EXHIBIT 10.5
                                                                    ------------

AS AMENDED THROUGH MARCH 26, 2002


                                     BY-LAWS

                                       OF

                          FAIRMOUNT CHEMICAL CO., INC.



                                    ARTICLE I

                                     Offices
                                     -------


           In addition to the principal office of the corporation located within
the State of New Jersey, the corporation may also have offices at such other
places within or without the State of New Jersey as the board of directors may
from time to time designate, or the business of the corporation may require.


                                   ARTICLE II


                                      Seal
                                      ----

           The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal, New
Jersey." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced, or otherwise used.


                                   ARTICLE III


                             Stockholders' Meetings
                             ----------------------

           SECTION I. ANNUAL MEETING. All meetings of the stockholders shall be
held at the principal office of the corporation in the State of New Jersey, or
at such time and place within the State of New Jersey or within the City of New
York, State of New York, as may be designated from time to time by the board of
directors and stated in the notice of the meeting.

           SECTION 2. DATE AND TIME. An annual meeting of stockholders shall be
held on the second Tuesday of May in each year if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 a.m., or on such
other date and time as may be designated from time to time by the Board of
Directors and stated in the Notice of Meeting, without amendment of this
provision. At the annual meeting, the stockholders shall elect a Board of
Directors and transact such other business as may properly be brought before the
meeting.
<PAGE>

           SECTION 3. QUORUM. The holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite for and shall constitute a quorum at
all meetings of the stockholders for the transaction of business, except as
otherwise provided by law or by the Certificate of Incorporation or by these
By-Laws. If, however, such majority shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or by proxy, shall have power to adjourn the meeting from time to time
with notice, until the requisite amount of voting stock shall be present or
represented. At such adjourned meeting at which the requisite amount of voting
stock shall be present or represented, any business may be transacted which
might have been transacted at the original meeting.

           When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the Certificate of
Incorporation or by these By-Laws a different vote is required, in which case
such express provision shall govern and control the decision of such question.

           SECTION 4. VOTING. At each meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing subscribed by such stockholder or by
his duly authorized attorney. No proxy shall be voted on after three years from
its date unless said proxy provides for a longer period. Each stockholder shall
be entitled at every meeting of the corporation to one vote for every share of
stock, having voting power, standing in his name on the books of the corporation
and, except where the transfer books of the corporation shall have been closed
or a date shall have been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election for directors which has been transferred on the books of the
corporation within twenty days next preceding such election. The vote for
directors, and, upon the demand of any stockholder, the vote upon any question
before the meeting shall be by ballot. All elections shall be had and all
questions decided by a plurality of the votes cast.

           SECTION 5. NOTICE OF MEETINGS. The notice of each meeting of the
stockholders shall be in writing and shall be given by the President, a
Vice-President, the Secretary or an Assistant Secretary. Such notice shall state
the purpose or purposes for which the meeting is called and the time when and
the place where it is to be held, and a copy thereof shall be served, either
personally or by copy thereof shall be served, either personally or by mail,
upon each stockholder of record entitled to vote at such meeting, and upon each
stockholder who, by reason of any action proposed at such meeting, would be
entitled to have his stock appraised if such action were taken, not less than
ten (10) nor more than fifty (50) days before the meeting. If mailed, such
notice shall be directed to a stockholder at his address as it appears on the
stock register unless 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 it shall be mailed to the address designated in such request.


           SECTION 6. STOCKHOLDER LIST. A full, true and complete list, in
alphabetical order, of all stockholders entitled to vote at the ensuing election
of directors, and the post-office address and the number of shares held by each,
shall be prepared by the Secretary and filed in the principal office of the
corporation, at least ten days before every election, and shall at all times,
during the usual hours for business, and during the whole time of said election,
be open to the examination of any stockholder.


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<PAGE>
           SECTION 7. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be held
at the same place or places as is herein above prescribed for annual meetings,
upon call by the President, and such meetings shall be called by the President
or Secretary at the request in writing of a majority of the board of directors,
or at the request in writing of stockholders owning twenty percent (20%) of the
outstanding capital stock. Such request shall state the purpose or purposes of
the proposed meeting and business transacted thereat shall be confined to the
objects so stated and matters germane thereto.

