<PAGE>

                                                                     Exhibit 1.1

                                    BYE-LAWS

                                       OF

                           Brilliance China Automotive
                                Holdings Limited

           (As adopted by a Resolution passed on 16th November, 2007)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
PRELIMINARY ...............................................................    1
SHARES, WARRANTS AND MODIFICATION OF RIGHTS ...............................    6
SHARES AND INCREASE OF CAPITAL ............................................    7
REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES ...........................   10
LIEN ......................................................................   12
CALLS ON SHARES ...........................................................   13
TRANSFER OF SHARES ........................................................   15
TRANSMISSION OF SHARES ....................................................   18
FORFEITURE OF SHARES ......................................................   19
ALTERATION OF CAPITAL .....................................................   21
GENERAL MEETINGS ..........................................................   23
PROCEEDINGS AT GENERAL MEETINGS ...........................................   25
VOTES OF SHAREHOLDERS .....................................................   28
REGISTERED OFFICE .........................................................   32
BOARD OF DIRECTORS ........................................................   32
APPOINTMENT AND RETIREMENT OF DIRECTORS ...................................   40
BORROWING POWERS ..........................................................   42
EXECUTIVE DIRECTORS, ETC. .................................................   43
MANAGEMENT ................................................................   44
MANAGERS ..................................................................   45
CHAIRMAN AND OTHER OFFICERS ...............................................   45
PROCEEDINGS OF THE DIRECTORS ..............................................   46
MINUTES ...................................................................   48
SECRETARY .................................................................   49
GENERAL MANAGEMENT AND USE OF THE SEAL ....................................   49
AUTHENTICATION OF DOCUMENTS ...............................................   52
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<S>                                                                           <C>
CAPITALISATION OF RESERVES ................................................   52
DIVIDENDS, CONTRIBUTED SURPLUS AND RESERVES ...............................   53
DISTRIBUTION OF REALISED CAPITAL PROFITS ..................................   62
ANNUAL RETURNS ............................................................   62
ACCOUNTS ..................................................................   62
AUDITORS ..................................................................   64
NOTICES ...................................................................   66
INFORMATION ...............................................................   68
WINDING UP ................................................................   69
INDEMNITY .................................................................   69
UNTRACEABLE SHAREHOLDERS ..................................................   70
DESTRUCTION OF DOCUMENTS ..................................................   71
RESIDENT REPRESENTATIVE ...................................................   72
MAINTENANCE OF RECORDS ....................................................   73
SUBSCRIPTION RIGHT RESERVE ................................................   73
RECORD DATES ..............................................................   76
STOCK .....................................................................   76
</TABLE>


                                      -ii-

<PAGE>

                                  NEW BYE-LAWS

           (AS ADOPTED BY A RESOLUTION PASSED ON 16TH NOVEMBER, 2007)

                                       OF

                  BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

<TABLE>
<S>                                                                        <C>
            PRELIMINARY

1.    (A)   The marginal notes to these Bye-Laws shall not be deemed to    Marginal Notes
            be part of these Bye-Laws and shall not affect their
            interpretation and, in the interpretation of these Bye-Laws,
            unless there be something in the subject or context
            inconsistent therewith:-

            "address" shall have the ordinary meaning given to it and      Definitions
            shall include any facsimile number, electronic number or
            address or website used for the purposes of any
            communication pursuant to these Bye-Laws;

            "appointed newspaper" shall have the meaning as defined in     Definitions
            the Companies Act;

            "associates" shall have the meaning ascribed thereto in the
            Listing Rules;

            "Auditors" shall mean the persons for the time being
            performing the duties of that office;

            "Bermuda" shall mean the Islands of Bermuda;

            "the Board" shall mean the board of directors of the Company
            as constituted from time to time or (as the context may
            require) the majority of Directors present and voting at a
            meeting of the Directors at which a quorum is present;

            "these Bye-Laws" or "these presents" shall mean these
            Bye-Laws in their present form and all supplementary,
            amended or substituted Bye-Laws for the time being in force;

            "call" shall include any instalment of a call;

            "capital" shall mean the share capital from time to time of
            the Company;

            "the Chairman" shall mean the Chairman presiding at any
            meeting of shareholders or of the Board;
</TABLE>

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                                       -2-


<TABLE>
<S>                                                                        <C>
            "Clearing House" means a recognised clearing house within
            the meaning of Part I of Schedule 1 to the Securities and
            Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or
            a clearing house or authorised shares depository recognised
            by the laws of the jurisdiction in which the shares of the
            Company are listed or quoted on a stock exchange in such
            jurisdiction;

            "the Companies Act" shall mean the Companies Act 1981 of
            Bermuda as may from time to time be amended;

            "the Company" or "this Company" shall mean Brilliance China
            Automotive Holdings Limited incorporated in Bermuda on 9th
            June, 1992;

            "corporate representative" means any person appointed to act
            in that capacity pursuant to Bye-laws 87A or 87B;

            "debenture" and "debenture holder" shall respectively
            include "debenture stock" and "debenture stockholder";

            "Director" means a director of the Company;

            "dividend" shall include scrip dividends, distributions in
            specie or in kind, capital distributions and capitalisation
            issues, if not inconsistent with the subject or context;

            "electronic" shall mean relating to technology having
            electrical, digital, magnetic, wireless, optical
            electromagnetic or similar capabilities and such other
            meanings as given to it in the Electronic Transactions Act
            1999 of Bermuda as may be amended from time to time;

            "Head Office" shall mean such office of the Company as the
            Directors may from time to time determine to be the
            principal office of the Company;

            "HK$" shall mean Hong Kong dollars or other lawful currency
            of Hong Kong;

            "holding company" and "subsidiary" shall have the meanings
            ascribed to them by the Companies Act;

            "Listing Rules" shall mean the Rules Governing the Listing
            of Securities on the Stock Exchange of Hong Kong Limited (as
            amended from time to time);

            "month" shall mean a calendar month;
</TABLE>

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                                       -3-


<TABLE>
<S>                                                                        <C>
            "Newspapers", in relation to the publication in newspapers
            of any notice, shall mean in English in one leading English
            language daily newspaper and in Chinese in one leading
            Chinese language daily newspaper published and circulating
            generally in the Relevant Territory and specified for this
            purpose by the stock exchange in the Relevant Territory;

            "paid up" in relation to a share, shall mean paid up or
            credited as paid up;

            "the Principal Register" shall mean the register of
            shareholders of the Company maintained in Bermuda;

            "the register" shall mean the Principal Register and any
            branch register to be kept pursuant to the provisions of the
            Statutes;

            "Registered Office" shall mean the registered office of the
            Company for the time being;

            "Registration Office" shall mean in respect of any class of
            share capital, such place or places in the Relevant
            Territory or elsewhere where the Directors from time to time
            determine to keep a branch register of shareholders in
            respect of that class of share capital and where (except in
            cases where the Directors otherwise agree) transfers or
            other documents of title for such class of share capital are
            to be lodged for registration and are to be registered;

            "Relevant Territory" shall mean Hong Kong or such other
            territory as the Directors may from time to time decide if
            the issued ordinary share capital of the Company is listed
            on a stock exchange in such territory;

            "Seal" shall mean any one or more common seals from time to
            time of the Company for use in Bermuda or in any place
            outside Bermuda;

            "Secretary" shall mean the person or corporation for the
            time being performing the duties of that office;

            "Securities Seal" shall mean a seal for use for sealing
            certificates for shares or other securities issued by the
            Company which is a facsimile of the Seal of the Company with
            the addition on its face of the words "Securities Seal";

            "share" shall mean share in the capital of the Company;
</TABLE>

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                                       -4-


<TABLE>
<S>                                                                        <C>
            "shareholder" shall mean the duly registered holder from
            time to time of the shares in the capital of the Company;

            "Statutes" shall mean the Companies Act and any other act
            (as emended from time to time) for the time being in force
            of the Legislature of Bermuda applying to or affecting the
            Company, the Memorandum of Association and/or these presents
            and shall include the Electronic Transactions Act 1999 of
            Bermuda as may be amended from time to time;

            "subsidiaries" shall have the meaning ascribed thereto under
            Rule 1.01 of the Listing Rules;

            "Summary Financial Reports" shall mean the summary financial
            report which is derived from and summaries the complete
            annual Directors' report and the Auditors' report and as
            defined in the Companies Ordinance, Chapter 32 of Laws of
            Hong Kong;

            "Transfer Office" shall mean the place where the Principal
            Register is situate for the time being;

            "writing" or "printing" shall include writing, printing,
            lithography, photography, typewriting and every other mode
            of representing words or figures in a legible and
            non-transitory form.

      (B)   In these Bye-Laws, unless there be something in the subject    General
            or context inconsistent herewith:

            words denoting the singular shall include the plural and
            words denoting the plural shall include the singular;

            words importing any gender shall include every gender and
            words importing persons shall include partnerships, firms,
            companies and corporations;

            subject as aforesaid, any words or expressions defined in
            the Companies Act (except any statutory modification thereof
            not in force when these Bye-Laws become binding on the
            Company) shall, if not inconsistent with the subject and/or
            context, bear the same meaning in these Bye-Laws, save that
            "company" shall where the context permits include any
            company incorporated in Bermuda or elsewhere; and

            references to any statute or statutory provision shall be
            construed as relating to any statutory modification or
            re-enactment thereof for the time being in force.
</TABLE>

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                                       -5-


<TABLE>
<S>                                                                        <C>
      (C)   A resolution shall be a Special Resolution when it has been    Special
            passed by a majority of not less than three-fourths of the     Resolution
            votes cast by such shareholders as, being entitled so to do,
            vote in person or, by a duly authorised corporate
            representative or, where proxies are allowed, by proxy at a
            general meeting of which not less than 21 days' notice,
            specifying (without prejudice to the power contained in
            these presents to amend the same) the intention to propose
            the resolution as a Special Resolution, has been duly given.
            Provided that, if it is so agreed by a majority in number of
            the shareholders having a right to attend and vote at any
            such meeting, being a majority together holding not less
            than 95 per cent. in nominal value of the shares giving that
            right, a resolution may be proposed and passed as a Special
            Resolution at a meeting of which less than 21 days' notice
            has been given.

      (D)   A resolution shall be an Ordinary Resolution when it has       Ordinary
            been passed by a simple majority of the votes cast by such     Resolution
            shareholders as, being entitled so to do, vote in person or
            by a duly authorised corporate representative or, where
            proxies are allowed, by proxy at a general meeting held in
            accordance with these presents and of which not less than 14
            days' notice has been duly given. Provided that, if it is so
            agreed by a majority in number of the shareholders having a
            right to attend and vote at any such meeting, being a
            majority together holding not less than 95 per cent. in
            nominal value of the shares giving that right, a resolution
            may be proposed and passed as a Ordinary Resolution at a
            meeting of which less than 14 days' notice has been given.

      (E)   A Special Resolution shall be effective for any purpose for    Special
            which an Ordinary Resolution is expressed to be required       Resolution
            under any provision of these Bye-Laws or the Statutes.         effective as
                                                                           Ordinary
                                                                           Resolution

2.    Without prejudice to any other requirements of the Statutes, a       When Special
      Special Resolution shall be required to alter the Memorandum of      Resolution is
      Association, to approve any amendment of these presents or to        required
      change the name of the Company.
</TABLE>

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                                       -6-


<TABLE>
<S>                                                                        <C>
               SHARES, WARRANTS AND MODIFICATION OF RIGHTS

3.    Without prejudice to any special rights or restrictions for the      Issue of
      time being attaching to any shares or any class of shares, any       shares
      share may be issued upon such terms and conditions and with such
      preferred, deferred or other special rights, or such restrictions,
      whether in regard to dividend, voting, return of capital or
      otherwise, as the Company may from time to time by Ordinary
      Resolution determine (or, in the absence of any such determination
      or so far as the same may not make specific provision, as the
      Board may determine) and any preference share may, subject to the
      Companies Act and with the sanction of a Special Resolution, be
      issued on the terms that it is liable to be redeemed upon the
      happening of a specified event or upon a given date and either at
      the option of the Company or, if so authorised by the Memorandum
      of Association of the Company, at the option of the holder.

4.    The Board may, subject to the approval by the shareholders in        Warrants
      general meeting, issue warrants to subscribe for any class of
      shares or securities of the Company on such terms as the Board may
      from time to time determine. Where warrants are issued to bearer,
      no certificate thereof shall be issued to replace one that has
      been lost unless the Board is satisfied beyond reasonable doubt
      that the original certificate thereof has been destroyed and the
      Company has received an indemnity in such form as the Board shall
      think fit with regard to the issue of any such replacement
      certificate.

5.    (A)   For the purposes of Section 47 of the Companies Act, if at     How rights of
            any time the capital is divided into different classes of      shares may be
            shares, all or any of the special rights attached to any       modified
            class (unless otherwise provided for by the terms of issue
            of the shares of that class) may, subject to the provisions
            of the Companies Act, be varied or abrogated either with the
            consent in writing of the holders of not less than
            three-fourths in nominal value of the issued shares of that
            class or with the sanction of a Special Resolution passed at
            a separate general meeting of the holders of the shares of
            that class. To every such separate general meeting the
            provisions of these Bye-Laws relating to general meetings
            shall mutatis mutandis apply, but so that the necessary
            quorum shall be not less than two persons holding or
            representing by proxy one-third in nominal value of the
            issued shares of that class, and that any holder of shares
            of the class present in person or by proxy or by a duly
            authorised corporate representative may demand a poll.
</TABLE>

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                                       -7-


<TABLE>
<S>                                                                        <C>
      (B)   The provisions of this Bye-Law shall apply to the variation
            or abrogation of the special rights attached to the shares
            of any class as if each group of shares of the class
            differently treated formed a separate class the rights
            whereof are to be varied or abrogated.

      (C)   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.

                     SHARES AND INCREASE OF CAPITAL

6.    (A)   The authorised share capital of the Company is US$80,000,000
            divided into 8,000,000,000 shares of US$0.01 each.

      (B)   Subject to the Statutes, the power contained in the            Company to
            Memorandum of Association for the Company to purchase or       purchase its
            otherwise acquire its shares shall be exercisable by the       own shares
            Board upon such terms and subject to such conditions as it
            thinks fit.

      (C)   Subject, where applicable, to the rules of any relevant        Company to
            stock exchange, the Company may in accordance with an          finance
            employees' share scheme approved by the shareholders in        acquisition of
            general meeting provide money on such terms as the Board       own shares
            thinks fit for the acquisition of fully or partly paid
            shares in the Company or its holding company. For the
            purposes of this Bye-Law, an employees' share scheme is a
            scheme for encouraging or facilitating the holding of shares
            or debentures in the Company by or for the benefit of bona
            fide employees or former employees (including,
            notwithstanding Section 96 of the Companies Act, any such
            bona fide employee or former employee who is or was also a
            director) of the Company, a subsidiary of the Company or
            holding company or a subsidiary of the Company's holding
            company, or the wives, husbands, widows, widowers or
            children or step-children under the age of twenty-one of
            such employees or former employees.

      (D)   Subject, where applicable, to the rules of any relevant
            stock exchange, the Company, a subsidiary of the Company or
            holding company or a subsidiary of the Company's holding
            company may make loans to persons (including,
</TABLE>

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                                       -8-


<TABLE>
<S>                                                                        <C>
            notwithstanding Section 96 of the Companies Act, any such
            bona fide employee or former employee who is or was also a
            director) employed in good faith by the Company with a view
            to enabling those persons to acquire fully or partly paid
            shares in the Company or its holding company to be held by
            them by way of beneficial ownership.

      (E)   The conditions subject to which money and loans are provided
            under paragraphs (C) and (D) of this Bye-Law may include a
            provision to the effect that when an employee ceases to be
            employed by the Company, the shares acquired with such
            financial assistance shall or may be sold to the Company on
            such terms as the Board thinks fit.

7.    The Company in general meeting may from time to time, whether or     Power to
      not all the shares for the time being authorised shall have been     increase
      issued and whether or not all the shares for the time being issued   capital
      shall have been fully paid up, by Ordinary Resolution increase its
      share capital by the creation of new shares, such new capital to
      be of such amount and to be divided into shares of such class or
      classes and of such amounts in Hong Kong dollars or United States
      dollars or such other currency as the shareholders may think fit
      and as the resolution may prescribe.

8.    Any new shares shall be issued upon such terms and conditions and    On what
      with such rights, privileges or restrictions annexed thereto as      conditions new
      the general meeting resolving upon the creation thereof shall        shares may be
      direct, and if no direction be given, subject to the provisions of   issued
      the Statutes and of these Bye-Laws, as the Board shall determine;
      and in particular such shares may be issued with a preferential or
      qualified right to dividends and in the distribution of assets of
      the Company and with a special right or without any right of
      voting.

9.    The Company may by Ordinary Resolution, before the issue of any      When to be
      new shares, determine that the same, or any of them, shall be        offered to
      offered in the first instance, and either at par or at a premium,    existing
      to all the existing holders of any class of shares in proportion     shareholders
      as nearly as may be to the number of shares of such class held by
      them respectively, or make any other provisions as to the issue
      and allotment of such shares, but in default of any such
      determination or so far as the same shall not extend, such shares
      may be dealt with as if they formed part of the capital of the
      Company existing
</TABLE>

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                                       -9-


<TABLE>
<S>                                                                        <C>
      prior to the issue of the same.

