<PAGE>

                                                                    Exhibit 4.10

                                     BY LAWS

                                       OF

                             FIBER INDUSTRIES, INC.

                                                          DATED: AUGUST 11, 1989

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
ARTICLE I Offices........................................................    1

   Section 1.1    Principal Office.......................................    1
   Section 1.2    Registered Office......................................    1
   Section 1.3    Other Offices..........................................    1

ARTICLE II Stockholders' Meetings........................................    1

   Section 2.1    Annual Meeting.........................................    1
   Section 2.2    Special Meetings.......................................    1
   Section 2.3    Notice of Meetings and Adjourned Meetings..............    2
   Section 2.4    Voting Lists...........................................    3
   Section 2.5    Quorum.................................................    3
   Section 2.6    Organization...........................................    4
   Section 2.7    Voting.................................................    4
   Section 2.8    Stockholders Entitled to Vote..........................    5
   Section 2.9    Order of Business......................................    5
   Section 2.10   Action by Written Consent..............................    5

ARTICLE III Directors....................................................    6

   Section 3.1    Management.............................................    6
   Section 3.2    Number and Term........................................    6
   Section 3.3    Quorum and Manner of Action............................    6
   Section 3.4    Vacancies..............................................    7
   Section 3.5    Resignations...........................................    7
   Section 3.6    Removals...............................................    8
   Section 3.7    Annual Meetings........................................    8
   Section 3.8    Regular Meetings.......................................    8
   Section 3.9    Special Meetings.......................................    8
   Section 3.10   Organization of Meetings...............................    9
   Section 3.11   Place of Meetings......................................    9
   Section 3.12   Compensation of Directors..............................    9
   Section 3.13   Action by Unanimous Written Consent....................   10
   Section 3.14   Participation in Meetings by Telephone.................   10

ARTICLE IV Committees of the Board.......................................   10

   Section 4.1    Membership and Authorities.............................   10
   Section 4.2    Minutes................................................   11
   Section 4.3    Vacancies..............................................   11
   Section 4.4    Telephone Meetings.....................................   11

ARTICLE V Officers.......................................................   12
</TABLE>


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<TABLE>
<S>                                                                         <C>
   Section 5.1    Number and Title.......................................   12
   Section 5.2    Term of Office; Vacancies..............................   12
   Section 5.3    Removal of Elected Officers............................   13
   Section 5.4    Resignations...........................................   13
   Section 5.5    The Chairman of the Board..............................   13
   Section 5.6    President..............................................   13
   Section 5.7    Vice Presidents........................................   14
   Section 5.8    Secretary..............................................   14
   Section 5.9    Assistant Secretaries..................................   15
   Section 5.10   Treasurer..............................................   15
   Section 5.11   Assistant Treasurers...................................   15
   Section 5.12   Subordinate Officers...................................   16
   Section 5.13   Salaries and Compensation..............................   16

ARTICLE VI Indemnification...............................................   16

   Section 6.1    Indemnification of Directors and Officers..............   16

ARTICLE VII Capital Stock................................................   20

   Section 7.1   Certificates of Stock..................................    20
   Section 7.2   Lost Certificates......................................    21
   Section 7.3   Fixing Date for Determination of Stockholders of Record
                 for Certain Purposes...................................    21
   Section 7.4   Dividends..............................................    22
   Section 7.5   Registered Stockholders................................    22
   Section 7.6   Transfer of Stock......................................    22

ARTICLE VIII Miscellaneous Provisions....................................   23

   Section 8.1    Corporate Seal.........................................   23
   Section 8.2    Fiscal Year............................................   23
   Section 8.3    Checks, Drafts, Notes..................................   23
   Section 8.4    Notice and Waiver of Notice............................   23
   Section 8.5    Examination of Books and Records.......................   24
   Section 8.6    Voting Upon Shares Held by the Corporation.............   24

ARTICLE IX Amendments....................................................   25

   Section 9.1    Amendment..............................................   25
</TABLE>


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                             FIBER INDUSTRIES, INC.

                                     BYLAWS

                                    ARTICLE I

                                     OFFICES

     SECTION 1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall
be in the City of Charlotte, North Carolina.

