        may direct payment or satisfaction of such distribution or any dividend
        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 Members 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.


                                 RESERVES

113.    The Board may, before recommending or declaring any dividend, set aside
        out of the profits of the Company such sums as it thinks proper as
        reserves which shall, at the


                                    35
<PAGE>

  discretion of the Board, be applicable for any purpose to which the
  profits of the Company may be properly applied and pending such
  application may, also at such discretion, either be employed in the
  business of the Company or be invested in such investments as the Board
  may from time to time think fit. The Board may also without placing the
  same to reserve carry forward any profits which it may think it prudent
  not to distribute.


                         CAPITALIZATION OF PROFITS

114.    The Company may, upon the recommendation of the Board, at any time and
        from time to time resolve in general meeting to the effect that it is
        desirable to capitalize 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 or any
        capital redemption reserve fund and accordingly that such amount be set
        free for distribution amongst the Members or any class of Members 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 Members 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 Members, or partly in one way and partly in the
        other, and the Board shall give effect to such resolution, provided that
        for the purpose of this Bye-Law, a share premium account and a capital
        redemption reserve fund may be applied only in paying up of unissued
        shares to be issued to such Members credited as fully paid.

115.    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 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


                                    36
<PAGE>

  Members in order to adjust the rights of all parties, as may seem
  expedient to the Board. The Board may appoint any person to sign on
  behalf of the persons entitled to participate in the distribution any
  contract necessary. or desirable for giving effect thereto and such
  appointment shall be effective and binding upon the Members.


                               RECORD DATES

116.    Notwithstanding any other provisions of these Bye-Laws the Company in
        general meeting or the Board may 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 before or after any date
        on which such dividend, distribution, allotment or issue is declared,
        paid or made or such notice is despatched.


                            ACCOUNTING RECORDS

117.    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.

118.    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 Member (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 the Company in general meeting.

119.    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


                                    37
<PAGE>

  in general meeting, together with a copy of the auditor's report, shall
  be sent to each person entitled thereto in accordance with the
  requirements of the Companies Acts.


                                   AUDIT

120.    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 

121.    Any notice or other document (including a share certificate) may be
        served on or delivered to any Member by the Company either personally or
        by sending it through the post (by airmail where applicable) in a
        pre-paid letter addressed to such Member at his address as appearing in
        the Register or by delivering it to or leaving it at such registered
        address. 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.

122.    Any notice of a general meeting of the Company shall be deemed to be
        duly given to a Member 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
        dispatch.


123.    Any notice or other document delivered, sent or given to a Member in any
        manner permitted by these Bye-Laws shall, notwithstanding that such
        Member 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


                                    38
<PAGE>

  delivered in respect of any share registered in the name of such Member
  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.


                                WINDING UP

124.    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 Members 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
        Members or different classes of Members. The liquidator may, with the
        like sanction, vest the whole or any part of such assets in trustees
        upon such trust for the benefit of the contributories as the liquidator,
        with the like sanction, shall think fit, but so that no Member shall be
        compelled to accept any shares or other assets upon which there is any
        liability.


                                 INDEMNITY

125.    Subject to the proviso below, every Director, officer of the Company and
        member of a committee constituted under Bye-Law 93 shall be indemnified
        out of the funds of the Company against all civil 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 property payable)
        incurred or suffered by him as such Director, officer or committee
        member and the indemnity contained in this Bye-Law shall extend to any
        person acting as a Director, officer or committee member 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


                                    39
<PAGE>

  contained in this Bye-Law shall not extend to any matter which would
  render it void pursuant to the Companies Acts.

126.    Every Director, officer and member of a committee duly constituted under
        Bye-Law 93 of the Company shall be indemnified out of the funds of the
        Company against all liabilities incurred by him as such Director,
        officer or committee member in defending any proceedings, whether civil
        or criminal, in which judgment 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.

127.    To the extent that any Director, officer or member of a committee duly
        constituted under Bye-Law 93 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.



                          ALTERATION OF BYE-LAWS
128.    These Bye-Laws may be amended from time to time in the manner provided
        for in the Companies Acts.



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