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

11.   All unissued shares shall be at the disposal of the Board and it     Shares at the
      may offer, allot (with or without conferring a right of              disposal of
      renunciation), grant options over or otherwise dispose of them to    the Board
      such persons, at such times, for such consideration and generally
      on such terms as it in its absolute discretion thinks fit, but so
      that no shares shall be issued at a discount. The Directors shall,
      as regards any offer or allotment of shares, comply with the
      provisions of the Companies Act, if and so far as such provisions
      may be applicable thereto. Neither the Company nor the Board shall
      be obliged, when making or granting any allotment of, offer of,
      option over or disposal of shares, to make, or make available, any
      such offer, option or shares to shareholders or others with
      registered addresses in any particular territory or territories
      being a territory or territories where, in the absence of a
      registration statement or other special formalities, this would or
      might, in the opinion of the Board, be unlawful or impracticable.
      Shareholders affected as a result of the foregoing sentence shall
      not be, or be deemed to be, a separate class of shareholders for
      any purpose whatsoever.

12.   The Company may at any time pay a commission to any person for       Company may
      subscribing or agreeing to subscribe (whether absolutely or          pay commission
      conditionally) for any shares in the Company or procuring or
      agreeing to procure subscriptions (whether absolute or
      conditional) for any shares in the Company, but so that the
      conditions and requirements of the Companies Act shall be observed
      and complied with, and in each case the commission shall not
      exceed ten per cent. of the price at which the shares are issued.

13.   Except as otherwise expressly provided by these Bye-Laws or as       Company not
      required by law or as ordered by a court of competent                to recognise
      jurisdiction, no person shall be recognised by the Company as        trusts in
      holding any share upon any trust and, except as aforesaid, the       respect of
      Company shall not be bound by or be compelled in any way to          shares
</TABLE>

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                                      -10-


<TABLE>
<S>                                                                        <C>
      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 any other right or
      claim to or in respect of any shares except an absolute right to
      the entirety thereof of the registered holder.

             REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES

14.   (A)   The Board shall cause to be kept a register of the             Share register
            shareholders and there shall be entered therein the
            particulars required under the Companies Act.

      (B)   Subject to the provisions of the Companies Act, if the Board   Local or
            considers it necessary or appropriate, the Company may         branch
            establish and maintain a local or branch register at such      register
            location outside Bermuda as the Board thinks fit and, while
            the issued share capital of the Company is, with the consent
            of the Board, listed on any stock exchange in the Relevant
            Territory, the Company shall keep a branch register in the
            Relevant Territory.

15.   Every person whose name is entered as a shareholder in the           Share
      register shall be entitled without payment to receive within two     Certificates
      months after allotment or lodgment of a transfer (or within such
      other period as the conditions of issue shall provide or, such
      shorter period as such stock exchange may from time to time
      prescribe) one certificate for all his shares, or, if he shall so
      request, in a case where the allotment or transfer is of a number
      of shares in excess of the number for the time being forming a
      stock exchange board lot for the purposes of the stock exchange on
      which the shares are listed, upon payment, in the case of a
      transfer, of such sum (not exceeding in the case of any share
      capital listed on a stock exchange in the Relevant Territory,
      HK$2.50 or such greater sum as such stock exchange may from time
      to time permit, and in the case of any other shares, such sum in
      such currency as the Board may from time to time determine to be
      reasonable in the territory in which the relevant register is
      situate, or otherwise such other sum as the Company may by
      Ordinary Resolution determine) for every certificate after the
      first as the Board may from time to time determine, such number of
      certificates for shares in stock exchange board lots or multiples
      thereof as he shall request and one for the balance (if any) of
      the shares in question, provided that in respect of a share or
      shares held jointly by several persons the Company shall not be
      bound to issue a certificate or certificates to each such person,
      and
</TABLE>

<PAGE>

                                      -11-


<TABLE>
<S>                                                                        <C>
      the issue and delivery of a certificate or certificates to one of
      the joint holders shall be sufficient delivery to all such
      holders.

16.   Every certificate for shares, warrants or debentures or              Share
      representing any other form of securities of the Company shall be    certificates
      issued under the Seal of the Company, which for this purpose may     to be sealed
      be a Securities Seal.

17.   Every share certificate hereafter issued shall specify the number    Share
      and class of shares in respect of which it is issued and the         certificate
      amount paid thereon and may otherwise be in such form as the Board   to specify
      may from time to time prescribe. A share certificate shall relate    number and
      to only one class of shares.                                         class of
                                                                           shares

18.   (A)   The Company shall not be bound to register more than four      Joint holders
            persons as joint holders of any share.

      (B)   If any share shall stand in the names of two or more
            persons, the person first named in the register shall be
            deemed the sole holder thereof as regards service of notice
            and, subject to the provisions of these Bye-Laws, all or any
            other matter connected with the Company, except the transfer
            of the shares.

19.   If a share certificate is defaced, lost or destroyed, it may be      Replacement
      replaced on payment of such fee, if any, (not exceeding, in the      of share
      case of any share capital listed on a stock exchange in the          certificates
      Relevant Territory, HK$2.50 or such greater sum as such stock
      exchange may from time to time permit, and, in the case of any
      other capital, such sum in such currency as the Board may from
      time to time determine to be reasonable in the territory in which
      the relevant register is situate, or otherwise such sum as the
      Company may by Ordinary Resolution determine) as the Board shall
      from time to time determine and on such terms and conditions, if
      any, as to publication of notices, evidence and indemnity as the
      Board thinks fit and in the case of wearing out or defacement,
      after delivery up of the old certificate. In the case of
      destruction or loss, the person to whom such replacement
      certificate is given shall also bear and pay to the Company any
      exceptional costs and the reasonable out-of-pocket expenses
      incidental to the investigation by the Company of the evidence of
      such destruction or loss and of such indemnity.
</TABLE>

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<TABLE>
<S>                                                                        <C>
                                  LIEN

20.   The Company shall have a first and paramount lien and charge on      Company's lien
      every share (not being a fully paid up share) for all moneys,
      whether presently payable or not, called or payable at a fixed
      time in respect of such share. The Company shall also have a first
      and paramount lien and charge on all shares (other than fully paid
      up shares) standing registered in the name of a shareholder,
      whether singly or jointly with any other person or persons, for
      all the debts and liabilities of such shareholders or his estate
      to the Company and whether the same shall have been incurred
      before or after notice to the Company of any equitable or other
      interest of any person other than such shareholder, and whether
      the period for the payment or discharge of the same shall have
      actually arrived or not, and notwithstanding that the same are
      joint debts or liabilities of such shareholder or his estate and
      any other person, whether a shareholder of the Company or not. The
      Company's lien (if any) on a share shall extend to all dividends
      and bonuses declared in respect thereof. 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 exempt wholly or partially from
      the provisions of this Bye-Law.

21.   The Company may sell, in such manner as the Board thinks fit, any    Sale of shares
      shares on which the Company has a lien, but no sale shall be made    subject to
      unless some sum in respect of which the lien exists is presently     lien
      payable or the liability or engagement in respect of which such
      lien exists is liable to be presently fulfilled or discharged, nor
      until the expiration of fourteen days after a notice in writing,
      stating and demanding payment of the sum presently payable or
      specifying the liability or engagement and demanding fulfilment or
      discharge thereof and giving notice of intention to sell in
      default, shall have been given to the registered holder for the
      time being of the shares or the person entitled to the shares by
      reason of such holder's death, bankruptcy or winding-up.

22.   The net proceeds of such sale after the payment of the costs of      Application
      such sale shall be applied in or towards payment or satisfaction     of proceeds
      of the debt or liability or engagement in respect whereof the lien   of sale
      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 shares prior to the sale) be
      paid to the person entitled to the shares at the time of the sale.
      For the purpose of giving effect to any such sale, the
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<PAGE>

                                      -13-


<TABLE>
<S>                                                                        <C>
      Board may authorise some person to transfer the shares sold to the
      purchaser thereof and may enter the purchaser's name in the
      register as holder of the shares, and the purchaser shall not be
      bound to see to the application of the purchase money, nor shall
      his title to the shares be affected by any irregularity or
      invalidity in the proceedings in relating to the sale.

                             CALLS ON SHARES

23.   The Board may from time to time make such calls as it may think      Calls/
      fit upon the shareholders in respect of any moneys unpaid on the     instalments
      shares held by them respectively (whether on account of the
      nominal value of shares or by way of premium) and not by the
      conditions of issue or allotment thereof made payable at a fixed
      time. A call may be made payable either in one sum or by
      instalments.

24.   Fourteen days' notice at least of any call shall be given            Notice of call
      specifying the time and place of payment and to whom such call
      shall be paid.

25.   A copy of the notice referred to in Bye-Law 24 shall be sent to      Copy of notice
      shareholders in the manner in which notices may be sent to           to be sent to
      shareholders by the Company as herein provided.                      shareholders

26.   In addition to the giving of notice in accordance with Bye-Law 25,   Notice of call
      notice of the person appointed to receive payment of every call      may be given
      and of the times and places appointed for payment may be given to
      the shareholders by notice to be published at least once in the
      Newspapers or such other manner as permissible under the Listing
      Rules.

27.   Every shareholder upon whom a call is made shall pay the amount of   Time and
      every call so made on him to the person and at the time or times     place for
      and place or places as the Board shall appoint.                      payment of
                                                                           call

28.   A call shall be deemed to have been made at the time when the        When call
      resolution of the Board authorising such call was passed.            deemed to have
                                                                           been made

29.   The joint holders of a share shall be severally as well as jointly   Liability of
      liable for the payment of all calls and instalments due in respect   joint holders
      of such share or other moneys due in respect thereof.

30.   The Board may from time to time at its discretion extend the time    Board may
      fixed for any call, and may extend such time as regards all or any   extend time
      of the shareholders                                                  fixed
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                                      -14-


<TABLE>
<S>                                                                        <C>
      whom due to residence outside the Relevant Territory or other        for call
      cause the Board may deem entitled to any such extension but no
      shareholder shall be entitled to any such extension except as a
      matter of grace and favour.

31.   If the sum payable in respect of any call or instalments is not      Interest on
      paid on or before the day appointed for payment thereof, the         unpaid calls
      person or persons from whom the sum is due shall pay interest on
      the same at such rate not exceeding twenty per cent. per annum as
      the Board shall fix from the day appointed for the payment thereof
      to the time of the actual payment, but the Board may waive payment
      of such interest wholly or in part.

32.   No shareholder shall be entitled to receive any dividend or bonus    Suspension of
      or to be present and vote (save as proxy for another shareholder)    privileges
      at any general meeting, either personally, or (save as proxy for     while call
      another shareholder) by proxy or by a duly authorised corporate      unpaid
      representative, or be reckoned in a quorum, or to exercise any
      other privilege as a shareholder until all calls or instalments
      due from him to the Company, whether alone or jointly with any
      other person, together with interest and expenses (if any) shall
      have been paid.

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

34.   Any sum which by the terms of allotment of a share is made payable   Sums payable
      upon allotment or at any fixed date, whether on account of the       on allotment
      nominal value of the share and/or by way of premium, shall for all   deemed a call
      purposes of these Bye-Laws be deemed to be a call duly made,
      notified, and payable on the date fixed for payment, and in case     Shares may be
      of non-payment all the relevant provisions of these Bye-Laws as to   issued subject
      payment of interest and expenses, forfeiture and the like, shall     to different
      apply as if such sums had become payable by virtue of a call duly    conditions
      made and notified. The Board
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<TABLE>
<S>                                                                        <C>
      may on the issue of shares differentiate between the allottees or    as to calls,
      holders as to the amount of calls to be paid and the time of         etc.
      payment.

35.   The Board may, if it thinks fit, receive from any shareholder        Payment of
      willing to advance the same, and either in money or money's worth,   calls in
      all or any part of the money uncalled and unpaid or instalments      advance
      payable upon any shares held by him, and in respect of all or any
      of the moneys so advanced the Company may pay interest at such
      rate (if any) not exceeding twenty per cent. per annum as the
      Board may decide but a payment in advance of a call shall not
      entitle the shareholder to receive any dividend or to exercise any
      other rights or privileges as a shareholder in respect of the
      share or the due portion of the shares upon which payment has been
      advanced by such shareholder before it is called up. The Board may
      at any time repay the amount so advanced upon giving to such
      shareholder not less than one month's notice in writing of their
      intention in that behalf, unless before the expiration of such
      notice the amount so advanced shall have been called up on the
      shares in respect of which it was advanced.

                           TRANSFER OF SHARES

36.   Subject to the Companies Act, all transfers of shares may be         Form of
      effected by transfer in writing in the usual or common form or in    transfer
      such other form as the Board may accept and may be under hand or
      by means of mechanically imprinted signatures or such other manner
      as the Board may from time to time approve.

37.   The instrument of transfer of any share shall be executed by or on   Execution of
      behalf of the transferor and by or on behalf of the transferee       transfer
      provided that the Board may dispense with the execution of the
      instrument of transfer by the transferee in any case in which it
      thinks fit, in its absolute discretion, to do so. The transferor
      shall be deemed to remain the holder of the share until the name
      of the transferee is entered in the register in respect thereof.
      Nothing in these Bye-Laws shall preclude the Board from
      recognising a renunciation of the allotment or provisional
      allotment of any share by the allottee in favour of some other
      person.

38.   (A)   The Board may, in its absolute discretion, at any time and     Shares
            from time to time transfer any share upon the Principal        registered on
            Register to any branch register or any share on any branch     principal
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<TABLE>
<S>                                                                        <C>
            register to the Principal Register or any other branch         register,
            register.                                                      branch
                                                                           register, etc.
      (B)   Unless the Board otherwise agrees (which agreement may be on
            such terms and subject to such conditions as the Board in
            its absolute discretion may from time to time stipulate, and
            which agreement it shall, without giving any reason
            therefor, be entitled in its absolute discretion to give or
            withhold) no shares on the Principal Register shall be
            transferred to any branch register nor shall shares on any
            branch register be transferred to the Principal Register and
            all transfers and other documents of title shall be lodged
            for registration, and registered, in the case of any shares
            on a branch register, at the relevant Registration Office,
            and, in the case of any shares on the Principal Register, at
            the Transfer Office. Unless the Board otherwise agrees, all
            transfers and other documents of title shall be lodged for
            registration with, and registered at, the relevant
            Registration Office.

      (C)   Notwithstanding anything contained in this Bye-Law, the
            Company shall as soon as practicable and on a regular basis
            record in the Principal Register all transfers of shares
            effected on any branch register and shall at all times
            maintain the Principal Register in all respects in
            accordance with the Companies Act.

39.   The Board may, in its absolute discretion, and without assigning     Board may
      any reason, refuse to register a transfer of any share (not being    refuse to
      a fully paid up share) to a person of whom it does not approve or    register a
      any share issued under any share option scheme for employees upon    transfer
      which a restriction on transfer imposed thereby still subsists,
      and it may also refuse to register a transfer of any share
      (whether fully paid up or not) to more than four joint holders or
      a transfer of any shares (not being a fully paid up share) on
      which the Company has a lien.

40.   The Board may also decline to recognise any instrument of transfer   Requirements
      unless:-                                                             as to transfer

      (i)   such sum, if any, (not exceeding, in the case of any share
            capital listed on a stock exchange in the Relevant
            Territory, HK$2.50 or such greater sum as such stock
            exchange may from time to time permit, and, in the case of
            any other capital, such sum in such currency
</TABLE>

<PAGE>

                                      -17-


<TABLE>
<S>                                                                        <C>
            as the Board may from time to time determine to be
            reasonable in the territory in which the relevant register
            is situate, or otherwise such sum as the Company may by
            Ordinary Resolution determine) as the Board shall from time
            to time determine is paid to the Company in respect thereof
            has been paid;

      (ii)  the instrument of transfer is lodged at the relevant
            Registration Office or, as the case may be, the Transfer
            Office accompanied by the certificate of 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 (and, if the instrument of transfer is
            executed by some other person on his behalf, the authority
            of that person so to do);

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

      (iv)  the shares concerned are free of any lien in favour of the
            Company;

      (v)   if applicable, the instrument of transfer is properly
            stamped; and

      (vi)  where applicable, the permission of the Bermuda Monetary
            Authority with respect thereto has been obtained.

41.   No transfer of any shares (not being a fully paid up share) shall    No transfer to
      be made to an infant or to a person of unsound mind or under other   an infant
      legal disability.

42.   If the Board shall refuse to register a transfer of any share, it    Notice of
      shall, within two months after the date on which the transfer was    refusal
      lodged with the Company, send to each of the transferor and the
      transferee notice of such refusal.

43.   Upon every transfer of shares the certificate held by the            Certificate to
      transferor shall be given up to be cancelled, and shall forthwith    be given up on
      be cancelled accordingly, and a new certificate shall be issued      transfer
      without charge to the transferee in respect of the shares
      transferred to him, and if any of the shares included in the
      certificate so given up shall be retained by the transferor a new
      certificate in respect thereof shall be issued to him without
      charge. The Company shall also retain the instrument of transfer.

44.   The registration of transfers may be suspended and the register      When transfer
      closed on giving notice by
</TABLE>

<PAGE>

                                      -18-


<TABLE>
<S>                                                                        <C>
      advertisement in an appointed newspaper at such times and for such   books and
      periods as the Board may from time to time determine and either      register may
      generally or in respect of any class of shares. The register shall   be closed
      not be closed for more than thirty days in any year.