                                   ARTICLE IV
                                    Directors
                                    ---------
           SECTION 1. BOARD OF DIRECTORS. The properties, business and affairs
of the corporation shall be managed by a board of directors composed of not less
than five (5) nor more than seven (7), directors, the actual number to be
determined from time to time by resolution of the board of directors. Directors
need not be stockholders of the corporation.

           SECTION 2. ELECTION AND TERM OF OFFICE. The directors shall be
elected at the annual meeting of the stockholders, and subject expressly to the
right of removal provided for in Section 7 of this Article IV, each director
shall be elected to serve until his successor shall be elected and shall
qualify, or until his resignation in writing has been filed with the Secretary
of the corporation.

           SECTION 3. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law immediately after,
and at the same place as, the annual meeting of stockholders. The board of
directors may provide, by resolution, the time and place, either within or
without the State of New Jersey, for the holding of additional regular meetings
without other notice than such resolution.

           SECTION 4. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by the President on two days' notice to each director,
personally, by mail or by telegram, cablegram or radio-gram to the address of
each director as recorded on the books of the corporation; special meetings
shall be called by the President or Secretary in like manner and on like notice
on the written request of two directors. Unless otherwise provided by the board
of directors, special meetings shall be held at the place designated in the
notice of the meeting.

           SECTION 5. QUORUM AND VOTE. At all meetings of the board of
directors, a majority of the board at a meeting duly assembled shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any such meeting shall be
the act of the board of directors, except as may be otherwise specifically
provided by statute or law or by the Certificate of Incorporation or by these
By-Laws.

           SECTION 6. VACANCIES AND INCREASE OR DECREASE IN NUMBER OF DIRECTORS.
If the office of any director or directors becomes vacant for any reason, a
majority of the remaining directors, though less than a quorum, may choose a
successor or successors who shall hold office until the next election of
directors and until their successors shall be duly elected and qualified. In
case of any increase in the number of directors, a majority of the board of
directors then in office shall have power to fill the vacancies in the board of
directors arising from such increase (unless such vacancies shall have been
previously filled by the stockholders) by the election of additional directors,
and any directors so elected shall hold office until the next annual election
and until their successors shall be duly elected and qualified. No decrease in
the number of directors shall have the effect of shortening the term of any
incumbent director.
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<PAGE>
           SECTION 7. REMOVAL. Any director may at any time be removed, either
with or without cause, by resolution duly adopted by the affirmative vote of the
holders of a majority of the issued and outstanding shares having voting power,
given at a special meeting of said stockholders, duly called and held for that
purpose; and the vacancy in the board thereby created may be filled in the same
manner by the stockholders at said meeting; provided, however, that in case the
stockholders do not fill such vacancy at such meeting, the remaining directors,
though less than a quorum, may fill such vacancy.

           SECTION 8. RESIGNATION. Any director of the corporation may resign at
any time by giving written notice to the President or Secretary of the
corporation. Such resignation shall take effect on the date of the receipt of
such notice or at any later date specified therein, and, unless otherwise
specified therein, the acceptance of said resignation shall not be necessary to
make it effective.

           SECTION 9. COMPENSATION. Directors as such shall receive such fixed
sum for their services as may be established from time to time by resolution of
the board of directors, plus expenses of attendance, if any, at any meeting.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

           SECTION 10. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the board of directors or any committee thereof, may be
taken without a meeting if prior or subsequent to such action all members of the
board of directors or of such committee, as the case may be, consent thereto in
writing and such written consents are filed with the minutes of its proceedings.

           SECTION 11. MEETING BY TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT.
Any or all directors may participate in a meeting of the board of directors or
any committee thereof by means of conference telephone or any means of
communication by which all persons participating in the meeting are able to hear
each other.
                                    ARTICLE V

                               Standing Committees
                               -------------------

           The board of directors may, by resolution or resolutions passed by a
majority of the whole board, designate an Executive Committee and other
committees, each such committee to consist of two or more of the directors of
the corporation, which, to the extent provided in said resolution or
resolutions, shall have and may exercise the powers of the board of directors in
the management of the business and affairs of the corporation, and may have
power to authorize the seal of the corporation to be affixed to all papers which
may require it; provided, however, that no committee shall have power to fill
vacancies in the board of directors or to change the membership of or fill
vacancies in any committee, or to make or amend by-laws. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

           The chairman of any such committee may call a meeting thereof at any
time on notice to members of the committee and he, or the Secretary, shall call
such meeting when requested by any member of the committee.