     SECTION 1.2 REGISTERED OFFICE. The registered office of the Corporation
required to be maintained in the State of Delaware by the General Corporation
Laws of the State of Delaware, may be, but need not be, identical with the
Corporation's principal office, and the address of the registered office may be
changed from time to time by the Board of Directors.

     SECTION 1.3 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

     SECTION 2.1 ANNUAL MEETING. The annual meeting of the holders of shares of
each class or series of stock as are entitled to notice thereof and to vote
thereat pursuant to applicable law and the Certificate of Incorporation for the
purpose of electing directors and transacting such other proper business as may
come before it shall be held in each year, commencing with the year 1988, at
such time, on such day and at such place, within or without the State of
Delaware, as may be designated by the Board of Directors.

     SECTION 2.2 SPECIAL MEETINGS. In addition to such special meetings as are
provided by law or the Certificate of Incorporation, special meetings of the
holders of any class or series or of

<PAGE>

all classes or series of the Corporation's stock may be called at any time by
the Chairman of the Board, the President or the Board of Directors for any
purpose or purposes and may be held on such day, at such time and at such place,
within or without the State of Delaware, as shall be designated by the Chairman
of the Board, the President or the Board of Directors, as the case may be, who
or which is calling such meeting.

     SECTION 2.3 NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Except as otherwise
provided by law, written notice of any meeting of Stockholders shall be given
either by personal delivery or by mail to each Stockholder of record entitled to
vote thereat. Notice of each meeting shall be in such form as is approved by the
Board of Directors and shall state the date, place and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, such written notice shall be given
not less than ten (10) nor more than sixty (60) days before the date of the
meeting. Except when a Stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
on the ground that the meeting is not lawfully called or convened, presence in
person or by proxy of a Stockholder shall constitute a waiver of notice of such
meeting. Further, a written waiver of any notice required by law or by these
Bylaws, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Except as otherwise
provided by law, the business that may be transacted at any such meeting shall
be limited to and consist of the purpose or purposes stated in such notice. If a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of


                                       -2-

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the adjourned meeting shall be given to each Stockholder of record entitled to
vote at the meeting.

     SECTION 2.4 VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of the Stockholders, a complete list of Stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten (10) days prior to such meeting, shall be
kept on file either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held, and such list shall be
subject to inspection by and Stockholders at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any Stockholder for the
duration of the meeting. The original stock transfer books shall be prima-facie
evidence as to who are the Stockholders entitled to examine such list or
transfer books or to vote at any meeting of Stockholders.

     SECTION 2.5 QUORUM. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the Corporation's
stock issued and outstanding and entitled to vote at a meeting, present in
person or represented by proxy, without regard to class or series, shall
constitute a quorum at all meetings of the Stockholders for the transaction of
business. If, however, such quorum shall not be present or represented at any
meeting of the Stockholders, the holders of a majority of the shares of stock,
present in person or represented by proxy, may adjourn any meeting from time to
time without notice other than announcement at the meeting, except as otherwise
required by these Bylaws, until a quorum shall be present or represented. At any
such adjourned meeting at which a quorum shall be present or represented,


                                      -3-

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any business may be transacted which might have been transacted at the meeting
as originally called.

     SECTION 2.6 ORGANIZATION. Meetings of the Stockholders shall be presided
over by the Chairman of the Board of Directors, if one shall be elected, or in
his absence, by the President or by any Vice President, or, in the absence of
any of such officers, by a chairman to be chosen by a majority of the
Stockholders entitled to vote at the meeting who are present in person or by
proxy. The Secretary, or, in his absence, any Assistant Secretary or any person
appointed by the individual presiding over the meeting, shall act as secretary
at meetings of the Stockholders.