                         TRANSMISSION OF SHARES

45.   In the case of the death of a shareholder, the survivor or           Deaths of
      survivors where the deceased was a joint holder, and the legal       registered
      personal representatives of the deceased where he was a sole or      holder or of
      only surviving holder, shall be the only persons recognised by the   joint holder
      Company as having any title to his interest in the shares; but       of shares
      nothing herein contained shall release the estate of a deceased
      holder (whether sole or joint) from any liability in respect of
      any share solely or jointly held by him.

46.   Any person becoming entitled to a share in consequence of the        Registration
      death or bankruptcy or winding-up of a shareholder may, upon such    of personal
      evidence as to his title being produced as may from time to time     representatives
      be required by the Board, and subject as hereinafter provided,       and trustees
      elect either to be registered himself as holder of the share or to   in bankruptcy
      have some person nominated by him registered as the transferee
      thereof.

47.   If the person becoming entitled to a share pursuant to Bye-Law 46    Notice of
      shall elect to be registered himself, as the holder of such share    election to be
      he shall deliver or send to the Company a notice in writing signed   registered
      by him at (unless the Board otherwise agrees) the Registration       and
      Office, stating that he so elects. If he shall elect to have his     registration
      nominee registered, he shall testify his election by executing a     of nominee
      transfer of such shares to his nominee. All the limitations,
      restrictions and provisions of these presents relating to the
      right to transfer and the registration of transfers of shares
      shall be applicable to any such notice or transfer as aforesaid as
      if the death, bankruptcy or winding-up of the shareholder had not
      occurred and the notice or transfer were a transfer executed by
      such shareholder.

48.   A person becoming entitled to a share by reason of the death,        Retention of
      bankruptcy or winding-up of the holder shall be entitled to the      dividends,
      same dividends and other advantages to which he would be entitled    etc. until
      if he were the registered holder of the share. However, the Board    transfer or
      may, if it thinks fit, withhold the payment of any dividend          transmission
      payable or other advantages in respect of such share until such      of shares of
      person shall become the registered holder of the share or shall
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<PAGE>

                                      -19-


<TABLE>
<S>                                                                        <C>
      have effectually transferred such share, but, subject to the         a deceased or
      requirements of Bye-Law 77 being met, such a person may vote at      bankrupt
      general meetings of the Company.                                     shareholder

                          FORFEITURE OF SHARES

49.   If a shareholder fails to pay any call or instalment of a call on    If call or
      the day appointed for payment thereof, the Board may, at any time    instalment not
      thereafter during such time as any part of the call or instalment    paid notice
      remains unpaid, without prejudice to the provisions of Bye-Law 32,   may be given
      serve a notice on him requiring payment of so much of the call or
      instalment as is unpaid, together with any interest which may have
      accrued and which may thereafter accrue up to the date of actual
      payment.

50.   The notice shall name a further day (not earlier than the            Content of
      expiration of fourteen days from the date of the notice) on or       notice of call
      before which the payment required by the notice is to be made, and
      it shall also name the place where payment is to be made, such
      place being either the Registered Office or a Registration Office.
      The notice shall also state that, in the event of non-payment at
      or before the time appointed, the shares in respect of which the
      call was made will be liable to be forfeited.

51.   If the requirements of any such notice as aforesaid are not          If notice not
      complied with, any share in respect of which the notice has been     complied with
      given may at any time thereafter, before the payment required by     shares may be
      the notice has been made, be forfeited by a resolution of the        forfeited
      Board to that effect. Such forfeiture shall include all dividends
      and bonuses declared in respect of the forfeited share and not
      actually paid before the forfeiture. The Directors may accept the
      surrender of any shares liable to be forfeited hereunder and in
      such cases references in these Bye-Laws to forfeiture shall
      include surrender.

52.   Any share so forfeited shall be deemed to be the property of the     Forfeited
      Company, and may be sold or otherwise disposed of on such terms      shares to
      and in such manner as the Board thinks fit and at any time before    become
      a sale or disposition the forfeiture may be cancelled on such        property of
      terms as the Board thinks fit.                                       Company

53.   A person whose shares have been forfeited shall cease to be a        Arrears to be
      shareholder in respect of the forfeited shares, but shall,           paid
      notwithstanding, remain liable to pay to the Company all moneys      notwithstanding
      which, at the date of forfeiture, were payable by him to the         forfeiture
      Company in respect of the forfeited
</TABLE>

<PAGE>

                                      -20-


<TABLE>
<S>                                                                        <C>
      shares, together with (if the Board shall in its discretion so
      require) interest thereon from the date of forfeiture until the
      date of actual payment at such rate not exceeding twenty per cent.
      per annum as the Board may prescribe, and the Board may enforce
      the payment thereof if it thinks fit, and without any deduction or
      allowance for the value of the shares at the date of forfeiture,
      but his liability shall cease if and when the Company shall have
      received payment in full of all such moneys in respect of the
      shares. For the purposes of this Bye-Law any sum which by the
      terms of issue of a share, is payable thereon at a fixed time
      which is subsequent to the date of forfeiture, whether on account
      of the nominal value of the share or by way of premium, shall
      notwithstanding that such time has not yet arrived be deemed to be
      payable at the date of forfeiture, and the same shall become due
      and payable immediately upon the forfeiture, but interest thereon
      shall only be payable in respect of any period between the said
      fixed time and the date of actual payment.

54.   A statutory declaration in writing that the declarant is a           Evidence of
      Director or the Secretary of the Company, and that a share in the    forfeiture
      Company has been duly forfeited or surrendered on a date stated in   and transfer
      the declaration, shall be conclusive evidence of the facts therein   of forfeited
      stated as against all persons claiming to be entitled to the         share
      share. The Company may receive the consideration, if any, given
      for the share on any sale or disposition thereof and may execute a
      transfer of the share in favour of the person to whom the share is
      sold 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 in reference to the forfeiture, sale or disposal of
      the share.

55.   When any share shall have been forfeited, notice of the forfeiture   Notice after
      shall be given to the shareholder in whose name it stood             forfeiture
      immediately prior to the forfeiture, and an entry of the
      forfeiture, with the date thereof, shall forthwith be made in the
      register, but no forfeiture shall be in any manner invalidated by
      any omission or neglect to give such notice or make any such
      entry.

56.   Notwithstanding any such forfeiture as aforesaid the Board may at    Power to
      any time, before any shares so forfeited shall have been sold,       redeem
      re-allotted or                                                       forfeited
</TABLE>

<PAGE>

                                      -21-


<TABLE>
<S>                                                                        <C>
      otherwise disposed of, cancel the forfeiture on such terms as the    shares
      Board thinks fit or permit the shares so forfeited to be bought
      back or redeemed upon the terms of payment of all calls and
      interest due upon and expenses incurred in respect of the shares,
      and upon such further terms (if any) as it thinks fit.

57.   The forfeiture of a share shall not prejudice the right of the       Forfeiture not
      Company to any call already made or instalment payment thereon.      to prejudice
                                                                           Company's
                                                                           right to call
                                                                           or instalment
                                                                           payment

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

      (B)   In the event of a forfeiture of shares the shareholder shall
            be bound to deliver and shall forthwith deliver to the
            Company the certificate or certificates held by him for the
            shares so forfeited and in any event the certificates
            representing shares so forfeited shall be void and of no
            further effect.

                          ALTERATION OF CAPITAL

59.   (A)   The Company may from time to time by Ordinary Resolution:-     Increase in
                                                                           capital,

            (i)   increase its capital as provided by Bye-Law 7;           consolidation
                                                                           and division
            (ii)  consolidate or divide all or any of its share capital    of capital
                  into shares of larger amount than its existing shares;   and
                  and on any consolidation of fully paid shares into       sub-division,
                  shares of larger amount, the Board may settle any        cancellation
                  difficulty which may arise as it thinks expedient and    of shares and
                  in particular (but without prejudice to the generality   re-
                  of the foregoing) may as between the holders of shares   denominnation
                  to be consolidated determine which particular shares     etc.
                  are to be consolidated into a consolidated share, and
                  if it shall
</TABLE>

<PAGE>

                                      -22-


<TABLE>
<S>                                                                        <C>
                  happen that any person shall become entitled to
                  fractions of a consolidated share or shares, such
                  fractions may be sold by some person appointed by the
                  Board for that purpose and the person so appointed may
                  transfer the shares so sold to the purchaser thereof
                  and the validity of such transfer shall not be
                  questioned, and so that the net proceeds of such sale
                  (after deduction of the expenses of such sale) may
                  either be distributed among the persons who would
                  otherwise be entitled to a fraction or fractions of a
                  consolidated share or shares rateably in accordance
                  with their rights and interest or may be paid to the
                  Company for the Company's benefit;

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

            (iv)  sub-divide its shares or any of them into shares of
                  smaller amount than is fixed by the Memorandum of
                  Association, subject nevertheless to the provisions of
                  the Companies Act, and so that the resolution whereby
                  any share is sub-divided may determine that, as
                  between the holders of the shares resulting from such
                  sub-division, one or more of the shares may have any
                  such preferred or other special rights over, or may
                  have such deferred rights or be subject to any such
                  restrictions as compared with the others as the
                  Company has power to attach to unissued or new shares;

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

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

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

      (B)   The Company may by Special Resolution reduce its share         Reduction of
            capital, any capital redemption reserve fund or any share      capital
            premium account or
</TABLE>

<PAGE>

                                      -23-


<TABLE>
<S>                                                                        <C>
            other undistributable reserve in any manner authorised and
            subject to any conditions prescribed by law.

                            GENERAL MEETINGS

60.   (A)   The Company shall in each year hold a general meeting as its   When annual
            annual general meeting in addition to any other meeting in     general
            that year and shall specify the meeting as such in the         meeting to be
            notice calling it; and not more than fifteen months shall      held
            elapse between the date of one annual general meeting of the
            Company and that of the next. The annual general meeting
            shall be held in the Relevant Territory or elsewhere as may
            be determined by the Board and at such time and place as the
            Board shall appoint. A meeting of the shareholders or any
            class thereof may be held by means of such telephone,
            electronic or other communication facilities as permit all
            persons participating in the meeting to communicate with
            each other simultaneously and instantaneously, and
            participation in such a meeting shall constitute presence in
            person at such meeting.

      (B)   (i)   Except in the case of the removal of auditors or         Written
                  Directors, anything which may be done by Ordinary        Resolutions of
                  Resolution or Special Resolution in general meeting      Shareholders
                  may be done by resolution in writing, signed by the
                  required majority of the shareholders or any class
                  thereof or their proxies, or in the case of a
                  shareholder that is a corporation (whether or not a
                  company within the meaning of the Companies Act) by
                  its representative on behalf of such shareholder,
                  being the required majority of the shareholders of the
                  Company or any class thereof who at the date of the
                  notice of the resolution in writing would be entitled
                  to attend a meeting and vote on the resolution. Such
                  resolution in writing may be signed in as many
                  counterparts as may be necessary.

            (ii)  Notice of any resolution in writing to be made under
                  this Bye-Law shall be given, and a copy of the
                  resolution shall be circulated, in the same manner as
                  that required for a notice of a general meeting of the
                  Company at which the resolution could have been
                  considered, except that the length of the period of
                  notice shall
</TABLE>

<PAGE>

                                      -24-


<TABLE>
<S>                                                                        <C>
                  not apply.

            (iii) The accidental omission to give notice of, or to
                  circulate a copy of, a resolution in writing to be
                  made under this Bye-Law, or the non-receipt of such
                  notice or copy by, any person entitled to receive such
                  notice or copy shall not invalidate the passing of the
                  resolution.

            (iv)  For the purposes of this Bye-Law, the date of the
                  resolution in writing is the date when the resolution
                  is signed by, or on behalf of, the shareholder who
                  establishes the majority of votes required for the
                  passing of the resolution and any reference in any
                  enactment to the date of passing of a resolution is,
                  in relation to a resolution in writing made in
                  accordance with this Bye-Law, a reference to such
                  date.

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

61.   All general meetings other than annual general meetings shall be     Special
      called special general meetings.                                     general
                                                                           meeting

62.   The Board may, whenever it thinks fit, convene a special general     Convening of
      meeting, and special general meetings shall also be convened on      special
      requisition, as provided by the Companies Act, and, in default,      general
      may be convened by the requisitionists.                              meeting

63.   An annual general meeting and a meeting called for the passing of    Notice of
      a Special Resolution shall be called by at least twenty-one days'    meetings
      notice in writing, and a meeting of the Company other than an
      annual general meeting or a meeting for the passing of a Special
      Resolution shall be called by at least fourteen 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, the day and the hour of
      meeting and, in case of special business,
</TABLE>

<PAGE>

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<TABLE>
<S>                                                                        <C>
      the general nature of that business, and shall be given, in the
      manner hereinafter mentioned or in such other manner, if any, as
      may be prescribed by the Company in general meeting, to such
      persons as are, under these Bye-Laws, entitled to receive such
      notices from the Company, provided that, subject to the provisions
      of the Companies Act, a meeting of the Company shall
      notwithstanding that it is called by shorter notice than that
      specified in this Bye-Law be deemed to have been duly called if it
      is so agreed:-

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

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

64.   (A)   The accidental omission to give any notice to, or the          Omission to
            non-receipt of any notice by, any person entitled to receive   give notice
            notice shall not invalidate any resolution passed or any
            proceedings at any such meeting.

      (B)   In the case where instruments of proxy are sent out with any
            notice, the accidental omission to send such instrument of
            proxy to, or the non-receipt of such instrument of proxy by,
            any person entitled to receive notice of the relevant
            meeting shall not invalidate any resolution passed or any
            proceeding at any such meeting.

                     PROCEEDINGS AT GENERAL MEETINGS

65.   All business shall be deemed special that is transacted at a         Special
      special general meeting, and also all business that is transacted    business,
      at an annual general meeting with the exception of sanctioning       business of
      dividends, the reading, considering and adopting of the accounts     annual general
      and balance sheet and the reports of the Directors and Auditors      meeting
      and other documents required to be annexed to the balance sheet,
      the election of Directors and appointment of Auditors and other
      officers in the place of those retiring, the fixing of the
      remuneration of the Auditors, and the voting of ordinary or extra
      or special remuneration to the Directors.
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<TABLE>
<S>                                                                        <C>
66.   For all purposes the quorum for a general meeting shall be two       Quorum
      shareholders present in person or by a duly authorised corporate
      representative or by proxy and entitled to vote. No business shall
      be transacted at any general meeting unless the requisite quorum
      shall be present at the commencement of the meeting.

67.   If within fifteen minutes from the time appointed for the meeting    When if quorum
      a quorum is not present, the meeting, if convened upon the           not present
      requisition of shareholders, shall be dissolved, but in any other    meeting to be
      case it shall stand adjourned to the same day in the next week and   dissolved and
      at such time and place as shall be decided by the Board.             when to be
                                                                           adjourned

68.   The Chairman (if any) of the Board or, if he is absent or declines   Chairman of
      to take the chair at such meeting, the Deputy Chairman (if any)      general
      shall take the chair at every general meeting, or, if there be no    meeting
      such Chairman or Deputy Chairman, or, if at any general meeting
      neither of such Chairman or Deputy Chairman is present within
      fifteen minutes after the time appointed for holding such meeting,
      or both such persons decline to take the chair at such meeting,
      the Directors present shall choose one of their number as
      Chairman, and if no Director be present or if all the Directors
      present decline to take the chair or if the Chairman chosen shall
      retire from the chair, then the shareholders present shall choose
      one of their number to be Chairman.

69.   The Chairman may, with the consent of any general meeting at which   Power to
      a quorum is present, and shall, if so directed by the meeting,       adjourn
      adjourn any meeting from time to time and from place to place as     general
      the meeting shall determine. Whenever a meeting is adjourned for     meeting,
      fourteen days or more, at least seven clear days' notice,            business of
      specifying the place, the day and the hour of the adjourned          adjourned
      meeting shall be given in the same manner as in the case of an       meeting
      original meeting but it shall not be necessary to specify in such
      notice the nature of the business to be transacted at the
      adjourned meeting. Save as aforesaid, no shareholder shall be
      entitled to any notice of an adjournment or of the business to be
      transacted at an adjourned meeting. No business shall be
      transacted at an adjourned meeting other than the business which
      might have been transacted at the meeting from which the
      adjournment took place.

70.   At any general meeting a resolution put to the vote                  What is to
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<TABLE>
<S>                                                                        <C>
      of the meeting shall be decided on a show of hands unless a poll     be evidence of
      is required under the Listing Rules or demanded (before or at the    the passing
      declaration of the results of the show of hands in respect of the    of a
      relevant resolution or on the withdrawal of any other demand for a   resolution
      poll):-                                                              where poll
                                                                           not demanded
      (i)   by the Chairman of the meeting; or

      (ii)  by at least three shareholders present in person or by a
            duly authorised corporate representative or by proxy for the
            time being entitled to vote at the meeting; or

      (iii) by any shareholder or shareholders present in person or by a
            duly authorised corporate representative or by proxy and
            representing not less than one-tenth of the total voting
            rights of all the shareholders having the right to attend
            and vote at the meeting; or

      (iv)  by any shareholder or shareholders present in person or by a
            duly authorised corporate representative or by proxy having
            the right to attend and vote at the meeting, and in respect
            of whose shares, sums have been paid up in the aggregate
            equal to not less than one-tenth of the total sum paid up on
            all the shares having that right.