                                        4
<PAGE>
                                   ARTICLE VI
                                    Officers
                                    --------
           SECTION 1. OFFICERS. TERMS OF OFFICE. The officers of the corporation
shall be a Chief Executive Officer, a President, a Chief Operating Officer, one
or more Vice Presidents, a Secretary, a Treasurer, a Chief Financial Officer,
one or more Assistant Secretaries, an Assistant Treasurer, and such other
officers which may include a Chairman of the Board of Directors, as the board of
directors may determine, all of whom shall hold office until the first meeting
of the board of directors following the next annual meeting of stockholders and
until their respective successors are elected and shall qualify. Any two or more
offices may be held by the same person, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity if such
instrument is required by law or by the by-laws to be executed, acknowledged, or
verified by two or more officers.

           SECTION 2. ELECTION OF OFFICERS. The board of directors, at its first
meeting after each annual meeting of stockholders, shall elect officers of the
Corporation. No officer except the Chairman of the Board need be a member of the
Board of Directors.

           SECTION 3. OTHER OFFICERS. The board of directors may appoint such
other officers and agents as it may deem necessary, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the board.

           SECTION 4. COMPENSATION. Officers shall be entitled to such
compensation as the board of directors shall from time to time determine.

           SECTION 5. REMOVAL AND VACANCY. Any officer elected or appointed by
the board of directors may be removed at any time, with or without cause, by the
majority vote of the whole board of directors but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer shall become vacant for any reason, including the creation
of a new office by the board of directors, the vacancy shall be filled by the
board of directors for the unexpired term or terms.

           SECTION 6.  POWERS AND DUTIES OF OFFICERS.

           a.   CHAIRMAN OF THE BOARD. The Chairman of the Board, if there be
                one, shall preside at all meetings of the stockholders and the
                board of directors and he shall be responsible for the
                implementation of corporate policy. He shall perform all duties
                incident to the office of Chairman of the Board and such other
                duties as from time to time may be assigned to him by the Board.
                Unless otherwise determined by the board, he shall not be an
                executive officer of the Corporation.

           b.   CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
                the chief executive officer of the Corporation and shall have
                general supervision and control over the day-to-day business and
                affairs of the Corporation, subject, however, to the control of
                the Board. The Chief Executive Officer shall see that all orders
                and resolutions of the Board are carried into effect and, in the
                absence of the Chairman of the Board, shall preside over all
                meetings of the shareholders or Board at which he is present. In
                addition, the Chief Executive Officer shall have such other
                powers and duties as may from time to time be assigned by the
                Board. He may sign and execute in the name of the Corporation
                deeds, mortgages, bonds, contracts and other instruments, except
                in cases where the signing and execution thereof shall be
                expressly delegated by the Board to some other officer or agent
                of the Corporation or shall be required by law otherwise to be
                signed or executed.      5
<PAGE>
           c.   PRESIDENT. The President shall assist the Chief Executive
                Officer in the management of and supervision of the business
                affairs of the Corporation, subject, however, to the direction
                of the Chief Executive Officer and the Board. The President
                many, with the Secretary or the Treasurer or an Assistant
                Secretary or an Assistant Treasurer, sign certificates for
                shares of capital stock of the Corporation; and, in general,
                shall perform all duties incident to the office of President and
                such other duties as from time-to-time may be assigned to him by
                the Board.

           d.   CHIEF OPERATING OFFICER. The Chief Operating Officer shall be
                the chief operating officer of the Corporation, and shall assist
                the Chief Executive Officer and the President in the active
                management of the business and affairs of the Corporation,
                subject to the direction of the Chief Executive Officer, the
                President and the Board. He shall perform all duties incident to
                the office of Chief Operating Officer and such other duties as
                from time-to-time may be assigned to him by the Board or the
                Chief Executive Officer.

           e.   VICE PRESIDENT. Each Vice President shall have such powers and
                perform such duties as the Board or the Chief  Executive Officer
                from time-to-time may prescribe.