     SECTION 2.7 VOTING. Each Stockholder of record, as determined pursuant to
Section 2.8, who is entitled to vote in accordance with the terms of the
Certificate of Incorporation and in accordance with the provisions of these
Bylaws, shall be entitled to one vote, in person or by proxy, for each share of
stock registered in his name on the books of the Corporation. Every Stockholder
entitled to vote at any Stockholders' meeting may authorize another person or
persons to act for him by proxy duly appointed by instrument in writing
subscribed by such Stockholder and executed not more than three (3) years prior
to the meeting, unless the proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and if, and only
so long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A Stockholder's attendance at any meeting, when such
Stockholder who may have theretofore given a proxy, shall not have the effect of
revoking such proxy unless such Stockholder shall in writing so notify the
Secretary of the meeting prior to the voting of the proxy. Unless otherwise
provided by law, no vote on the election of directors or any question brought
before the meeting need be by ballot unless the chairman of the meeting shall
determine that it shall be by ballot or the holders of a majority of the shares
of stock present in person or by


                                      -4-

<PAGE>

proxy and entitled to participate in such vote shall so demand. In a vote by
ballot, each ballot shall state the number of shares voted and the name of the
Stockholder or proxy voting. Except as otherwise provided by law, by the
Certificate of Incorporation or these Bylaws, all elections of directors and all
other matters before the Stockholders shall be decided by the vote of the
holders of a majority of the shares of stock present in person or by proxy at
the meeting and entitled to vote in the election or on the question. In the
election of directors, votes may not be cumulated.

     SECTION 2.8 STOCKHOLDERS ENTITLED TO VOTE. The Board of Directors may fix a
date not more than sixty (60) days nor less than ten (10) days prior to the date
of any meeting of Stockholders, or, in the case of corporate action by written
consent in accordance with the terms of Section 2.10, not more than sixty (60)
days prior to such action, as a record date for the determination of the
Stockholders entitled to notice of and to vote at such meeting and any
adjournment thereof, or to act by written consent, and in such case such
Stockholders and only such Stockholders as shall be Stockholders of record on
the date so fixed shall be entitled to notice of and to vote at, such meeting
and any adjournment thereof, or to act by written consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
such record date fixed as aforesaid.

     SECTION 2.9 ORDER OF BUSINESS. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting or as is
otherwise determined by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote without regard to class
or series at the meeting.

     SECTION 2.10 ACTION BY WRITTEN CONSENT. Unless otherwise provided by law or
the Certificate of Incorporation, any action required or permitted to be taken
by the Stockholders of the Corporation may be taken without prior notice and an
actual meeting if a consent in writing


                                      -5-

<PAGE>

setting forth the action so taken shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Except as provided above, no action shall
be taken by the Stockholders by written consent. Prompt notice of the taking of
any corporate action without a meeting by less than unanimous written consent
shall be given to those Stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 3.1 MANAGEMENT. The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all powers of the Corporation and do all lawful acts and
things as are not by law, by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the Stockholders.

     SECTION 3.2 NUMBER AND TERM. The number of directors may be fixed from time
to time by resolution of the Board of Directors adopted by the affirmative vote
of a majority of the members of the entire Board of Directors, but shall consist
of not less than one (1) member who shall be elected annually by the
Stockholders except as provided in Section 3.4. Directors need not be
Stockholders. No decrease in the number of directors shall have the effect of
shortening the term of office of any incumbent director.

     SECTION 3.3 QUORUM AND MANNER OF ACTION. At all meetings of the Board of
Directors a majority of the total number of directors holding office shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise


                                      -6-

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specifically provided by law, by the Certificate of Incorporation or these
Bylaws. When the Board of Directors consists of one director, the one director
shall constitute a majority and a quorum. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum is obtained, and no
further notice thereof need be given other than by announcement at such
adjourned meeting. Attendance by a director at a meeting shall constitute a
waiver of notice of such meeting except where a director attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

     SECTION 3.4 VACANCIES. Except as otherwise provided by law and the
Certificate of Incorporation, in the case of any increase in the authorized
number of directors or of any vacancy in the Board of Directors, however
created, the additional director or directors may be elected, or, as the case
may be, the vacancy or vacancies may be filled by majority vote of the directors
remaining on the whole Board of Directors although less than a quorum, or by a
sole remaining director. In the event one or more directors shall resign,
effective at a future date, such vacancy or vacancies shall be filled by a
majority of the directors who will remain on the whole Board of Directors,
although less than a quorum, or by a sole remaining director. Any director
elected or chosen as provided herein shall serve until the sooner of (i) the
unexpired term of the directorship to which he is appointed, (ii) until his
successor is elected and qualified or (iii) until his earlier resignation or
removal.