      Unless a poll be so required or demanded and, in the later case,
      the demand is not withdrawn, a declaration by the Chairman that a
      resolution has on a show of hands been carried or carried
      unanimously, or by a particular majority, or lost, and an entry to
      that effect in the book containing the minutes of the proceedings
      of the Company shall be conclusive evidence of the fact without
      proof of the number or proportion of the votes recorded in favour
      or against such resolution.

71.   If a poll is demanded as aforesaid, it shall (subject as provided    Poll
      in Bye-Law 72) be taken in such manner (including the use of
      ballot or voting papers or tickets) and at such time and place,
      not being more than thirty days from the date of the meeting or
      adjourned meeting at which the poll was demanded, as the Chairman
      directs. No notice need be given of a poll not taken immediately.
      The result of the poll shall be deemed to be the resolution of the
      meeting at which the poll was demanded. The demand for a poll may
      be withdrawn, with the consent of the Chairman, at any time before
      the close of the meeting at which the poll was demanded or the
      taking hands of the poll, whichever is the earlier.
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<TABLE>
<S>                                                                        <C>
72.   Any poll duly demanded on the election of a Chairman of a meeting    In what case
      or on any question of adjournment shall be taken at the meeting      poll taken
      and without adjournment.                                             without
                                                                           adjournment

73.   In the case of an equality of votes, whether on a show of hands or   Chairman to
      on a poll, the Chairman of the meeting at which the show of hands    have casting
      takes place or at which the poll is demanded, shall be entitled to   vote
      a second or casting vote. In case of any dispute as to the
      admission or rejection of any vote the Chairman shall determine
      the same, and such determination shall be final and conclusive.

74.   The demand for a poll shall not prevent the continuance of a         Business may
      meeting for the transaction of any business other than the           proceed
      question on which a poll has been demanded.                          notwithstanding
                                                                           demand for
                                                                           poll

75.   For the purposes of section 106 of the Companies Act, a Special      Approval of
      Resolution of the Company, and of any relevant class of              amalgamation
      shareholders, shall be required to approve any amalgamation          agreement
      agreement as referred to in that section.

                         VOTES OF SHAREHOLDERS

76.   (A)   Subject to any special rights, privileges or restrictions as   Votes of
            to voting for the time being attached to any class or          shareholders
            classes of shares, at any general meeting on a show of hands
            every shareholder who is present in person or by a duly
            authorised corporate representative shall have one vote, and
            on a poll every shareholder present in person or by a duly
            authorised corporate representative or by proxy, shall have
            one vote for every share of which he is the holder which is
            fully paid up or credited as fully paid up (but so that no
            amount paid up or credited as paid up on a share in advance
            of calls or instalments shall be treated for the purposes of
            this Bye-Law as paid up on a share). On a poll a shareholder
            entitled to more than one vote need not use all his votes or
            cast his votes in the same way.

      (B)   Where any shareholder is, under the Listing Rules, required
            to abstain from voting on any particular resolution or
            restricted to voting
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<TABLE>
<S>                                                                        <C>
            for or against any particular resolution, any votes cast by
            or on behalf of such shareholder in contravention of such
            requirement or restriction shall not be counted.

77.   Any person entitled under Bye-Law 46 to be registered as the         Votes in
      holder of any shares may vote at any general meeting in respect      respect of
      thereof in the same manner as if he were the registered holder of    deceased and
      such shares, provided that at least 48 hours before the time of      bankrupt
      the holding of the meeting or adjourned meeting (as the case may     shareholders
      be) at which he proposes to vote, he shall satisfy the Board of
      his right to be registered as the holder of such shares or the
      Board shall have previously admitted his right to vote at such
      meeting in respect thereof.

78.   Where there are joint registered holders of any share, any one of    Joint holders
      such persons may vote at any meeting, either personally or by
      proxy, in respect of such share as if he were solely entitled
      thereto; but if more than one of such joint holders be present at
      any meeting personally or by proxy, that one of the said persons
      so present whose name stands first on the register in respect of
      such share shall alone be entitled to vote in respect thereof.
      Several executors or administrators of a deceased shareholder in
      whose name any share stands shall for the purposes of this Bye-Law
      be deemed joint holders thereof.

79.   A shareholder of unsound mind or in respect of whom an order has     Votes of
      been made by any court having jurisdiction in lunacy may vote,       shareholder
      whether on a show of hands or on a poll, by his committee,           of unsound
      receiver, curator bonis or other person in the nature of a           mind
      committee, receiver or curator bonis appointed by that court, and
      any such committee, receiver, curator bonis or other person may on
      a poll vote by proxy. Evidence to the satisfaction of the Board of
      the authority of the person claiming to exercise the right to vote
      shall be delivered to such place or one of such places (if any) as
      is specified in accordance with these Bye-Laws for the deposit of
      instruments of proxy or, if no place is specified, at the
      Registration Office.

80.   (A)   Save as expressly provided in these Bye-Laws, no person        Qualification
            other than a shareholder duly registered and who shall have    for voting
            paid everything for the time being due from him payable to
            the Company in respect of his shares shall be entitled to be
            present or to vote (save as proxy for another shareholder)
            either personally or by proxy or to be reckoned in a
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<TABLE>
<S>                                                                        <C>
            quorum (save as proxy for another shareholder), at any
            general meeting.

      (B)   No objection shall be raised to the qualification of any       Objections to
            voter except at the meeting or adjourned meeting at which      votes
            the vote objected to is given or tendered, and every vote
            not disallowed at such meeting shall be valid for all
            purposes. Any such objection made in due time shall be
            referred to the Chairman, whose decision shall be final and
            conclusive.

81.   Any shareholder of the Company entitled to attend and vote at a      Proxies
      meeting of the Company or a meeting of the holders of any class of
      shares in the Company shall be entitled to appoint another person
      as his proxy to attend and vote instead of him. On a vote on a
      show of hands, only a member present in person or by a duly
      authorised corporate representative may vote. On a poll votes may
      be given either personally or by a duly authorised corporate
      representative or by proxy. A shareholder who is the holder of two
      or more shares may appoint more than one proxy to attend on the
      same occasion. A proxy need not be a shareholder. In addition, a
      proxy or proxies representing either an individual shareholder or
      a shareholder which is a corporation, shall be entitled to
      exercise the same powers on behalf of the shareholder which he or
      they represent as such shareholder could exercise, but, not
      withstanding the generality of the foregoing shall not have the
      right to vote individually on a show of hands.

82.   The instrument appointing a proxy shall be in writing under the      Instrument
      hand of the appointor or of his attorney duly authorised in          appointing
      writing, or if the appointor is a corporation, either under seal     proxy to be
      or under the hand of an officer or attorney duly authorised.         in writing

83.   The instrument appointing a proxy and the power of attorney or       Appointment
      other authority, if any, under which it is signed or a notarially    of proxy must
      certified copy of that power or authority shall be deposited at      be deposited
      such place or one of such places (if any) as is specified in the
      notice of meeting or in the instrument of proxy issued by the
      Company (or, if no place is specified, at the Registration Office)
      not less than forty-eight hours before the time for holding the
      meeting or adjourned meeting or poll (as the case may be) at which
      the person named in such instrument proposes to vote, and in
      default the instrument of proxy shall not be
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<TABLE>
<S>                                                                        <C>
      treated as valid. No instrument appointing a proxy shall be valid
      after the expiration of twelve months from the date of its
      execution, except at an adjourned meeting or on a poll demanded at
      a meeting or an adjourned meeting in a case where the meeting was
      originally held within twelve months from such date. Delivery of
      an instrument appointing a proxy shall not preclude a shareholder
      from attending and voting in person at the meeting or upon the
      poll concerned and, in such event, the instrument appointing a
      proxy shall be deemed to be revoked.

84.   Every instrument of proxy, whether for a specified meeting or        Form of proxy
      otherwise, shall be in such form as the Board may from time to
      time approve.

85.   The instrument appointing a proxy to vote at a general meeting       Authority
      shall: (i) be deemed to confer authority upon the proxy to demand    under
      or join in demanding a poll and to vote on any resolution (or        instrument
      amendment thereto) put to the meeting for which it is given as the   appointing
      proxy thinks fit. Provided that any form issued to a shareholder     proxy
      for use by him for appointing a proxy to attend and vote at a
      special general meeting or at an annual general meeting at which
      any business is to be transacted shall be such as to enable the
      shareholder, according to his intentions, to instruct the proxy to
      vote in favour of or against (or, in default of instructions, to
      exercise his discretion in respect of) each resolution dealing
      with any such business; and (ii) unless the contrary is stated
      therein, be valid as well for any adjournment of the meeting as
      for the meeting to which it relates.

86.   A vote given in accordance with the terms an instrument of proxy     When vote by
      or power of attorney or by a duly authorised corporate               proxy valid
      representative of a corporation shall be valid notwithstanding the   though
      previous death or insanity of the principal or revocation of the     authority
      proxy or power of attorney or other authority under which the        revoked
      proxy was executed or the transfer of the share in respect of
      which the proxy is given, provided that no intimation in writing
      of such death, insanity, revocation or transfer as aforesaid shall
      have been received by the Company at its Registration Office, or
      at such other place as is referred to in Bye-Law 83, at least two
      hours before the commencement of the meeting or adjourned meeting
      at which the proxy is used.

87.   (A)   Any corporation which is a shareholder of the Company may,
            by resolution of its directors or other governing body or by
            power of attorney, authorise such person as it thinks fit to
            act
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                                      -32-


<TABLE>
<S>                                                                        <C>
            as its corporate representative at any meeting of the
            Company or of any class of shareholders of the Company, and
            the person so authorised shall be entitled to exercise the
            same powers on behalf of the corporation which he represents
            as that corporation could exercise if it were an individual
            shareholder of the Company. References in these Bye-Laws to
            a shareholder present in person at a meeting shall, unless
            the context otherwise requires, include a corporation which
            is a shareholder represented at the meeting by such duly
            authorised corporate representative or by one or more
            proxies. Nothing contained in this Bye-law shall prevent a
            corporation which is a shareholder of the Company from
            appointing one or more proxies to represent it pursuant to
            Bye-law 81.

      (B)   If a Clearing House (or its nominee) is a shareholder of the
            Company, it may appoint such person or persons as it thinks
            fit to act as its proxy or proxies or as its corporate
            representative or representatives, to the extent permitted
            by the Companies Act, at any meeting of the Company or at
            any meeting of any class of shareholders of the Company
            provided that, if more than one proxy or, corporate
            representative is so appointed, the appointment shall
            specify the number and class of shares in respect of which
            each such proxy or corporate representative is so appointed.
            A person so appointed under the provisions of this Bye-law
            shall be entitled to exercise the same powers on behalf of
            the Clearing House (or its nominee) which he represents as
            that Clearing House (or its nominee) could exercise as if it
            were an individual shareholder including the right to vote
            individually on a show of hands notwithstanding the
            provisions of Bye-laws 76 and 81;

                            REGISTERED OFFICE

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

                           BOARD OF DIRECTORS

89.   The number of Directors shall not be less than two. The Company      Constitution
      shall keep at the Registered Office a register of its directors      of Board
      and officers in accordance with the Statutes.
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<TABLE>
<S>                                                                        <C>
90.   The Company in general meeting may by Ordinary Resolution elect a    Alternate
      person or persons qualified to be Directors to act as Directors in   Directors
      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 removed by the Company in general
      meeting by Ordinary Resolution 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 in accordance with Bye-Law 99 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.

91.   (A)   A Director may at any time, by notice in writing signed by     Rights of
            him delivered to the Registered Office or to the Head Office   alternate
            or at a meeting of the Board, appoint any person (including    Directors
            another Director) to act as alternate Director in his place
            during his absence and may in like manner at any time
            determine such appointment. If such person is not another
            Director such appointment unless previously approved by the
            Board shall have effect only upon and subject to being so
            approved. The appointment of an alternate Director shall
            determine on the happening of any event which, were he a
            Director, would cause him to vacate such office or if his
            appointor ceases to be a Director.

      (B)   An alternate Director shall be entitled to contract and be
            interested in and benefit from contracts or arrangements or
            transactions and to be repaid expenses and to be indemnified
            to the same extent mutatis mutandis as if he were a
            Director, but he shall not be entitled to receive from the
            Company in respect of his appointment as alternate Director
            any remuneration except only such part (if any) of the
            ordinary remuneration otherwise payable to his appointor as
            such appointor may by notice in writing to the Company from
            time to time direct.

      (C)   An alternate Director shall, if his appointor so requests,
            be entitled to receive notices of meetings of the Board or
            committees of the Board to the same extent as, but in lieu
            of, the Director appointing him and shall be entitled to
            such extent to attend and vote as a Director at any such
            meeting at which the Director appointing him is not
            personally
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<PAGE>

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<TABLE>
<S>                                                                        <C>
            present and generally at such meeting to exercise and
            discharge all the functions, powers and duties of his
            appointor as a Director and for the purposes of the
            proceedings at such meeting the provisions of these Bye-Laws
            shall apply as if he were a Director.

      (D)   Every person acting as an alternate Director shall (except
            as regards power to appoint an alternate Director 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 the Director
            appointing him.

      (E)   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 notice of his appointment provides to the
            contrary, be as effective as the signature of his appointor.

      (F)   No alternate Director shall by virtue of that position be a
            director for the purposes of the Companies Act, but shall
            nevertheless be subject to the provisions of the Companies
            Act in so far as they relate to the duties and obligations
            of directors (other than the obligations to hold any
            qualifying share in the Company) when performing the
            functions of a Director.

92.   A Director or an alternate Director shall not be required to hold    Attendance at
      any qualification shares but shall nevertheless be entitled to       general
      attend and speak at all general meetings of the Company and all      meetings
      meetings of any class of shareholders of the Company.

93.   The Directors shall be entitled to receive by way of remuneration    Directors'
      for their services as Directors such sum as shall from time to       remuneration
      time be determined by the Company in general meeting, such sum
      (unless otherwise directed by the resolution by which it is voted)
      to be divided amongst the Directors in such proportions and in
      such manner as the Board may agree, or failing agreement, equally,
      except that in such event any Director holding office for less
      than the whole of the relevant period in respect of which the
      remuneration is paid shall only rank in such division in
      proportion to the time during such
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                                      -35-


<TABLE>
<S>                                                                        <C>
      period for which he has held office. The foregoing provisions
      shall not apply to a Director who holds any salaried employment or
      office in the Company except in the case of sums paid in respect
      of Directors' fees.

94.   The Directors shall also be entitled to be repaid all travelling,    Directors'
      hotel and other expenses reasonably incurred by them respectively    expenses
      in or about the performance of their duties as Directors,
      including their expenses of travelling to and from board meetings,
      committee meetings or general meetings or otherwise incurred
      whilst engaged in the business of the Company or in the discharge
      of their duties as Directors.

95.   The Board may grant special remuneration to any Director who,        Special
      being called upon, shall perform any special or extra services to    remuneration
      or at the request of the Company. Such special remuneration may be
      made payable to such Director in addition to or in substitution
      for his ordinary remuneration as a Director, and may be made
      payable by way of salary, commission or participation in profits
      or otherwise as the Board may determine.

96.   (A)   Notwithstanding Bye-Laws 93, 94 and 95, the remuneration of    Remuneration
            an Executive Director or a Director appointed to any other     of Executive
            office in the management of the Company may from time to       Directors, etc.
            time be fixed by the Board and may be by way of salary,
            commission, or participation in profits or otherwise or by
            all or any of those modes and with such other benefits
            (including pension and/or gratuity and/or other benefits on
            retirement) and allowances as the Board may from time to
            time decide. Such remuneration shall be in addition to his
            ordinary remuneration as a Director.

      (B)   Payments to any Director or past Director of any sum by way    Payments for
            of compensation for loss of office or as consideration for     compensation
            or in connection with his retirement from office (not being    for loss of
            a payment to which the Director is contractually entitled)     office
            must be approved by the Company in general meeting.

97.   (A)   A Director shall vacate his office:-
                                                                           When office of
            (i)   if he becomes bankrupt or has a receiving order made     Director to be
                  against him or suspends payment or compounds with        vacated
                  his creditors generally;
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<PAGE>

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<TABLE>
<S>                                                                        <C>
            (ii)  if he becomes a lunatic or of unsound mind;

            (iii) if he absents himself from the meetings of the Board
                  during a continuous period of six 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;

            (iv)  if he becomes prohibited by law from acting as a
                  Director;

            (v)   if by notice in writing delivered to the Company at
                  its Registered Office or at the Head Office he resigns
                  his office;

            (vi)  if he shall be removed from office by an Ordinary
                  Resolution of the Company under Bye-Law 104.

      (B)   No Director shall be required to vacate office or be
            ineligible for re-election or re-appointment as a Director,
            and no person shall be ineligible for appointment as a
            Director, by reason only of his having attained any
            particular age.

98.   (A)   Subject to the Companies Act, a Director may hold any other    Directors'
            office or place of profit with the Company (except that of     interests
            Auditors) 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 Auditors) and he
            or his firm shall be entitled to remuneration for
            professional services as if he were not a Director.

      (C)   A Director may be or become a director or other officer of,
            or otherwise interested in, any company promoted by the
            Company or any other company in which the Company may be
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<PAGE>

                                      -37-


<TABLE>
<S>                                                                        <C>
            interested, and shall not be liable to account to the
            Company or the shareholders for any remuneration, profit or
            other benefit received by him as a director or officer of or
            from his interest in such other company. The Board may also
            cause the voting power conferred by the shares in any other
            company held or owned by the Company to be exercised in such
            manner in all respects as it thinks fit, including the
            exercise thereof in favour of any resolution appointing the
            Directors or any of them to be directors or officers of such
            other company, or voting or providing for the payment of
            remuneration to the directors or officers of such other
            company.