           f.   SECRETARY AND ASSISTANT SECRETARY. (1) The Secretary shall act
                as secretary of all meetings of the stockholders and of the
                Board, record all votes and the minutes of all proceedings in a
                book to be kept for that purpose, and shall perform like duties
                for any committee of the Board when required. He shall give or
                cause to be given notice of all meetings of the stockholders and
                of the Board of Directors. He shall keep in safe custody the
                seal of the corporation and when authorized by the Board of
                Directors or any committee of the Board affix the same to any
                instrument requiring it and when so affixed it shall be attested
                by the signature of the Secretary or any such other officer as
                may be designated by the Board of Directors. He may, with the
                Chief Executive Officer or the President, sign certificates for
                shares of capital stock of the Corporation. He shall keep or
                cause to be kept a stock book containing the names
                alphabetically arranged of all persons who are stockholders of
                the corporation, showing their place of residence and the number
                of shares of stock held by them, respectively. He shall perform
                all the duties incident to the office of Secretary and such
                other duties as from time-to-time may be assigned to him by the
                Board or the Chief Executive Officer.

                (2) The Assistant Secretary shall perform such duties of the
                Secretary as may be assigned to him from time-to-time by the
                Board of Directors or the Chief Executive Officer.

           g.   THE TREASURER AND ASSISTANT TREASURER. (1) The Treasurer shall
                have charge and custody of, and be responsible for, all funds,
                securities and notes of the Corporation and shall keep full and
                accurate accounts of receipts and disbursements in books
                belonging to the corporation. He shall deposit all moneys and
                other valuable effects in the name and to the credit of the
                Corporation in such banks, trust companies or other depositories
                as shall be designated by the Board. Against proper vouchers
                shall cause such funds to be disbursed in accordance with any
                provisions of the Bylaws. In addition he shall be responsible
                for the accuracy of all moneys so disbursed and shall render to
                the Chief Executive Officer and the Board, at the regular
                meetings of the Board, or whenever they may require it, an
                accurate account of all his transactions as Treasurer and of the
                financial condition of the Corporation. In addition, he shall
                perform all the duties incident to the office of the Treasurer
                and such other duties as from time-to-time may be assigned to
                him by the Chief Executive Officer or the Board.

                (2) The Assistant Treasurer shall perform such duties of the
                Treasurer as may be assigned to him from time-to-time by the
                Chief Executive Officer, the Board or the Treasurer.

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<PAGE>
           h.   CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be
                the chief financial officer of the Corporation, and shall render
                to the Board, whenever the Board shall so require, an account of
                the financial condition of the Corporation. He shall make, sign,
                execute and file financial, tax and similar reports to any
                state, federal or municipal government, agency or department, or
                any self-regulatory organization or body and shall provide for
                the continuous review of all accounts, borrowings and reports.
                In addition, he shall perform any such other duties as from
                time-to-time may be assigned to him by the Chief Executive
                Officer or the Board.

           SECTION 7. ADDITIONAL POWERS. In addition to the powers and duties
herein above specifically prescribed for the respective officers, the board may
from time to time impose or confer upon any of the officers such additional
duties and powers as the board may see fit, and the board of directors may from
time to time impose or confer any or all of the duties and powers herein above
specifically prescribed for any officer upon any other officer or officer.

                                   ARTICLE VII

                                 Can ital Stock
                                 --------------

           SECTION 1. CERTIFICATES OF STOCK. TRANSFER AGENTS AND REGISTRARS.
Every stockholder shall be entitled to a certificate or certificates
representing shares of capital stock of the corporation in such form as may be
prescribed by the board of directors, duly numbered and setting forth the number
and kind of shares. Each certificate shall be signed by the President or a
Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and may have affixed thereto an impression of the
corporate seal. Before issue, a record of each certificate shall be entered on
the books of the corporation. The board of directors may also appoint one or
more Transfer Agents and/or Registrars for its stock of any class or classes and
for the transfer and registration of certificates representing the same and may
require stock certificates of capital stock of the corporation are signed by a
Transfer Agent or by a Transfer and by a Registrar, the signatures thereon of
the President or a Vice-President and of the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary of the corporation and the corporate
seal may be facsimiles, engraved or printed. Any provisions of these by-laws
with reference to the signing of stock certificates shall include, in cases
above permitted, such facsimile signatures. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, any such certificate or certificates, shall cease to be such officer or
officers of the corporation, whether because of death, resignation, or
otherwise, before such certificate or certificates shall have been delivered by
the corporation, such certificate or certificates may nevertheless be adopted by
the corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such officer or
officers of the corporation. The board of directors may, from time to time, make
such additional rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of capital stock of
the corporation.