     SECTION 3.5 RESIGNATIONS. A director may resign at any time upon written
notice of resignation to the Corporation. Any resignation shall be effective
immediately unless a certain


                                      -7-

<PAGE>

effective date is specified therein, in which event it will be effective upon
such date and acceptance of any resignation shall not be necessary to make it
effective.

     SECTION 3.6 REMOVALS. Any director or the entire Board of Directors may be
removed, with or without cause. The notice calling such meeting shall state the
intention to act to remove such director or directors and, if the notice so
provides, the vacancy or vacancies caused by a removal of such director or
directors may be filled at such meeting by a vote of the holders of a majority
of the shares of the Corporation entitled to vote in the election of directors.
In case any vacancy so created shall not be filled by the Stockholders at such
meeting, such vacancy may be filled by the directors as provided in Section 3.4.

     SECTION 3.7 ANNUAL MEETINGS. The annual meeting of the Board of Directors
shall be held, if a quorum be present, immediately following each annual meeting
of the Stockholders at the place such meeting of Stockholders took place, for
the purpose of organization and transaction of any other business that might be
transacted at a regular meeting thereof, and no notice of such meeting shall be
necessary. If a quorum is not present, such annual meeting may be held at any
other time or place that may be specified in a notice given in the manner
provided in Section 3.9 for special meetings of the Board of Directors or in a
waiver of notice thereof.

     SECTION 3.8 REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such places and times as shall be determined from
time to time by resolution of the Board of Directors. Except as otherwise
provided by law, any business may be transacted at any regular meeting of the
Board of Directors.

     SECTION 3.9 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by (i) the Chairman of the Board, (ii) the President or (iii) by
the Secretary on the written request of one-third (1/3) of the members of the
whole Board of Directors stating the purpose or


                                      -8-

<PAGE>

purposes of such meeting. Notices of special meetings, if mailed, shall be
mailed to each director not later than two (2) days before the day the meeting
is to be held or, if otherwise given in the manner permitted by the Bylaws, not
later than the day before such meeting. Neither the business to be transacted
at, nor the purpose of, any special meeting need be specified in any notice or
written waiver of notice unless so required by the Certificate of Incorporation
or by the Bylaws and, unless limited by law, the Certificate of Incorporation or
by these Bylaws, any and all business may be transacted at a special meeting.

     SECTION 3.10 ORGANIZATION OF MEETINGS. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as such Board
of Directors may from time to time determine, and all matters shall be
determined by the vote of a majority of the directors present at any meeting at
which there is a quorum, except as otherwise provided by these Bylaws or
required by law.

     SECTION 3.11 PLACE OF MEETINGS. The Board of Directors may hold their
meetings and have one or more offices, and keep the books of the Corporation,
outside the State of Delaware, at any office or offices of the Corporation, or
at any other place as they may from time to time by resolution determine.

     SECTION 3.12 COMPENSATION OF DIRECTORS. Directors shall not receive any
stated salary for their services as directors, but by resolution of the Board of
Directors a fixed honorarium or fees and expenses, if any, of attendance may be
allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.


                                      -9-

<PAGE>

     SECTION 3.13 ACTION BY UNANIMOUS WRITTEN CONSENT. Unless otherwise
restricted by law, the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
of Directors or of such committee, as the case may be, consent to such action in
writing, which may be in counterparts, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or the committee.

     SECTION 3.14 PARTICIPATION IN MEETINGS BY TELEPHONE. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors or of any committee thereof may participate in a meeting of
such Board of Directors or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting in such manner shall
constitute presence in person at such meeting.

