EXHIBIT 99(b)

                       MINISTRY OF FINANCE

                      GOVERNMENT OF BARBADOS

                            GUARANTEE

                  The Exempt Insurance Act 1983
                            Section 32

BARBADOS

     THIS GUARANTEE is given this  19th   day of February one
thousand nine hundred and ninety six by THE GOVERNMENT OF BARBADOS
acting herein by the Minister of Finance to Motors Mechanical 
Reinsurance Company, Limited a company incorporated and
registered under the provisions of the Companies Act, Cap. 308
of the laws of Barbados and having its registered office situate
at Financial Services Centre,  Bishop's Court Hill, St. Michael
(hereinafter called "the Company") pursuant to section 32 of the
Exempt Insurance Act 1983.

          WHEREBY IT IS AGREED AND DECLARED as follows:-

     1.   The Company is entitled to all benefits and exemptions
at present set forth in sections 29, 30, 31 and 33 of the Act for
a period of thirty (30) years, that is to say, a period
commencing with the date of issue of the licence to the company
and ending with the close of the Company's fiscal period in the
thirtieth year following the year of its incorporation.

     2.   Subject to paragraph 1 hereof, this Guarantee will
continue to apply with full effect and shall during its term be
subject to any amendments made to the Act.

     3.   The Guarantee will continue to apply notwithstanding
any changes in the Company's name, Articles of Incorporation,
place of business, directors or ownership in accordance with the
Exempt Insurance Act 1983 and other laws of Barbados, and the
Guarantee will also apply to any successor corporation of the
Company:

     Provided that the successor corporation is at all material
times duly licensed and approved under the act as amended or
future legislation of a substantially similar nature.

     4.   If at any time during the term of this Guarantee, the
Act or similar legislation is amended to provide tax rates or
exemptions which are more favourable to the Company, the Company
shall be entitled to those tax rates or exemptions and shall
inform the Minister in writing of its intention to claim the
benefits thereof and the Guarantee shall then continue to apply
for the remainder of the thirty (30) year term.

     IN WITNESS whereof this Guarantee has been executed the day
and year first before written.

SIGNED for and on behalf of the
GOVERNMENT OF BARBADOS by
the Minister of Finance in the
presence of:                  s/     O. Arthur         

Witness:    s/Shirley A. King   

Name:    Shirley A. King         

Abode:   17 Clermont, St. Michael

Calling: Executive Secretary