      (D)   A Director shall not vote or be counted in the quorum on any
            resolution of the Board concerning his own appointment as
            the holder of any office or place of profit with the Company
            or any other company in which the Company is interested
            (including the arrangement or variation of the terms
            thereof, or the termination thereof).

      (E)   Where proposals are under consideration concerning the
            appointment (including fixing or varying the terms of or
            terminating the appointment) of two or more Directors to
            offices or employments with the Company or any company in
            which the Company is interested, such proposals shall be
            divided and considered in relation to each Director
            separately and in such case each of the Directors (if not
            prohibited from voting under Bye-Law 98(H))shall be entitled
            to vote (and be counted in the quorum) in respect of each
            resolution except that concerning his own appointment.

      (F)   Subject to the Companies Act and to the next paragraph of
            this Bye-Law, no Director or proposed or intended Director
            shall be disqualified by his office from contracting with
            the Company, either with regard to his tenure of any office
            or place of profit or as vendor, purchaser or in any other
            manner whatever, nor shall any such contract or any other
            contract or arrangement in which any Director is in any way
            interested be liable to be avoided, nor shall any Director
            so contracting or being so interested be liable to account
            to the Company or the shareholders for any remuneration,
            profit or other benefits realised by any such contract or
            arrangement, by reason only of such Director holding that
            office or the fiduciary relationship thereby established.
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<TABLE>
<S>                                                                        <C>
      (G)   A Director who to his knowledge is in any way, whether
            directly or indirectly, interested in a contract or
            arrangement or proposed contract or arrangement with the
            Company shall declare the nature of his interest at the
            meeting of the Board at which the question of entering into
            the contract or arrangement is first taken into
            consideration, if he knows his interest then exists, or in
            any other case at the first meeting of the Board after he
            knows that he is or has become so interested. For the
            purposes of this Bye-Law, a general notice to the Board by a
            Director to the effect that (a) he is a shareholder of a
            specified company or firm and is to be regarded as
            interested in any contract or arrangement which may after
            the date of the notice be made with that company or firm or
            (b) he is to be regarded as interested in any contract or
            arrangement which may after the date of the notice be made
            with a specified person who is connected with him, shall be
            deemed to be a sufficient declaration of interest under this
            Bye-Law in relation to any such contract or arrangement;
            provided that no such notice shall be effective unless
            either it is given at a meeting of the Board or the Director
            takes reasonable steps to secure that it is brought up and
            read at the next Board meeting after it is given.

      (H)   A Director shall not be entitled to vote (nor be counted in
            the quorum) on any resolution of the Board in respect of any
            contract or arrangement or any other proposal in which he or
            any of his associates has any material interest, and if he
            shall do so, his vote shall not be counted (nor is he to be
            counted in the quorum for the resolution), but this
            prohibition shall not apply to any of the following matters
            namely:-

            (i)   the giving of any security or indemnity either:-

                  (a)   to the Director or his associate(s) in respect
                        of money lent or obligations incurred or
                        undertaken by him or any of them at the request
                        of or for the benefit of the Company or any of
                        its subsidiaries; or

                  (b)   to a third party in respect of a debt or
                        obligation of the Company or any of its
                        subsidiaries for which the Director or his
                        associate(s) has himself/themselves assumed
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<TABLE>
<S>                                                                        <C>
                        responsibility in whole or in part and whether
                        alone or jointly under a guarantee or indemnity
                        or by the giving of security;

            (ii)  any proposal concerning an offer of shares or
                  debentures or other securities of or by the Company
                  or any other company which the Company may promote
                  or be interested in for subscription or purchase
                  where the Director or his associate(s) is/are or
                  is/are to be interested as a participant in the
                  underwriting or sub-underwiting of the offer;

            (iii) any proposal concerning any other company in which
                  the Director or his associate(s) is/are interested
                  only, whether directly or indirectly, as an officer
                  or executive or shareholder or in which the Director
                  or his associate(s) is/are beneficially interested
                  in shares of that company provided that the Director
                  and any of his associates are not in aggregate
                  beneficially interested in 5 per cent. or more of
                  the issued shares of any class of such company (or
                  of any third company through which his interest or
                  that of his associate(s) is derived) or of the
                  voting rights;

            (iv)  any proposal or arrangement concerning the benefit
                  of employees of the Company or its subsidiaries
                  including:-

                  (a)   the adoption, modification or operation of any
                        employees' share scheme or any share incentive
                        or share option scheme under which the Director
                        or his associate(s) may benefit; or

                  (b)   the adoption, modification or operation of a
                        pension fund or retirement, death or disability
                        benefits scheme which relates both to Directors,
                        their associates and employees of the Company or
                        any of its subsidiaries and does not provide in
                        respect of any Director or his associate(s), as
                        such any privilege or advantage not generally
                        accorded to the class of persons to which such
                        scheme or fund relates; and

            (v)   any contract or arrangement in which the
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<TABLE>
<S>                                                                        <C>
                  Director or his associate(s) is/are interested in the
                  same manner as other holders of shares or debentures
                  or other securities of the Company by virtue only of
                  his/their interest in shares or debentures or other
                  securities of the Company.

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

                 APPOINTMENT AND RETIREMENT OF DIRECTORS

99.   Notwithstanding any other provisions in the Bye-Laws or other        Rotation and
      terms on which any Director may be appointed or engaged, at each     retirement
      annual general meeting one-third of the Directors for the time       of Directors
      being, or, if their number is not three or a multiple of three,
      then the number nearest to one-third but not greater than
      one-third (or in such other manner of rotation as may be required
      by the Listing Rules), shall retire from office by rotation. The
      Directors to retire in every year shall be those who have been
      longest in office since their last election but as between persons
      who became Directors on the same day shall (unless they otherwise
      agree between themselves) be determined by lot. The retiring
      Directors shall be eligible for re-election. The Company at any
      general meeting at which any Directors retire may fill the vacated
      offices.

100.  If at any general meeting at which an election of Directors ought    Retiring
      to take place the places of the retiring Directors are not filled,   Directors to
      the retiring                                                         remain
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<TABLE>
<S>                                                                        <C>
      Directors or such of them as have not had their places filled        in office
      shall be deemed to have been re-elected and shall, if willing,       until
      continue in office until the next annual general meeting and so on   successors
      from year to year until their places are filled, unless:-            appointed

      (i)   it shall be determined at such meeting to reduce the
            number of Directors; or

      (ii)  it is expressly resolved at such meeting not to fill up
            such vacated offices; or

      (iii) in any such case the resolution for re-election of a
            Director is put to the meeting and lost; or

      (iv)  such Director has given notice in writing to the Company
            that he is not willing to be re-elected.

101.  The Company in general meeting shall from time to time fix and may   Power of
      from time to time by Ordinary Resolution increase or reduce the      general
      maximum and minimum number of Directors but so that the number of    meeting to
      Directors shall never be less than two.                              increase or
                                                                           reduce number
                                                                           of Directors

102.  (A)   The Company may from time to time in general meeting by        Appointment
            Ordinary Resolution elect any person to be a Director either   of Directors
            to fill a casual vacancy or as an addition to the Board. Any
            Director so appointed shall hold office until the next
            following general meeting of the Company (in the case of
            filling a casual vacancy) or until the next following annual
            general meeting of the Company (in the case of an addition
            to the Board), and shall then be eligible for re-election at
            the meeting. The Directors to retire at the annual general
            meeting pursuant to this Bye-Law 102.(A) shall not be taken
            into account in determining the Directors or the number of
            Directors who are to retire by rotation at the annual
            general meeting.

102.  (B)   The Board shall have power from time to time and at any time
            to appoint any person as a Director either to fill a casual
            vacancy or as an addition to the Board but so that the
            number of Directors so appointed shall not exceed the
            maximum number determined from time to time by the
            shareholders in general meeting. Any
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<TABLE>
<S>                                                                        <C>
            Director so appointed shall hold office until the next
            following general meeting of the Company (in the case of
            filling a casual vacancy) or until the next following annual
            general meeting of the Company (in the case of an addition
            to the Board), and shall then be eligible for re-election at
            the meeting. The Directors to retire at the annual general
            meeting pursuant to this Bye-Law 102.(B) shall not be taken
            into account in determining the Directors or the number of
            Directors who are to retire by rotation at the annual
            general meeting.

103.  No person, other than a retiring Director, shall, unless             Notice of
      recommended by the Board for election, be eligible for election to   proposed
      the office of Director at any general meeting, unless notice in      Director to
      writing of the intention to propose that person for election as a    be given
      Director, signed by a shareholder (other than the person to be
      proposed for election as a Director) duly qualified to attend and
      vote at the meeting for which such notice is given, and a notice
      in writing signed by that person of his willingness to be elected
      shall have been lodged at the Head Office or at the Registration
      Office. The minimum length of the period during which such notices
      are given shall be at least seven days and the period of lodgment
      of such notices shall commence no earlier than the day after the
      despatch of the notice of the general meeting appointed for such
      election and end no later than seven days prior to the date of
      such general meeting.

104.  The Company may by Ordinary Resolution remove any Director           Power to
      (including an Executive Director) before the expiration of his       remove
      period of office notwithstanding anything in these Bye-Laws or in    Director by
      any agreement between the Company and such Director (but without     Ordinary
      prejudice to any claim which such Director may have for damages      Resolution
      for any breach of any contract between him and the Company) and
      may elect another person in his stead. Any person so elected shall
      hold office only until the next following general meeting of the
      Company and shall then be eligible for re-election at such
      meeting. If the Director is to retire at an annual general
      meeting, he shall not be taken into account in determining the
      Directors or the number of Directors who are to retire by rotation
      at such annual general meeting.

                            BORROWING POWERS

105.  The Board may from time to time at its discretion                    Power to
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<TABLE>
<S>                                                                        <C>
      exercise all the powers of the Company to raise or borrow or to      borrow
      secure the payment of any sum or sums of money for the purposes of
      the Company and to mortgage or charge its undertaking, property
      and uncalled capital or any part thereof.

106.  The Board may raise or secure the payment or repayment of such sum   Conditions on
      or sums in such manner and upon such terms and conditions in all     which money
      respects as it thinks fit and in particular by the issue of          may be
      debentures, debenture stock, bonds or other securities of the        borrowed
      Company, whether outright or as collateral security for any debt,
      liability or obligation of the Company or of any third party.

107.  Debentures, debenture stock, bonds and other securities may be       Assignment of
      made assignable free from any equities between the Company and the   debentures
      person to whom the same may be issued.                               etc.

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

109.  (A)   The Board shall cause a proper register to be kept of all      Register of
            mortgages and charges specifically affecting the property of   charges to be
            the Company and shall duly comply with such provisions of      kept
            the Companies Act with regard to the registration of
            mortgages and charges as may be specified or required.

      (B)   If the Company issues a series of debentures or debenture      Register of
            stock not transferable by delivery, the Board shall cause a    debentures or
            proper register to be kept of the holders of such              debenture
            debentures.                                                    stock

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

                        EXECUTIVE DIRECTORS, ETC.

111.  The Board may from time to time appoint any one or more of its       Powers to
      body to the office of Executive Director and/or such other office    appoint
      in the management of the business of the Company as it may decide    Executive
      for such period and upon such terms as                               Directors,
                                                                           etc.
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<TABLE>
<S>                                                                        <C>
      it thinks fit and upon such terms as to remuneration as it may
      decide in accordance with Bye-Law 96.

112.  Every Director appointed to an office under Bye-Law 111 hereof       Removal of
      shall, but without prejudice to any claim for damages for breach     Executive
      of any contract of service between himself and the Company, be       Director, etc.
      liable to be dismissed or removed therefrom by the Board.

113.  A Director appointed to an office under Bye-Law 111 shall be         Cessation of
      subject to the same provisions as to rotation, resignation and       appointment
      removal as the other Directors of the Company, and he shall ipso
      facto and immediately cease to hold such office if he shall cease
      to hold the office of Director for any cause.

114.  The Board may from time to time entrust to and confer upon any       Powers may be
      Executive Director all or any of the powers of the Board that it     delegated
      may think fit provided that the exercise of all powers by such
      Director shall be subject to such regulations and restrictions as
      the Board may from time to time make and impose, and the said
      powers may at any time be withdrawn, revoked or varied, but no
      person dealing in good faith and without notice of such
      withdrawal, revocation or variation shall be affected thereby.

                               MANAGEMENT

115.  (A)   The management of the business of the Company shall be         General
            vested in the Board which, in addition to the powers and       powers of
            authorities expressly conferred upon it by these Bye-Laws,     Company
            may exercise all such powers and do all such acts and things   vested in
            as may be exercised or done or approved by the Company and     Board
            which are not hereby or by the Statutes expressly directed
            or required to be exercised or done by the Company in
            general meeting, but subject nevertheless to the provisions
            of the Statutes and of these Bye-Laws and to any regulations
            from time to time made by the Company in general meeting not
            being inconsistent with such provisions of these Bye-Laws,
            provided that no regulation so made shall invalidate any
            prior act of the Board which would have been valid if such
            regulation had not been made.

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

            (i)   to give to any person the right or option
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<TABLE>
<S>                                                                        <C>
                  of requiring at a future date that an allotment shall
                  be made to him of any share at par or at such premium
                  and on such other terms as may be agreed; and

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

                                MANAGERS

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

117.  The appointment of such general manager, manager or managers may     Tenure of
      be for such period as the Board may decide and the Board may         office and
      confer upon him or them all or any of the powers of the Board and    powers
      such title or titles as it may think fit.

118.  The Board may enter into such agreement or agreements with any       Terms and
      such general manager, manager or managers upon such terms and        conditions of
      conditions in all respects as the Board may in its absolute          appointment
      discretion think fit, including a power for such general manager,
      manager or managers to appoint an assistant manager or managers or
      other employees whatsoever under them for the purpose of carrying
      on the business of the Company.

                      CHAIRMAN AND OTHER OFFICERS

119.  The Board may elect any one of its body to act as Chairman and/or    Chairman,
      another to act as Deputy Chairman and may elect or otherwise         Deputy
      appoint other officers and determine the period for which each of    Chairman and
      them is to hold office. The Chairman or, in his absence, the         officers
      Deputy Chairman shall preside at meetings of the Board, but if no
      such Chairman or Deputy Chairman be elected or appointed, or if at
      any meeting the Chairman or Deputy Chairman is not present within
      five minutes after the time appointed for holding the same, the
      Directors present shall choose one of their number to be Chairman
      of such meeting. All
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<TABLE>
<S>                                                                        <C>
      the provisions of Bye-Laws 112, 113 and 114 shall mutatis mutandis
      apply to any Directors elected or otherwise appointed to any
      office in accordance with the provisions of this Bye-Law.

                      PROCEEDINGS OF THE DIRECTORS

120.  The Board may meet together for the despatch of business, adjourn    Meeting of
      and otherwise regulate its meetings and proceedings as it thinks     the Board,
      fit and may determine the quorum necessary for the transaction of    quorum, etc.
      business. Unless otherwise determined two Directors shall be a
      quorum. For the purpose of this Bye-Law an alternate Director
      shall be counted in a quorum but, notwithstanding that an
      alternate Director is also a Director or is an alternate for more
      than one Director, he shall for quorum purposes count as only one
      Director. A meeting of the Board or any committee of 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.

121.  A Director may, and on the request of a Director the Secretary       Convening of
      shall, at any time summon a meeting of the Board which may be held   Board
      in any part of the world provided that no such meeting shall be
      summoned to be held outside the territory in which the Head Office
      is for the time being situate without the prior approval of the
      Directors. Notice thereof shall be given to each Director and
      alternate Director either in writing or by telephone or by telex
      or telegram at the address from time to time notified to the
      Company by such Director or in such other manner as the Board may
      from time to time determine. A Director absent or intended to be
      absent from the territory in which the Head Office is for the time
      being situate may request the Board that notices of Board meetings
      shall during his absence be sent in writing to him at his last
      known address or any other address given by him to the Company for
      this purpose, but such notices need not be given any earlier than
      notices given to Directors not so absent and in the absence of any
      such request it shall not be necessary to give notice of a Board
      meeting to any Director who is for the time being absent from such
      territory. A Director may waive notice of any meeting either
      prospectively or retrospectively.

122.  Questions arising at any meeting of the Board shall be decided by    How questions
      a majority of votes, and in case of an equality of votes the         to be decided
      Chairman shall have a second or casting vote.
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<TABLE>
<S>                                                                        <C>
123.  A meeting of the Board for the time being at which a quorum is       Powers of
      present shall be competent to exercise all or any of the             meeting
      authorities, powers and discretions by or under these Bye-Laws for
      the time being vested in or exercisable by the Board generally.

124.  The Board may delegate any of its powers to committees consisting    Power to
      of such member or members of its body and such other persons as      appoint
      the Board thinks fit, and it may from time to time revoke such       committee and
      delegation or revoke the appointment of and discharge any such       to delegate
      committees either wholly or in part, and either as to persons or
      purposes, but every committee so formed shall in the exercise of
      the powers so delegated conform to any regulations that may from
      time to time be imposed upon it by the Board.

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

126.  The meetings and proceedings of any such committee consisting of     Proceedings
      two or more members shall be governed by the provisions herein       of committee
      contained for regulating the meetings and proceedings of the Board
      so far as the same are applicable thereto and are not replaced by
      any regulations imposed by the Board pursuant to Bye-Law 124.