                                   ARTICLE IV

                             COMMITTEES OF THE BOARD

     SECTION 4.1 MEMBERSHIP AND AUTHORITIES. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one (1) or more Directors to constitute an Executive Committee and
such other committees as the Board of Directors may determine, each of which
committees to the extent provided in said resolution or resolutions or in these
Bylaws, shall have and may exercise all the powers of the Board of Directors in
the management of the business and affairs of the Corporation, except (i) in
those cases where the authority of the Board of Directors is specifically denied
to the Executive Committee or such other committee or committees by law, the
Certificate of Incorporation or these Bylaws and (ii) no such committee shall
have such power or authority in reference to


                                      -10-

<PAGE>

amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the Stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the Stockholders a dissolution of the Corporation, a revocation of a
dissolution, amending the Bylaws of the Corporation, declaring a dividend or
authorizing the issuance of stock. The Executive Committee or such other
committee or committees shall have such name as the Board of Directors shall
designate and each such committee may authorize the seal of the Corporation to
be affixed to all papers that may require it. The designation of an Executive
Committee or other committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.

     SECTION 4.2 MINUTES. Each committee designated by the Board of Directors
shall keep regular minutes of its proceedings and report the same to the Board
of Directors when required.

     SECTION 4.3 VACANCIES. The Board of Directors may designate one (1) or more
of its members as alternate members of any committee who may replace any absent
or disqualified member at any meeting of such committee. If no alternate members
have been appointed, the committee member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. The Board of
Directors shall have the power at any time to fill vacancies in, to change the
membership of, and to dissolve, any committee.

     SECTION 4.4 TELEPHONE MEETINGS. Members of any committee designated by the
Board of Directors may participate in or hold a meeting by use of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear


                                      -11-

<PAGE>

each other. Participation in a meeting pursuant to this Section 4.4 shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

     SECTION 4.5 ACTION WITHOUT MEETING. Any action required or permitted to be
taken at a meeting of any committee designated by the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all the members of the committee and filed with the minutes
of the committee proceedings. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1 NUMBER AND TITLE. The elected officers of the Corporation shall
be chosen by the Board of Directors and shall be a President, a Vice President,
a Secretary and a Treasurer. The Board of Directors may also choose a Chairman
of the Board, who must be a Board member of the Board of Directors, and
additional Vice Presidents, Assistant Secretaries and/or Assistant Treasurers.
One person may hold any two or more of these offices.

     SECTION 5.2 TERM OF OFFICE; VACANCIES. So far as is practicable, all
elected officers shall be elected by the Board of Directors at the annual
meeting of the Board of Directors in each year, and except as otherwise provided
in this Article V, shall hold office until the next such meeting of the Board of
Directors in the subsequent year and until their respective successors are
elected and qualified or until their earlier resignation or removal. All
appointed officers shall hold office at the pleasure of the Board of Directors.
If any vacancy shall occur in


                                      -12-

<PAGE>

any office, the Board of Directors may elect or appoint a successor to fill such
vacancy for the remainder of the term.

     SECTION 5.3 REMOVAL OF ELECTED OFFICERS. Any elected officer may be removed
at any time, with or without cause, by affirmative vote of a majority of the
whole Board of Directors, at any regular meeting or at any special meeting
called for such purpose.

     SECTION 5.4 RESIGNATIONS. Any officer may resign at any time upon written
notice of resignation to the President, Secretary or Board of Directors of the
Corporation. Any resignation shall be effective immediately unless a date
certain is specified for it to take effect, in which event it shall be effective
upon such date, and acceptance of any resignation shall not be necessary to make
it effective, irrespective of whether the resignation is tendered subject to
such acceptance.

     SECTION 5.5 THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
shall be elected, shall preside at all meetings of the Stockholders and Board of
Directors. In addition, the Chairman of the Board shall perform whatever duties
and shall exercise all powers that are given to him by the Board of Directors.

     SECTION 5.6 PRESIDENT. The President shall be the chief executive officer
of the Corporation; shall (in the absence of the Chairman of the Board, if one
be elected) preside at meetings of the Stockholders and Board of Directors;
shall be ex officio a member of all standing committees; shall have general and
active management of business of the corporation; shall implement the general
directives, plans and policies formulated by the Board of Directors; and shall
further have such duties, responsibilities and authorities as may be assigned to
him by the Board of Directors. He may sign, with any other proper officer,
certificates for shares of the Corporation and any deeds, bonds, mortgages,
contracts and other documents which the Board


                                      -13-

<PAGE>

of Directors has authorized to be executed, except where required by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors or these Bylaws, to some
other officer or agent of the Corporation. In the absence of the President, his
duties shall be performed and his authority may be exercised by a Vice President
of the Corporation as may have been designated by the President with the right
reserved to the Board of Directors to designate or supersede any designation so
made.

     SECTION 5.7 VICE PRESIDENTS. The several Vice Presidents shall have such
powers and duties as may be assigned to them by these Bylaws and as may from
time to time be assigned to them by the Board of Directors and may sign, with
any other proper officer, certificates for shares of the Corporation.

     SECTION 5.8 SECRETARY. The Secretary, if available, shall attend all
meetings of the Board of Directors and all meetings of the Stockholders and
record the proceedings of the meetings in a book to be kept for that purpose and
shall perform like duties for any committee of the Board of Directors as shall
designate him to serve. He shall give, or cause to be given, notice of all
meetings of the Stockholders and meetings of the Board of Directors and
committees thereof and shall perform such other duties incident to the office of
secretary or as may be prescribed by the Board of Directors or the President,
under whose supervision he shall be. He shall have custody of the corporate seal
of the Corporation and he, or any Assistant Secretary, or any other person whom
the Board of Directors may designate, shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested by his
signature or by the signature of any Assistant Secretary or by the signature of
such other person so affixing such seal.


                                      -14-

<PAGE>

     SECTION 5.9 ASSISTANT SECRETARIES. Each Assistant Secretary shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors, the
President or the Secretary. The Assistant Secretary or such other person as may
be designated by the President shall exercise the powers of the Secretary during
that officer's absence or inability to act.

     SECTION 5.10 TREASURER. The Treasurer shall have the custody of and be
responsible for the corporate funds and securities, shall keep full and accurate
accounts of receipts and disbursements in the books belonging to the Corporation
and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation and
he shall perform all other duties incident to the position of Treasurer, or as
may be prescribed by the Board of Directors or the President. If required by the
Board of Directors, he shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     SECTION 5.11 ASSISTANT TREASURERS. Each Assistant Treasurer shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors, the
President or the Treasurer. The Assistant


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<PAGE>

Treasurer or such other person designated by the President shall exercise the
power of the Treasurer during that officer's absence or inability to act.

     SECTION 5.12 SUBORDINATE OFFICERS. The Board of Directors may (a) appoint
such other subordinate officers and agents as it shall deem necessary who shall
hold their offices for such terms, have such authority and perform such duties
as the Board of Directors may from time to time determine, or (b) delegate to
any committee or officer the power to appoint any such subordinate officers or
agents.

     SECTION 5.13 SALARIES AND COMPENSATION. The salary or other compensation of
officers shall be fixed from time to time by the Board of Directors. The Board
of Directors may delegate to any committee or officer the power to fix from time
to time the salary or other compensation of subordinate officers and agents
appointed in accordance with the provisions of Section 5.12.

                                   ARTICLE VI

                                 INDEMNIFICATION

     SECTION 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. (a) The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that such person is
or was, at any time prior to or during which this Article VI is in effect, a
director, officer, employee or agent of the Corporation, or is or was, at any
time prior to or during which this Article VI is in effect, serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan against reasonable expenses (including attorneys' fees), judgments,
fines, penalties, amounts paid in settlement and other liabilities actually and
reasonably incurred by


                                      -16-

<PAGE>

such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     (b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was, at any time prior to or during
which this Article VI is in effect, a director, officer, employee or agent of
the Corporation, or is or was, at any time prior to or during which this Article
VI is in effect, serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees), actually
and reasonably incurred by such person in connection with the defense or
Settlement of such action or suit if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation; provided, that no indemnification shall be made under this
sub-section (b) in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that the Delaware Court of Chancery, or other court of appropriate
jurisdiction, shall determine upon application that, despite the adjudication of


                                      -17-

<PAGE>

liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity of such expenses which the Delaware
Court of Chancery, or other court of appropriate jurisdiction, shall deem
proper.