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

128.  The continuing Directors may act notwithstanding any vacancy in      Directors'
      their body but, if and so long as their number is reduced below      powers when
      the number fixed by or pursuant to these Bye-Laws as the necessary   vacancies
      quorum of Directors, the continuing Director or Directors may act    exists
      for the purpose of increasing the number of Directors to that
      number or of summoning a general meeting of the Company but for no
      other purpose.

129.  A resolution in writing signed by all the Directors                  Directors'
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<TABLE>
<S>                                                                        <C>
      except such as are absent from the territory in which the Head       resolutions
      Office is for the time being situate or temporarily unable to act
      through ill-health or disability (or their alternate Directors)
      shall (so long as such a resolution shall be signed by at least
      two Directors or their alternates and provided that a copy of such
      resolution has been given or the contents thereof communicated to
      all the Directors (or their alternates) for the time being
      entitled to receive notices of Board meetings) be as valid and
      effectual as if it had been passed at a meeting of the Board duly
      convened and held. Any such resolutions in writing may consist of
      several documents in like form each signed by one or more of the
      Directors or alternate Directors.

                                 MINUTES

130.  (A)   The Board shall cause minutes to be made of:-                  Minutes of
                                                                           proceedings of
            (i)   all appointments of officers made by the Board;          meetings and
                                                                           Directors

            (ii)  the names of the Directors present at each meeting of
                  the Board and of committees appointed pursuant to
                  Bye-Law 124; and

            (iii) all resolutions and proceedings at all meetings of the
                  Company and of the Board and of such committees.

      (B)   Any such minutes shall be conclusive evidence of any such
            proceedings if they purport to be signed by the chairman of
            the meeting at which the proceedings were held or by the
            chairman of the next succeeding meeting.

      (C)   The Directors shall duly comply with the provisions of the
            Companies Act in regard to keeping a register of
            shareholders and to the production and furnishing of copies
            of or extracts from such register.

      (D)   Any register, index, minute book, book of account or other
            book required by these presents or the Statutes to be kept
            by or on behalf of the Company may be kept either by making
            entries in bound books or by recording them in any other
            manner which shall include, without prejudice to the
            generality thereof, recording by means of magnetic tape,
            microfilm, computer or any other non-manual system of
            recording. In any case in which bound books are not used,
            the Directors shall take adequate precautions for guarding
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<TABLE>
<S>                                                                        <C>
            against falsification and for facilitating its discovery.

                                SECRETARY

131.  The Secretary shall be appointed by the Board for such term, at      Appointment of
      such remuneration and upon such conditions as it may think fit,      Secretary
      and any Secretary so appointed may be removed by the Board.
      Anything by the Statutes or these Bye-Laws required or authorised
      to be done by or to the Secretary, if the office is vacant or
      there is for any other reason no Secretary capable of acting, may
      be done by or to any assistant or deputy Secretary, or if there is
      no assistant or deputy Secretary capable of acting, by or to any
      officer of the Company authorised generally or specially on behalf
      of the Board. If the Secretary appointed is a corporation or other
      body, it may act and sign by the hand of any one or more of its
      directors or officers duly authorised.

132.  The duties of the Secretary shall be those prescribed by the         Duties of the
      Companies Act and these Bye-Laws, together with such other duties    Secretary
      as may from time to time be prescribed by the Board.

133.  A provision of the Statutes or of these Bye-Laws requiring or        Same person
      authorising a thing to be done by or to a Director and the           not to act
      Secretary shall not be satisfied by its being done by or to the      in two
      same person acting both as Director and as, or in place of, the      capacities at
      Secretary.                                                           once

                 GENERAL MANAGEMENT AND USE OF THE SEAL

134.  (A)   Subject to the Statutes, the Company shall have one or more    Custody of
            Seals as the Directors may determine. The Directors shall      Seal
            provide for the safe custody of each Seal, and no Seal shall
            be used without the authority of the Directors or a
            committee authorised by the Directors in that behalf.

      (B)   Every instrument to which a Seal shall be affixed shall be     Use of Seal
            signed autographically by one Director and the Secretary or
            by two Directors or some other person appointed by the Board
            for the purpose provided that as regards any certificates
            for shares or debentures or other securities of the Company
            the Directors may by resolution determine that such
            signatures or either of them shall be dispensed with or
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<TABLE>
<S>                                                                        <C>
            affixed by some method or system of mechanical signature
            other than autographic as specified in such resolution or
            that such certificates need not be signed by any person.

      (C)   The Company may have a Securities Seal for use for sealing     Securities
            certificates for shares or other securities issued by the      Seal
            Company and no signature of any Director, officer or other
            person and no mechanical reproduction thereof shall be
            required on any such certificates or other document and any
            such certificates or other document to which such Securities
            Seal is affixed shall be valid and deemed to have been
            sealed and executed with the authority of the Board
            notwithstanding the absence of any such signature or
            mechanical reproduction as aforesaid.

135.  All cheques, promissory notes, drafts, bills of exchange and other   Cheques and
      negotiable instruments, and all receipts for moneys paid to the      banking
      Company shall be signed, drawn, accepted, endorsed or otherwise      arrangements
      executed, as the case may be, in such manner as the Board shall
      from time to time by resolution determine. The Company's banking
      accounts shall be kept with such banker or bankers as the Board
      shall from time to time determine.

136.  (A)   The Board may from time to time and at any time, by power of   Power to
            attorney under the Seal, appoint any company, firm or person   appoint
            or any fluctuating body of persons, whether nominated          attorney
            directly or indirectly by the Board, to be the attorney or
            attorneys of the Company for such purposes and with such
            powers, authorities and discretions (not exceeding those
            vested in or exercisable by the Board under these Bye-Laws)
            and for such period and subject to such conditions as it may
            think fit, and any such power of attorney may contain such
            provisions for the protection and convenience of persons
            dealing with any such attorney as the Board may think fit,
            and may also authorise any such attorney to sub-delegate all
            or any of the powers, authorities and discretions vested in
            him.

      (B)   The Company may, by writing under its Seal, empower any        Execution of
            person, either generally or in respect of any specified        deeds by
            matter, as its attorney to execute deeds and instruments on    attorney
            its behalf and to enter into contracts and sign the same on
            its behalf and every deed signed by such attorney on behalf
            of the
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<TABLE>
<S>                                                                        <C>
            Company and under his seal shall bind the Company and have
            the same effect as if it were under the Seal.

137.  The Board may establish any committees, regional or local boards     Regional or
      or agencies for managing any of the affairs of the Company, either   local boards
      in the Relevant Territory or elsewhere, and may appoint any
      persons to be members of such committees, regional or local boards
      or agencies and may fix their remuneration, and may delegate to
      any committee, regional or local board or agent any of the powers,
      authorities and discretions vested in the Board (other than its
      powers to make calls and forfeit shares), with power to
      sub-delegate, and may authorise the members of any regional or
      local board or any of them to fill any vacancies therein and to
      act notwithstanding any such vacancies, and any such appointment
      or delegation may be upon such terms and subject to such
      conditions as the Board may think fit, and the Board may remove
      any person so appointed and may annul or vary any such delegation,
      but no person dealing in good faith and without notice of any such
      annulment or variation shall be affected thereby.

138.  The Board may establish and maintain or procure the establishment    Power to
      and maintenance of any contributory or non-contributory pension or   establish
      superannuation funds for the benefit of, or give or procure the      pension funds
      giving of donations, gratuities, pensions, allowances or
      emoluments to, any persons who are or were at any time in the
      employment or service of the Company, or of any company which is a
      subsidiary of the Company, or is allied or associated with the
      Company or with any such subsidiary company, or who are or were at
      any time directors or officers of the Company or of any such other
      company as aforesaid and the spouses, widows, widowers, families
      and dependants of any such persons. The Board may also establish
      and subsidise or subscribe to any institutions, associations,
      clubs or funds calculated to be for the benefit of or to advance
      the interests and well-being of the Company or of any such other
      company as aforesaid or of any such persons as aforesaid, and may
      make payments for or towards the insurance of any such persons as
      aforesaid, and subscribe or guarantee money for charitable or
      benevolent objects or for any exhibition or for any public,
      general or useful object. The Board may do any of the matters
      aforesaid, either alone or in conjunction with any such other
      company as aforesaid. Any Director holding any such employment or
      office shall be entitled to participate in and retain for his own
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<TABLE>
<S>                                                                        <C>
      benefit any such donation, gratuity, pension, allowance or
      emolument.

                       AUTHENTICATION OF DOCUMENTS

139.  Any Director or the Secretary or other authorised officer of the     Power to
      Company shall have power to authenticate any documents affecting     authenticate
      the constitution of the Company and any resolutions passed by the
      Company or the Directors or any committee, and any books, records,
      documents and accounts relating to the business of the Company,
      and to certify copies thereof or extracts therefrom as true copies
      of extracts; and where any books, records, documents or accounts
      are elsewhere than at the Registered Office or the Head Office,
      the local manager or such other officer of the Company having the
      custody thereof shall be deemed to be the authorised officer of
      the Company as aforesaid. A document purporting to be a copy of a
      resolution, or an extract from the minutes of a meeting, of the
      Company or of the Directors or any local board or committee which
      is certified as aforesaid shall be conclusive evidence in favour
      of all persons dealing with the Company upon the faith thereof
      that such resolution has been duly passed or, as the case may be,
      that any minute so extracted is a true and accurate record of
      proceedings at a duly constituted meeting.

                       CAPITALISATION OF RESERVES

140.  (A)   The Company in general meeting may, upon the recommendation    Power to
            of the Board, resolve to capitalise any part of the            capitalise
            Company's reserves (including any contributed surplus
            account and also including any share premium account or
            other undistributable reserve, but subject to the provisions
            of the law with regard to unrealised profits) or undivided
            profits not required for the payment or provision of the
            dividend on any shares with a preferential right to
            dividend, and accordingly that such part be sub-divided
            amongst the shareholders who would have been entitled
            thereto if distributed by way of dividend and in the same
            proportions, on condition that the same be not paid in cash
            but be applied either in or towards paying up any amounts
            for the time being unpaid on any shares held by such
            shareholders respectively or paying up in full unissued
            shares or debentures or other securities of the Company to
            be allotted and
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<TABLE>
<S>                                                                        <C>
            distributed credited as fully paid to and amongst such
            shareholders in the proportion aforesaid, or partly in one
            way and partly in the other provided that for the purpose of
            this Bye-Law, any amount standing to the credit of any share
            premium account may only be applied in the paying up of
            unissued shares to be issued to shareholders of the Company
            as fully paid and provided further that any sum standing to
            the credit of the share premium account may only be applied
            in crediting as fully paid shares of the same class as that
            from which the relevant share premium was derived.

      (B)   Whenever such a resolution as aforesaid shall have been        Effect of
            passed the Board shall make all appropriations and             resolution to
            applications of the reserves or undivided profits resolved     capitalise
            to be capitalised thereby, and all allotments and issues of
            fully paid shares, debentures, or other securities and
            generally shall do all acts and things required to give
            effect thereto. For the purpose of giving effect to any
            resolution under this Bye-Law, the Board may settle any
            difficulty which may arise in regard to a capitalisation
            issue as it thinks fit, and in particular may disregard
            fractional entitlements or round the same up or down and may
            determine that cash payments shall be made to any
            shareholders in lieu of fractional entitlements or that
            fractions of such value as the Board may determine may be
            disregarded in order to adjust the rights of all parties or
            that fractional entitlements shall be aggregated and sold
            and the benefit shall accrue to the Company rather than to
            the shareholders concerned. The Board may appoint any person
            to sign on behalf of the persons entitled to share in a
            capitalisation issue a contract for allotment and such
            appointment shall be effective and binding upon all
            concerned, and the contract may provide for the acceptance
            by such persons of the shares, debentures or other
            securities to be allotted and distributed to them
            respectively in satisfaction of their claims in respect of
            the sum so capitalised.

               DIVIDENDS, CONTRIBUTED SURPLUS AND RESERVES

141.  The Company in general meeting may declare dividends in any          Power to
      currency but no dividends shall exceed the amount recommended by     declare
      the Board.                                                           dividends
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<TABLE>
<S>                                                                        <C>
142.  (A)   The Board may subject to Bye-Law 143 from time to time pay     Board's power
            to the shareholders such interim dividends as appear to the    to pay
            Board to be justified by the position of the Company and, in   interim
            particular (but without prejudice to the generality of the     dividends
            foregoing), if at any time the share capital of the Company
            is divided into different classes, the Board may pay such
            interim dividends in respect of those shares in the capital
            of the Company which confer to the holders thereof deferred
            or non-preferential rights as well as in respect of those
            shares which confer on the holders thereof preferential
            rights with regard to dividend and provided that the Board
            acts bona fide the Board shall not incur any responsibility
            to the holders of shares conferring any preference for any
            damage that they may suffer by reason of the payment of an
            interim dividend on any shares having deferred or
            non-preferential rights.

      (B)   The Board may also pay half-yearly or at other suitable
            intervals to be settled by it any dividend which may be
            payable at a fixed rate if the Board is of the opinion that
            the profits justify the payment.

143.  (A)   No dividend shall be declared or paid and no distribution of   Dividend not
            contributed surplus made otherwise than in accordance with     to be paid
            the Statutes. No dividend shall be paid otherwise than out     out of
            of profits available for distribution.                         capital/
                                                                           Distribution
      (B)   Subject to the provisions of the Companies Act (but without    of
            prejudice to paragraph (A) of this Bye-Law), where any         contributed
            asset, business or property is bought by the Company as from   surplus
            a past date (whether such date be before or after the
            incorporation of the Company) the profits and losses thereof
            as from such date may at the discretion of the Directors in
            whole or in part be carried to revenue account and treated
            for all purposes as profits or losses of the Company, and be
            available for dividend accordingly. Subject as aforesaid, if
            any shares or securities are purchased cum dividend or
            interest, such dividend or interest may at the discretion of
            the Board be treated as revenue, and it shall not be
            obligatory to capitalise the same or any part thereof.

      (C)   Subject to Bye-Law 143 (D) all dividends and other
            distributions in respect of shares in the Company shall be
            stated and discharged, in the case of shares denominated in
            Hong Kong dollars, in Hong Kong
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<TABLE>
<S>                                                                        <C>
            dollars, and in the case of shares denominated in United
            States dollars, in United States dollars, provided that, in
            the case of shares denominated in Hong Kong dollars, the
            Board may determine in the case of any distribution that
            shareholders may elect to receive the same in United States
            dollars or any other currency selected by the Board,
            conversion to be effected at such rate of exchange as the
            Board may determine.

      (D)   If, in the opinion of the Board, any dividend or other
            distribution in respect of shares or any other payment to be
            made by the Company to any shareholder is of such a small
            amount as to make payment to that shareholder in the
            relevant currency impracticable or unduly expensive either
            for the Company or the shareholder then such dividend or
            other distribution or other payment may, at the discretion
            of the Board, be paid or made in the currency of the country
            of the relevant shareholder (as indicated by the address of
            such shareholder on the register).

144.  Notice of the declaration of an interim dividend may be given by     Notice of
      advertisement or in such other manner as is permissible under the    interim
      Listing Rules and other relevant legislation in the Relevant         dividend
      Territory and in such other territory or territories as the Board
      may determine and in such manner as the Board shall determine.

145.  No dividend or other moneys payable on or in respect of a share      No interest
      shall bear interest as against the Company.                          on dividend

146.  Whenever the Board or the Company in general meeting has resolved    Dividend in
      that a dividend be paid or declared, the Board may further resolve   specie
      that such dividend be satisfied wholly or in part by the
      distribution of specific assets of any kind and in particular of
      paid up shares, debentures or warrants to subscribe for securities
      of the Company or any other company, or in any one or more of such
      ways, with or without offering any rights to shareholders to elect
      to receive such dividend in cash, and where any difficulty arises
      in regard to the distribution the Board may settle the same as it
      thinks expedient, and in particular may disregard fractional
      entitlements or round the same up or down, and may fix the value
      for distribution of such specific assets, or any part thereof, and
      may determine that cash payments shall be made to any shareholders
      upon the footing of the value so fixed in order to adjust the rights
      of all parties and may determine that
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<TABLE>
<S>                                                                        <C>

      fractional entitlements shall be aggregated and sold and the
      benefit shall accrue to the Company rather than to the
      shareholders concerned, and may vest any such specific assets in
      trustees as may seem expedient to the Board and may appoint any
      person to sign any requisite instruments of transfer and other
      documents on behalf of the persons entitled to the dividend and
      such appointment shall be effective. Where requisite, the Board
      may appoint any person to sign a contract on behalf of the
      persons entitled to the dividend and such appointment shall be
      effective. The Board may resolve that no such assets shall be
      made available or paid to shareholders with registered addresses
      in any particular territory or territories being a territory or
      territories where, in the absence of a registration statement or
      other special formalities, this would or might, in the opinion
      of the Board, be unlawful or impracticable and in such event the
      only entitlement of the shareholders aforesaid shall be to
      receive cash payments as aforesaid. Shareholders affected as a
      result of the foregoing sentence shall not be or be deemed to be
      a separate class of shareholders for any purpose whatsoever.