     (c) Any indemnification under sub-sections (a) or (b) (unless ordered by
the Delaware Court of Chancery or other court of appropriate jurisdiction) shall
be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of such person is proper in the circumstances
because he has met the applicable standard of conduct set forth in sub-sections
(a) and (b). Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors not parties to such action,
suit or proceeding; or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel, in written opinion, selected by the Board of Directors; or (3) by the
Stockholders. In the event a determination is made under this sub-section (c)
that the director, officer, employee or agent has met the applicable standard of
conduct as to some matters but not as to others, amounts to be indemnified may
be reasonably prorated.

     (d) Expenses incurred by a person who is or was a director or officer of
the Corporation in appearing at, participating in or defending any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, shall be paid by the Corporation at reasonable
intervals in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director or officer to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized by this Article VI.


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<PAGE>

     (e) It is the intention of the Corporation to indemnify the persons
referred to in this Article VI to the fullest extent permitted by law and with
respect to any action, suit or proceeding arising from events which occur at any
time prior to or during which this Article VI is in effect. The indemnification
and advancement of expenses provided by this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be or become entitled under any law, the Certificate
of Incorporation, these Bylaws, agreement, the vote of Stockholders or
disinterested directors or otherwise, or under any policy or policies of
insurance purchased and maintained by the Corporation on behalf of any such
person, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.

     (f) The indemnification provided by this Article VI shall be subject to all
valid and applicable laws, and, in the event this Article VI or any of the
provisions hereof or the indemnification contemplated hereby are found to be
inconsistent with or contrary to any such valid laws, the latter shall be deemed
to control and this Article VI shall be regarded as modified accordingly, and,
as so modified, to continue in full force and effect.

     (g) No termination, amendment, repeal or modification of this Article VI
(other than a modification effected solely by operation of paragraph (f) above)
shall in any manner terminate, reduce, impair or otherwise adversely affect any
right or protection of any past or present director, officer or employee of the
Company existing under this Article VI immediately prior to such termination,
amendment, repeal or modification with respect to claims arising, in whole or in
part, from a state of facts extant on the date of, or relating to


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<PAGE>

matters occurring prior to, such termination, amendment, repeal or modification,
regardless of when such claims may arise or be asserted.

                                   ARTICLE VII

                                  CAPITAL STOCK

     SECTION 7.1 CERTIFICATES OF STOCK. Certificates of stock shall be issued to
each Stockholder certifying the number of shares owned by him in the Corporation
and shall be in a form not inconsistent with the Certificate of Incorporation
and as approved by the Board of Directors. The certificates shall be signed by
the Chairman of the Board, the President or a Vice President and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer
and may be sealed with the seal of the Corporation or a facsimile thereof. Any
or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

     If the Corporation shall be authorized to issue more than one (1) class of
stock or more than one (1) series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided by statute, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation


                                      -20-

<PAGE>

will furnish without charge to each Stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

     SECTION 7.2 LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the owner of such certificate, or his legal
representative. When authorizing the issuance of a new certificate, the Board of
Directors may in its discretion, as a condition precedent to the issuance
thereof, require the owner, or his legal representative, to give a bond in such
form and substance with such surety as it may direct, to indemnify the
Corporation against any claim that may be made on account of the alleged loss,
theft or destruction of such certificate or the issuance of such new
certificate.

     SECTION 7.3 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD FOR
CERTAIN PURPOSES. (a) In order that the Corporation may determine the
Stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of capital stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) days prior to the date of payment of such
dividend or other distribution or allotment of such rights or the date when any
such rights in respect of any change, conversion or exchange of stock may be
exercised or the date of such other action. In such a case, only Stockholders of
record on the date so fixed shall be entitled to receive any such dividend or
other distribution or allotment of rights or to exercise such rights or for any
other purpose, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.


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<PAGE>

     (b) If no record date is fixed, the record date for determining
Stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

     SECTION 7.4 DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, if any, and except as otherwise provided by law, the directors
may declare dividends upon the capital stock of the Corporation as and when they
deem it to be expedient. Such dividends may be paid in cash, in property or in
shares of the Corporation's capital stock. Before declaring any dividend there
may be set apart out of the funds of the Corporation available for dividends,
such sum or sums as the directors from time to time in their discretion think
proper for working capital or as a reserve fund to meet contingencies or for
equalizing dividends, or for such other purposes as the directors shall think
conducive to the interests of the Corporation and the directors may modify or
abolish any such reserve in the manner in which it was created.