147.  (A)   Whenever the Board or the Company in general meeting has       Scrip
            resolved that a dividend be paid or declared on the share      dividends
            capital of the Company, the Board may further resolve:-

      either

            (i)   that such dividend be satisfied wholly or in part in
                  the form of an allotment of shares credited as fully
                  paid up on the basis that the shares so allotted
                  shall be of the same class or classes as the class or
                  classes already held by the allottee, provided that
                  the shareholders entitled thereto will be entitled to
                  elect to receive such dividend (or part thereof) in
                  cash in lieu of such allotment.  In such case, the
                  following provisions shall apply:-

                  (a)   the basis of any such allotment shall be
                        determined by the Board;

                  (b)   the Board, after determining the basis of
                        allotment, shall give not less than two weeks'
                        notice in writing to the shareholders of the
                        right of election accorded to them and shall
                        send with such notice forms of election and
                        specify the procedure
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<TABLE>
<S>                                                                        <C>
                        to be followed and the place at which and the
                        latest date and time by which duly completed
                        forms of election must be lodged in order to be
                        effective;

                  (c)   the right of election may be exercised in
                        respect of the whole or part of that portion of
                        the dividend in respect of which the right of
                        election has been accorded; and

                  (d)   the dividend (or that part of the dividend to be
                        satisfied by the allotment of shares as
                        aforesaid) shall not be payable in cash on
                        shares in respect whereof the cash election has
                        not been duly exercised ("the non-elected
                        shares") and in lieu and in satisfaction thereof
                        shares shall be allotted credited as fully paid
                        up to the holders of the non-elected shares on
                        the basis of allotment determined as aforesaid
                        and for such purpose the Board shall capitalise
                        and apply out of any part of the undivided
                        profits of the Company or any part of any of the
                        Company's reserve accounts (including any
                        special account, contributed surplus account,
                        share premium account and capital redemption
                        reserve fund (if there be any such reserve)) as
                        the Board may determine a sum equal to the
                        aggregate nominal amount of the shares to be
                        allotted on such basis and apply the same in
                        paying up in full the appropriate number of
                        shares for allotment and distribution to and
                        amongst the holders of the non-elected shares on
                        such basis.

      or

            (ii)  that shareholders entitled to such dividend will be
                  entitled to elect to receive an allotment of shares
                  credited as fully paid up in lieu of the whole or such
                  part of the dividend as the Directors may think fit on
                  the basis that the shares so allotted shall be of the
                  same class or classes as the class or classes of
                  shares already held by the allottee. In such case, the
                  following provisions shall apply:-
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<TABLE>
<S>                                                                        <C>
                  (a)   the basis of any such allotment shall be
                        determined by the Board;

                  (b)   the Board, after determining the basis of
                        allotment, shall give not less than two weeks'
                        notice in writing to the shareholder of the
                        right of election accorded to them and shall
                        send with such notice forms of election and
                        specify the procedure to be followed and the
                        place at which and the latest date and time by
                        which duly completed forms of election must be
                        lodged in order to be effective;

                  (c)   the right of election may be exercised in
                        respect of the whole or part of that portion of
                        the dividend in respect of which the right of
                        election has been accorded; and

                  (d)   the dividend (or that part of the dividend in
                        respect of which a right of election has been
                        accorded) shall not be payable on shares in
                        respect whereof the share election has been duly
                        exercised ("the elected shares") and in lieu
                        thereof shares shall be allotted credited as
                        fully paid up to the holders of the elected
                        shares on the basis of allotment determined as
                        aforesaid and for such purpose the Board shall
                        capitalise and apply out of any part of the
                        undivided profits of the Company or any part of
                        any of the Company's reserve accounts (including
                        any special account, contributed surplus
                        account, share premium account and capital
                        redemption reserve fund (if there be any such
                        reserve)) as the Board may determine a sum equal
                        to the aggregate nominal amount of the shares to
                        be allotted on such basis and apply the same in
                        paying up in full the appropriate number of
                        shares for allotment and distribution to and
                        amongst the holders of the elected shares on
                        such basis.

      (B)   The shares allotted pursuant to the provisions of paragraph
            (A) of this Bye-Law shall rank pari passu in all respects
            with the shares then in issue save only as regards
            participation:-
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<PAGE>

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<TABLE>
<S>                                                                        <C>
            (i)   in the relevant dividend (or the right to receive or
                  to elect to receive an allotment of shares in lieu
                  thereof as aforesaid); or

            (ii)  in any other distributions, bonuses or rights paid,
                  made, declared or announced prior to or
                  contemporaneously with the payment or declaration of
                  the relevant dividend.

            Unless, contemporaneously with the announcement by the Board
            of its proposal to apply the provisions of sub-paragraph (i)
            or (ii) of paragraph (A) of this Bye-Law in relation to the
            relevant dividend or contemporaneously with its announcement
            of the distribution, bonus or rights in question, the Board
            shall specify that the shares to be allotted pursuant to the
            provisions of paragraph (A) of this Bye-Law shall rank for
            participation in such distribution, bonus or rights.

      (C)   The Board may do all acts and things considered necessary or
            expedient to give effect to any capitalisation pursuant to
            the provisions of paragraph (A) of this Bye-Law with full
            power to the Board to make such provisions as they think fit
            in the case of shares becoming distributable in fractions
            (including provisions whereby, in whole or in part,
            fractional entitlements are aggregated and sold and the net
            proceeds distributed to those entitled, or are disregarded
            or rounded up or down or whereby the benefit of fractional
            entitlements accrues to the Company rather than to the
            shareholders concerned). The Board may authorise any person
            to enter into on behalf of all shareholders interested an
            agreement with the Company providing for such capitalisation
            and matters incidental thereto and any agreement made
            pursuant to such authority shall be effective and binding on
            all concerned.

      (D)   The Company may upon the recommendation of the Board by
            Special Resolution resolve in respect of any one particular
            dividend of the Company that notwithstanding the provisions
            of paragraph (A) of this Bye-Law a dividend may be satisfied
            wholly in the form of an allotment of shares credited as
            fully paid up without offering any right to shareholders to
            elect to receive such dividend in cash in lieu of such
            allotment.
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<TABLE>
<S>                                                                        <C>
      (E)   The Board may on any occasion determine that rights of
            election and the allotment of shares under paragraph (A) of
            this Bye-Law shall not be made available or made to any
            shareholders with registered addresses in any territory
            where in the absence of a registration statement or other
            special formalities the circulation of an offer of such
            rights of election or the allotment of shares would or might
            be unlawful, and in such event the provisions aforesaid
            shall be read and construed subject to such determination.

148.  The Board may, before recommending any dividend, set aside out of    Reserves
      the profits of the Company such sums as it thinks fit as a reserve
      or reserves which shall, at the discretion of the Board, be
      applicable for meeting claims on or liabilities of the Company or
      contingencies or for paying off any loan capital or for equalising
      dividends or for any other purpose to which the profits of the
      Company may be properly applied, and pending such application may,
      at the like discretion, either be employed in the business of the
      Company or be invested in such investments (other than shares of
      the Company) as the Board may from time to time think fit, and so
      that it shall not be necessary to keep any investments
      constituting the reserve or reserves separate or distinct from any
      other investments of the Company. The Board may also without
      placing the same to reserve carry forward any profits which it may
      think prudent not to distribute by way of dividend.

149.  Unless and to the extent that the rights attached to any shares or   Dividends to
      the terms of issue thereof otherwise provide, all dividends shall    be paid in
      (as regards any shares not fully paid throughout the period in       proportion to
      respect of which the dividend is paid) be apportioned and paid pro   paid up
      rata according to the amounts paid or credited as paid up on the     capital
      shares during any portion or portions of the period in respect of
      which the dividend is paid. For the purposes of this Bye-Law no
      amount paid on a share in advance of calls shall be treated as
      paid on the share.

150.  (A)   The Board may retain any dividends or other moneys payable     Retention of
            on or in respect of a share upon which the Company has a       dividends etc.
            lien, and may apply the same in or towards satisfaction of
            the debts, liabilities or engagements in respect of which
            the lien exists.

      (B)   The Board may deduct from any dividend or bonus                Deduction
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<TABLE>
<S>                                                                        <C>
            payable to any shareholder all sums of money (if any)          of debts
            presently payable by him to the Company on account of calls,
            instalments or otherwise.

151.  Any general meeting sanctioning a dividend may make a call on the    Dividend and
      shareholders of such amount as the meeting fixes, but so that the    call together
      call on each shareholder shall not exceed the dividend payable to
      him, and so that the call shall be made payable at the same time
      as the dividend, and the dividend may, if so arranged between the
      Company and the shareholder, be set off against the call.

152.  A transfer of shares shall not pass the right to any dividend or     Effect of
      bonus declared thereon before the registration of the transfer.      transfer

153.  If two or more persons are registered as joint holders of any        Receipt for
      share, any one of such persons may give effectual receipts for any   dividends by
      dividends, interim dividends or bonuses and other moneys payable     joint holders
      in respect of such shares.                                           of share

154.  Unless otherwise directed by the Board, any dividend or bonus may    Payment by
      be paid by cheque or warrant sent through the post to the            post
      registered address of the shareholder entitled, or, in case of
      joint holders, to the registered address of that one whose name
      stands first in the register in respect of the joint holding or to
      such person and to such address as the holder or joint holders may
      in writing direct. Every cheque or warrant so sent shall be made
      payable to the order of the person to whom it is sent, and the
      payment of any such cheque or warrant shall operate as a good
      discharge to the Company in respect of the dividend and/or bonus
      represented thereby, notwithstanding that it may subsequently
      appear that the same has been stolen or that any endorsement
      thereon has been forged.

155.  All dividends or bonuses unclaimed for one year after having been    Unclaimed
      declared may be invested or otherwise made use of by the Board for   dividend
      the benefit of the Company until claimed and the Company shall not
      be constituted a trustee in respect thereof. All dividends or
      bonuses unclaimed for six years after having been declared may be
      forfeited by the Board and shall revert to the Company.

156.  Any resolution declaring a dividend on shares of any class,          Record dates
      whether a resolution of the Company in general meeting or a
      resolution of the Directors, may specify that the same shall be
      payable or made to the persons registered as the holder of such
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<PAGE>

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<TABLE>
<S>                                                                        <C>
      shares at the close of business on a particular date,
      notwithstanding that it may be a date prior to that on which the
      resolution is passed, and thereupon the dividend or other
      distribution shall be payable or made to them in accordance with
      their respective holdings so registered, but without prejudice to
      the rights inter se in respect of such dividend or other
      distribution between the transferors and transferees of any such
      shares. The provisions of this Bye-Law shall mutatis mutandis
      apply to bonuses, capitalisation issues, distributions of realised
      capital profits or offers or grants made by the Company to the
      shareholders.

                DISTRIBUTION OF REALISED CAPITAL PROFITS

157.  The Company in general meeting may at any time and from time to      Distribution
      time resolve that any surplus moneys in the hands of the Company     of realised
      representing capital profits arising from moneys received or         capital
      recovered in respect of or arising from the realisation of any       profits
      capital assets of the Company or any investments representing the
      same and not required for the payment or provision of any fixed
      preferential dividend instead of being applied in the purchase of
      any other capital assets or for other capital purposes be
      distributed amongst the ordinary shareholders on the footing that
      they receive the same as capital and in the shares and proportions
      in which they would have been entitled to receive the same if it
      had been distributed by way of dividend, provided that no such
      profits as aforesaid shall be so distributed unless there shall
      remain in the hands of the Company a sufficiency of other assets
      to answer in full the whole of the liabilities and paid-up share
      capital of the Company for the time being.

                             ANNUAL RETURNS

158.  The Board shall make or cause to be made such annual or other        Annual Returns
      returns or filings as may be required to be made in accordance
      with the Statutes.

                                ACCOUNTS

159.  The Board shall cause true accounts to be kept of the sums of        Accounts to
      money received and expended by the Company, and the matters in       be kept
      respect of which such receipts and expenditure take place; and of
      the property, assets, credits and liabilities of the Company and
      of all other matters required by the Statutes or necessary to give
      a true and fair view
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<TABLE>
<S>                                                                        <C>
      of the state of the Company's affairs and to show and explain its
      transactions.

160.  The books of account shall be kept at the Head Office or at such     Where
      other place or places as the Board thinks fit and shall always be    accounts to
      open to the inspection of the Directors provided that such records   be kept
      as are required by the Statutes shall also be kept at the
      Registered Office.

161.  No shareholder (not being a Director) or other person shall have     Inspection by
      any right of inspecting any account or book or document of the       shareholders
      Company except as conferred by the Statutes or ordered by a court
      of competent jurisdiction or authorised by the Board or the
      Company in general meeting.

162.  (A)   The Board shall from time to time cause to be prepared and     Annual profit
            laid before the Company at its annual general meeting such     and loss
            profit and loss accounts, balance sheets, group accounts (if   account and
            any) and reports as are required by the Statutes.              balance sheet

      (B)   Every balance sheet of the Company shall be signed on behalf   Annual report
            of the Board by two of the Directors and subject to            of Directors
            paragraph (C) below, a copy of every balance sheet             and balance
            (including every document required by law to be comprised      sheet to be
            therein or annexed thereto) and profit and loss account        sent to
            which is to be laid before the Company at its annual general   shareholders
            meeting, together with a copy of the Directors' report and a
            copy of the Auditors' report or a Summary Financial Report
            in place of the Directors' report and the Auditors' report
            (provided that prior consent has been obtained from the
            shareholder and to the extent as allowed by the Companies
            Act and other relevant legislations, regulations and the
            Listing Rules), shall not less than twenty-one days before
            the date of the meeting be sent using electronic means
            (provided that prior consent has been obtained from the
            shareholder pursuant to the Companies Act and other relevant
            legislations, regulations and the Listing Rules) or by post
            in a prepaid envelope or wrapper or by delivery or by
            leaving it at such registered address as appearing in the
            register or served personally or otherwise made available by
            the Company using electronic means to every shareholder of,
            and every holder of debentures of, the Company and every
            other person entitled to receive notices of general meetings
            of the Company under the provisions of the Companies Act or
            these Bye-Laws, provided
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<S>                                                                        <C>
            that this Bye-Law shall not require a copy of those
            documents to be sent, served or otherwise made available to
            any person of whose address the Company is not aware or to
            more than one of the joint holders of any shares or
            debentures, but any shareholder or holder of debentures to
            whom a copy of those documents has not been sent, served or
            otherwise made available to shall be entitled to receive a
            copy free of charge on application at the Head Office or the
            Registration Office. If all or any of the shares or
            debentures of the Company shall for the time being be (with
            the consent of the Company) listed or dealt in on any stock
            exchange, there shall be forwarded to the appropriate
            officer of such stock exchange such number of copies of such
            documents as may for the time being be required under its
            regulations or practice.

      (C)   For the purpose of this Bye-Law, subject to compliance with
            the publication, shareholder's consent and notification
            requirements of the Statutes and any rules prescribed by the
            stock exchange in the Relevant Territory from time to time,
            publication by the Company on the Company's web-site of
            those documents to be sent to shareholders of the Company in
            paragraph (B) above at least 21 days before the date of the
            annual general meeting shall, in relation to each such
            shareholder of the Company, be deemed to discharge the
            Company's obligations under paragraph (B) above.

                                AUDITORS

163.  (A)   Auditors shall be appointed and the terms and tenure of such   Appointment
            appointment and their duties at all times regulated in         of Auditors
            accordance with the provisions of the Companies Act.

      (B)   The Company shall at each annual general meeting appoint one
            or more firms of auditors to hold office until the
            conclusion of the next annual general meeting, but if an
            appointment is not made, the Auditors in office shall
            continue in office until a successor is appointed. A
            Director, officer or employee of the Company or of any of
            its subsidiaries or a partner, officer or employee of any
            such Director, officer or employee shall not be capable of
            being appointed Auditors of the Company. The Board may fill
            any casual vacancy in the office of Auditors, but while any
            such vacancy continues the surviving or continuing
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<S>                                                                        <C>
            Auditors (if any) may act. Subject as otherwise provided by
            the Companies Act, the remuneration of the Auditors shall be
            fixed by or on the authority of the Company in the annual
            general meeting except that in any particular year the
            Company in general meeting may delegate the fixing of such
            remuneration to the Board and the remuneration of any
            Auditors appointed to fill any casual vacancy may be fixed
            by the Directors.

164.  The Auditors shall have a right of access at all times to the        Auditors to
      books and accounts and vouchers of the Company and shall be          have right of
      entitled to require from the Directors and officers of the Company   access to
      such information as may be necessary for the performance of his or   books and
      their duties, and the Auditors shall make a report to the            accounts
      shareholders on the accounts examined by them and on every balance
      sheet, consolidated balance sheet and consolidated profit and loss
      account intended to be laid before the Company in the annual
      general meeting during their tenure of office as required by the
      Statutes.

165.  A person other than the retiring Auditors shall not be capable of    Appointment
      being appointed Auditors at an annual general meeting unless         of auditors
      notice of an intention to nominate that person to the office of      other than
      Auditors has been given to the Company not less than fourteen days   retiring
      before the annual general meeting, and the Company shall send a      auditors
      copy of any such notice to the retiring Auditors and shall give
      notice thereof to the shareholders not less than seven days before
      the annual general meeting provided that the above requirements
      may be waived by notice in writing by the retiring Auditors to the
      Secretary provided that if after a notice of the intention to
      nominate Auditors has been so given an annual general meeting is
      called for a date fourteen days or less after that notice has been
      given, the notice, though not given within the time required by
      this Bye-Law, shall be deemed to have been properly given for the
      purposes thereof, and the notice to be sent or given by the
      Company may instead of being sent or given within the time
      required by this provision be sent or given at the same time as
      the notice of the annual general meeting.