     SECTION 7.5 REGISTERED STOCKHOLDERS. Except as expressly provided by law,
the Certificate of Incorporation and these Bylaws, the Corporation shall be
entitled to treat registered Stockholders as the only holders and owners in fact
of the shares standing in their respective names and the Corporation shall not
be bound to recognize any equitable or other claim to or interest in such shares
on the part of any other person, regardless of whether it shall have express or
other notice thereof.

     SECTION 7.6 TRANSFER OF STOCK. Transfers of shares of the capital stock of
the Corporation shall be made only on the books of the Corporation by the
registered owners thereof, or by their legal representatives or their duly
authorized attorneys. Upon any such transfers the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in


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<PAGE>

charge of the stock transfer books and ledgers, by whom they shall be cancelled
and new certificates shall thereupon be issued.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

     SECTION 8.1 CORPORATE SEAL. If one be adopted, the corporate seal shall
have inscribed thereon the name of the Corporation and shall be in such form as
may be approved by the Board of Directors. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or in any manner reproduced.

     SECTION 8.2 FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 8.3 CHECKS, DRAFTS, NOTES. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner as shall from time to time be
determined by resolution (whether general or special) of the Board of Directors
or may be prescribed by any officer or officers, or any officer and agent
jointly, thereunto duly authorized by the Board of Directors.

     SECTION 8.4 NOTICE AND WAIVER OF NOTICE. Whenever notice is required to be
given to any director or Stockholder under the provisions of applicable law, the
Certificate of Incorporation or these Bylaws, it shall not be construed to only
mean personal notice, rather, such notice may also be given in writing, by mail,
addressed to such director or Stockholder at his address as it appears on the
records of the Corporation, with postage thereon prepaid (unless prior to the
mailing of such notice he shall have filed with the Secretary of the Corporation
a written request that notices intended for him be mailed to some other address
in which case, such


                                      -23-

<PAGE>

notice shall be mailed to the address designated in the request), and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail. Notice to directors may also be given by telegram,
cable or other form of recorded communication, by personal delivery or by
telephone. Whenever notice is required to be given under any provision of law,
the Certificate of Incorporation or these Bylaws, a waiver thereof in writing,
by telegraph, cable or other form of recorded communication, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business on the ground that the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice unless so required by the Certificate
of Incorporation or these Bylaws.

     SECTION 8.5 EXAMINATION OF BOOKS AND RECORDS. The Board of Directors shall
determine from time to time whether, and if allowed, when and under what
conditions and regulations the accounts and books of the Corporation (except
such as may by statute be specifically opened to inspection) or any of them
shall be open to inspection by the Stockholders, and the Stockholders rights in
this respect are and shall be restricted and limited accordingly.

     SECTION 8.6 VOTING UPON SHARES HELD BY THE CORPORATION. Unless otherwise
provided by law or by the Board of Directors, the Chairman of the Board of
Directors, if one shall be elected, or the President, if a Chairman of the Board
of Directors shall not be elected, acting on


                                      -24-

<PAGE>

behalf of the Corporation, shall have full power and authority to attend and to
act and to vote at any meeting of Stockholders of any corporation in which the
Corporation may hold stock and, at any such meeting, shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
stock which, as the owner thereof, the Corporation might have possessed and
exercised, if present. The Board of Directors by resolution from time to time
may confer like powers upon any person or persons.

                                   ARTICLE IX

                                   AMENDMENTS

     SECTION 9.1 AMENDMENT. Except as otherwise expressly provided in the
Certificate of Incorporation, the directors, by the affirmative vote of a
majority of the entire Board of Directors and without the assent or vote of the
Stockholders, may at any meeting, provided the substance of the proposed
amendment shall have been stated in the notice of the meeting, make, repeal,
alter, amend or rescind any of these Bylaws. The Stockholders shall not make,
repeal, alter, amend or rescind any of the provisions of these Bylaws except by
the holders of not less than a majority of the total voting power of all shares
of stock of the Corporation entitled to vote in the election of directors,
considered for purposes of this Article IX as one class.


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