166.  Subject to the provisions of the Companies Act, all acts done by     Defect of
      any person acting as Auditors shall, as regards all persons          appointment
      dealing in good faith with the Company, be valid, notwithstanding
      that there was some defect in their appointment or that they were
      at the time of their appointment not qualified for appointment or
      subsequently became disqualified.
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<S>                                                                        <C>
                                 NOTICES

167.(A)(1)  Except where otherwise expressly stated, any notice to be      Service of
            given to or by any person pursuant to these Bye-Laws shall     notices
            be in writing or, to the extent permitted by the Statutes
            and any applicable rules prescribed by the stock exchange in
            the Relevant Territory from time to time and subject to this
            Bye-Laws, contained in an electronic communication. A notice
            calling a meeting of the Directors need not be in writing.

167.(A)(2)  A notice or document (including a share certificate) may be
            served on or delivered to any shareholder of the Company
            either personally or by sending it through the post in a
            prepaid envelope or wrapper addressed to such shareholder at
            his registered address as appearing in the register or by
            leaving it at that address addressed to the shareholder or
            by any other means authorized in writing by the member
            concerned or by publishing it by way of advertisement in the
            Newspapers. In the case of joint holders whose name stands
            first in the register and notice so given shall be
            sufficient notice to all the joint holders. Without limiting
            the generality of the foregoing but subject to the Statutes
            and any rules prescribed by the stock exchange in the
            Relevant Territory from time to time, a notice or document
            may be served or delivered by the Company to any shareholder
            by electronic means to such address as may from time to time
            be authorised by the member concerned or by publishing it on
            a computer network and notifying the shareholder concerned,
            in such manner as he may from time to time authorize, that
            it has been so published.

167.(A)(3)  Any such notice or document may be served or delivered by
            the Company by reference to the register as it stands at any
            time not more than fifteen days before the date of service
            or delivery. No change in the register after that time shall
            invalidate that service or delivery. Where any notice or
            document is served or delivered to any person in respect of
            a share in accordance with these Bye-Laws, no person
            deriving any title or interest in that share shall be
            entitled to any further service or delivery of that notice
            or document.

167.(B)(1)  Any notice or document required to be sent to
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<S>                                                                        <C>
            or served upon the Company, or upon any officer of the
            Company, may be sent or served by leaving the same or
            sending it through the post in a prepaid envelop or wrapper
            addressed to the Company or to such officer at the Company's
            head office or Registered Office.

167.(B)(2)  The Directors may from time to time specify the form and
            manner in which a notice may be given to the Company by
            electronic means, including one or more addresses for the
            receipt of an electronic communication, and may prescribe
            such procedures as they deem fit for verifying the
            authenticity or integrity of any such electronic
            communication. Any notice may be given to the Company by
            electronic means only if it is given in accordance with the
            requirements specified by the Directors.

168.  Any shareholder whose registered address is outside the Relevant     Shareholders
      Territory may notify the Company in writing of an address in the     out of the
      Relevant Territory which for the purpose of service of notice        Relevant
      shall be deemed to be his registered address. Where the registered   Territory
      address of the shareholder is outside the Relevant Territory,
      notice, if given through the post, shall be sent by prepaid
      airmail letter.

169.  Any notice or other document, if sent by mail, postage prepaid,      When notice
      shall be deemed to have been served or delivered on the day          by post
      following that on which the letter, envelope, or wrapper             deemed to be
      containing the same is put into the post. In proving such service    served
      it shall be sufficient to prove that the letter, envelope or
      wrapper containing the notice or document was properly addressed
      and put into the post as prepaid mail. Any notice or document not
      sent by post but deposited by the Company at a registered address
      shall be deemed to have been served or delivered on the day that
      it was so deposited. Any notice or document, if sent by electronic
      means (including through any relevant system), shall be deemed to
      have been given on the day following that on which the electronic
      communication was sent by or on behalf of the Company. Any notice
      or document served or delivered by the Company by any other means
      authorised in writing by the shareholder concerned shall be deemed
      to have been served when the Company has carried out the action it
      has been authorised to take for that purpose. Any notice or other
      document published by way of advertisement or on a computer
      network shall be deemed to have been served or delivered on the
      day it was so published.

170.  A notice may be given by the Company to the person                   Service of
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<S>                                                                        <C>
      entitled to a share in consequence of the death, mental disorder     notice to
      or bankruptcy of a shareholder by sending it through the post in a   persons
      prepaid envelope or wrapper addressed to him by name, or by the      entitled on
      title of representative of the deceased, or trustee of the           death, mental
      bankrupt, or by any like description, at the address, if any,        disorder or
      supplied for the purpose by the person claiming to be so entitled,   bankruptcy
      or (until such an address has been so supplied) by giving the
      notice in any manner in which the same might have been given if
      the death, mental disorder or bankruptcy had not occurred.

171.  Any person who by operation of law, transfer or other means          Transferee to
      whatsoever shall become entitled to any share shall be bound by      be bound by
      every notice in respect of such share which prior to his name and    prior notices
      address being entered on the register shall have been duly given
      to the person from whom he derives his title to such share.

172.  Any notice or document delivered or sent by post to, or left at      Notice valid
      the registered address of, any shareholder in pursuance of these     though
      presents, shall notwithstanding that such shareholder be then        shareholder
      deceased or bankrupt and whether or not the Company has notice of    deceased,
      his death or bankruptcy, be deemed to have been duly served in       bankrupt
      respect of any registered shares whether held solely or jointly
      with other persons by such shareholder until some other person be
      registered in his stead as the holder or joint holder thereof, and
      such service shall for all purposes of these presents be deemed a
      sufficient service of such notice or document on his personal
      representatives and all persons (if any) jointly interested with
      him in any such shares.

173.  The signature to any notice to be given by the Company may be        How notice to
      written or printed.                                                  be signed

                               INFORMATION

174.  No shareholder (not being a Director) shall be entitled to require   Shareholders
      discovery of or any information respecting any detail of the         not entitled
      Company's trading or any matter which is or may be in the nature     to information
      of a trade secret, mystery of trade or secret process which may
      relate to the conduct of the business of the Company which in the
      opinion of the Board it will be inexpedient in the interests of
      the shareholders of the Company to communicate to the public.
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<S>                                                                        <C>

                               WINDING UP

175.  A resolution that the Company be wound up by the Court or be wound   Modes of
      up voluntarily shall be a Special Resolution.                        winding up

176.  If the Company shall be wound up, the surplus assets remaining       Distribution
      after payment to all creditors shall be divided among the            of assets in
      shareholders in proportion to the capital paid up on the shares      winding up
      held by them respectively, and if such surplus assets shall be
      insufficient to repay the whole of the paid up capital, they shall
      be distributed subject to the rights of any shares which may be
      issued on special terms and conditions, so that, as nearly as may
      be, the losses shall be borne by the shareholders in proportion to
      the capital paid up on the shares held by them respectively.

177.  If the Company shall be wound up (whether the liquidation is         Assets may be
      voluntary or ordered by the Court) the liquidator may, with the      distributed
      sanction of a Special Resolution, divide among the shareholders in   in specie
      specie or kind the whole or any part of the assets of the Company
      whether the assets shall consist of property of one kind or shall
      consist of properties of different kinds and the liquidator may,
      for such purpose, set such value as he deems fair upon any one or
      more class or classes of property to be divided as aforesaid and
      may determine how such division shall be carried out as between
      the shareholders or different classes of shareholders and the
      shareholders within each class. The liquidator may, with the like
      sanction, vest any part of the assets in trustees upon such trusts
      for the benefit of shareholders as the liquidator, with the like
      sanction, shall think fit, but so that no shareholder shall be
      compelled to accept any shares or other assets upon which there is
      a liability.

                                INDEMNITY

178.  Save and except so far as the provisions of this Bye-Law shall be    Indemnity
      avoided by any provisions of the Statutes, the Directors,
      alternate Directors, Auditors, Secretary and other officers for
      the time being of the Company and the trustees (if any) for the
      time being acting in relation to any of the affairs of the
      Company, and their respective executors or administrators, shall
      be indemnified and secured harmless out of the assets of the
      Company from and against all actions, costs,
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<S>                                                                        <C>
      charges, losses, damages and expenses which they or any of them,
      their or any of their executors or administrators, shall or may
      incur or sustain by reason of any act done, concurred in or
      omitted in or about the execution of their duty or supposed duty
      in their respective offices or trusts, except such (if any) as
      they shall incur or sustain through their own wilful neglect or
      default, fraud and dishonesty respectively, and none of them shall
      be answerable for the acts, receipts, neglects or defaults of any
      other of them, or for joining in any receipt for the sake of
      conformity, or for any bankers or other persons with whom any
      moneys or effects of the Company shall be lodged or deposited for
      safe custody, or for the insufficiency or deficiency of any
      security upon which any moneys of the Company shall be placed out
      or invested, or for any other loss, misfortune or damage which may
      happen in the execution of their respective offices or trusts, or
      in relation thereto, except as the same shall happen by or through
      their own wilful neglect or default, fraud and dishonesty
      respectively.

                        UNTRACEABLE SHAREHOLDERS

179.  Without prejudice to the rights of the Company under Bye-Law 155     Company cease
      and the provisions of Bye-Law 180, the Company may cease sending     sending
      such cheques for dividend entitlements or dividend warrants by       dividend
      post if such cheques or warrants have been left uncashed on two      warrants etc.
      consecutive occasions. However, the Company may exercise the power
      to cease sending cheques for dividend entitlements or dividend
      warrants after the first occasion on which such a cheque or
      warrant is returned undelivered.

180.  The Company shall have the power to sell, in such manner as the      Company may
      Board thinks fit, any shares of a shareholder who is untraceable,    sell shares
      but no such sale shall be made unless:-                              of untrace-
                                                                           able share-
      (i)   all cheques or warrants, being not less than three in total    holders
            number, for any sum payable in cash to the holder of such
            shares in respect of them sent during the relevant period in
            the manner authorised by the Bye-Laws of the Company have
            remained uncashed;

      (ii)  so far as it is aware at the end of the relevant period, the
            Company has not at any time during the relevant period
            received any indication of the existence of the shareholder
            who is the holder of such shares or of a person entitled to
            such shares by death, bankruptcy or operation of law;
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<S>                                                                        <C>
      (iii) the Company has caused an advertisement to be inserted in
            the Newspapers of its intention to sell such shares and a
            period of three months has elapsed since the date of such
            advertisement; and

      (iv)  the Company has notified the stock exchange in the Relevant
            Territory of its intention to effect such sale.

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

      To give effect to any such sale the Board may authorise any person
      to transfer the said shares and the instrument of transfer signed
      or otherwise executed by or on behalf of such person shall be as
      effective as if it had been executed by the registered holder or
      the person entitled by transmission to such shares, and the
      purchaser shall not be bound to see to the application of the
      purchase money nor shall his title to the shares be affected by
      any irregularity or invalidity in the proceedings relating to the
      sale. The net proceeds of the sale will belong to the Company and
      upon receipt by the Company of such proceeds it shall become
      indebted to the former shareholder for an amount equal to such net
      proceeds. No trusts shall be created in respect of such debt and
      no interest shall be payable in respect of it and the Company
      shall not be required to account for any money earned from the net
      proceeds which may be employed in the business of the Company or
      as it thinks fit. Any sale under this Bye-Law shall be valid and
      effective notwithstanding that the shareholder holding the shares
      sold is dead, bankrupt or otherwise under any legal disability or
      incapacity.

                        DESTRUCTION OF DOCUMENTS

181.  Subject to the Companies Act, the Company may destroy:-              Destruction
                                                                           of Documents
      (a)   any share certificate which has been cancelled at any time
            after the expiry of one year from the date of such
            cancellation;

      (b)   any dividend mandate or any variation or cancellation
            thereof or any notification of change of name or address at
            any time after the expiry of two years from the date on
            which such
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<S>                                                                        <C>
            mandate, variation, cancellation or notification was
            recorded by the Company;

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

      (d)   any other document, on the basis of which any entry in the
            register is made, at any time after the expiry of six years
            from the date on which an entry in the register was first
            made in respect of it;

      and it shall conclusively be presumed in favour of the Company
      that every share certificate so destroyed was a valid certificate
      duly and properly cancelled and that every instrument of transfer
      so destroyed was a valid and effective instrument duly and
      properly registered and that every other document destroyed
      hereunder was a valid and effective document in accordance with
      the recorded particulars thereof in the books or records of the
      Company. Provided always that:-

      (i)   the foregoing provisions of this Bye-Law shall apply only
            to the destruction of a document in good faith and without
            express notice to the Company that the preservation of such
            document was relevant to a claim;

      (ii)  nothing contained in this Bye-Law shall be construed as
            imposing upon the Company any liability in respect of the
            destruction of any such document earlier than as aforesaid
            or in any case where the conditions of proviso (i) above
            are not fulfilled; and

      (iii) references in this Bye-Law to the destruction of any
            document include reference to its disposal in any manner.

                         RESIDENT REPRESENTATIVE

182.  Pursuant to the provisions of the Statutes, the Board shall, for     Resident
      so long as the Company does not have a quorum of Directors           Representative
      ordinarily resident in Bermuda, appoint a Resident Representative
      as defined in the Statutes, to act on its behalf in Bermuda and to
      maintain all such records as may be required by the Statutes to be
      maintained in Bermuda and to make all necessary filings with the
      Ministry of Finance and Registrar of Companies in Bermuda as may
      be required by the Statutes and to fix his or their or its
      remuneration either by way of salary or fee for the period of the
      Resident Representative's
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<S>                                                                        <C>

      service to the Company.

                         MAINTENANCE OF RECORDS

183.  The Company shall keep at the office of its Resident                 Maintenance
      Representative, in accordance with the provisions of the Statutes,   of records
      the following:-

      (i)   minutes of all proceedings of general meetings of the
            Company;

      (ii)  all financial statements required to be prepared by the
            Company under the Companies Act together with the Auditors'
            report thereon;

      (iii) all records of account required by Section 83 of the
            Companies Act to be kept in Bermuda; and

      (iv)  all such documents as may be required in order to provide
            evidence of the continued listing of the Company on an
            appointed stock exchange within the meaning of the Companies
            Act.

                       SUBSCRIPTION RIGHT RESERVE

184.  (A)   Subject to the Statutes if, so long as any of the rights       Subscription
            attaching to any warrants issued by the Company to subscribe   right reserve
            for shares of the Company shall remain exercisable, the
            Company does any act or engages in any transaction which, as
            a result of any adjustments to the subscription price in
            accordance with the provisions applicable under the terms
            and conditions of the warrants, would reduce the
            subscription price to below the par value of a share, then
            the following provisions shall apply:-

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

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

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

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

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

                  and immediately upon such exercise so much of the sum
                  standing to the credit of
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<TABLE>
<S>                                                                        <C>
                  the Subscription Right Reserve as is required to pay
                  up in full such additional nominal amount of shares
                  shall be capitalised and applied in paying up in full
                  such additional nominal amount of shares which shall
                  forthwith be allotted credited as fully paid to the
                  exercising warrantholder; and

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

      (B)   Shares allotted pursuant to the provisions of this Bye-Law
            shall rank pari passu in all respects with the other shares
            allotted on the relevant exercise of the subscription rights
            represented by the warrant concerned. Notwithstanding
            anything contained in paragraph (A) of this Bye-Law, no
            fraction of any share
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<TABLE>
<S>                                                                        <C>
            shall be allotted on exercise of the subscription rights.

      (C)   The provisions of this Bye-Law as to the establishment and
            maintenance of the Subscription Right Reserve shall not be
            altered or added to in any way which would vary or abrogate,
            or which would have the effect of varying or abrogating, the
            provisions for the benefit of any warrantholder or class of
            warrantholders under this Bye-Law without the sanction of a
            Special Resolution of such warrantholders or class of
            warrantholders.

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

                              RECORD DATES

185.  Notwithstanding any other provision of these Bye-Laws the Company
      or the Board may fix any date as the record date for any dividend,
      distribution, allotment or issue and 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.

                                  STOCK

186.  The following provisions shall have effect at any time and from
      time to time that they are not prohibited or inconsistent with the
      Statutes:-

      (1)   The Company may by Ordinary Resolution convert any paid up
            shares into stock, and may from time to time by like
            resolution reconvert any stock into paid up shares of any
            denomination.
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<TABLE>
<S>                                                                        <C>
      (2)   The holders of stock may transfer the same or any part
            thereof in the same manner, and subject to the same
            regulations as and subject to which the shares from which
            the stock arose might prior to conversion have been
            transferred or as near thereto as circumstances admit, but
            the Directors may from time to time, if they think fit, fix
            the minimum amount of stock transferable and restrict or
            forbid the transfer of fractions of that minimum, but so
            that such minimum shall not exceed the nominal amount of
            the shares from which the stock arose.  No warrants to
            bearer shall be issued in respect of any stock.

      (3)   The holders of stock shall, according to the amount of the
            stock held by them, have the same rights, privileges and
            advantages as regards dividends, participation in assets on
            a winding up, voting at meetings, and other matters, as if
            they held the shares from which the stock arose, but no such
            privilege or advantage (except participation in the
            dividends and profits of the Company) shall be conferred by
            an amount of stock which would not, if existing in shares,
            have conferred such privilege or advantage.

      (4)   Such of the provisions of these Bye-Laws as are applicable
            to paid up shares shall apply to stock, and the words
            "share" and "shareholder" therein shall include "stock" and
            "stockholder".
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