           SECTION 2. TRANSFERS OF STOCK AND ADDRESSES OF STOCKHOLDERS. Shares
of stock may be transferred by delivery of the certificate therefor accompanied
either by an assignment in writing on the back of the certificate or by a
written power of attorney to sell, assign and transfer the same on the books of
the corporation, signed by the person appearing by the certificate to be the
owner of the shares represented thereby, and such shares of stock shall be
transferable on the books of the corporation upon surrender thereof so assigned
or endorsed. The person registered on the books of the corporation as the owner
of any shares of stock shall exclusively be entitled as the owner of such shares
to receive dividends, to vote and to exercise all other rights and privileges as
such owner in respect thereof. The latest address appearing on the books of the
corporation shall be conclusively deemed to be the post-office address of such
stockholder.

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<PAGE>

           SECTION 3. TRANSFER BOOKS. The board of directors shall have power to
close the stock transfer books of the corporation for a period not exceeding
fifty (50) days preceding the date of any meeting of stockholders or the date
for payment of any dividend or the date for the allotment of rights or the date
when any change or conversion or exchange of capital stock shall go into effect,
or for a period not exceeding fifty (50) days in connection with obtaining the
consent of the stockholders for any purpose; provided, however, that in lieu of
closing the stock transfer books as aforesaid, the board of directors may fix in
advance a date not exceeding fifty (5) days preceding the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixes shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such 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. Except where the transfer books of the corporation shall
have been closed or a date shall have been fixed as the record date for the
determination of the stockholders entitled to vote, as herein before provided,
no share of stock shall be voted on at any election for directors which shall
have been transferred on the books of the corporation within twenty (20) days
next preceding such election of directors.

           SECTION 4. LOSS OF CERTIFICATES. In case of the loss, mutilation or
destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms consistent with the laws of the State of New Jersey as the board
of directors shall prescribe.

                                  ARTICLE VIII

                               Inspection of Books
                               -------------------

           The 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 be statute or law be specifically open to
inspection), or any of them, shall be open to the inspection of the
stockholders, and the stockholders' rights in this respect are and shall be
restricted and limited accordingly.


                                   ARTICLE IX

                                Checks and Notes
                                ----------------

           The moneys of the corporation shall be deposited in the name of the
corporation in such bank or banks as the board of directors may from time to
time designate, and all checks, notes, drafts and bills of exchange of the
corporation shall be signed by such officers or agents as the board of directors
may from time to time designate.

                                        8
<PAGE>

                                    ARTICLE X

                                    Dividends
                                    ---------

           Dividends upon the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock.

           Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may abolish any
such reserve in the manner in which it was created.

                                   ARTICLE XI

                                   Fiscal Year
                                   -----------

           The fiscal year of the corporation shall commence on the first day of
January of each calendar year.


                                     Waivers
                                     -------

           The giving of notice to any stockholder or directors, required to be
given under these ByLaws or the laws of the State of New Jersey, may be waived
by a waiver in writing, signed by the person or persons entitled to said notice,
whether before or after the time or event referred to in said notice, which
waiver shall be deemed equivalent to such notices.

                                  ARTICLE XIII

                                   Amendments
                                   ----------

           SECTION 1. BY STOCKHOLDERS. These By-Laws may be altered, amended or
repealed by the affirmative vote of the holders of a majority of the number of
shares of the stock of the corporation issued and outstanding and entitled to
vote thereat, at any annual or special meeting of the stockholders, provided
notice thereof shall have been contained in the notice of the meeting.

           SECTION 2. BY DIRECTORS. These By-Laws may also be altered, amended
or repealed by the affirmative vote of at least a majority of the board of
directors at any regular or special meeting of the board, if notice thereof be
contained in the notice of the meeting.

           Any by-laws adopted, or amended or altered by the directors may be
amended, altered or repealed at any regular meeting of the stockholders or at
any special meeting of the stockholders at which a quorum is present or
represented, provided notice of the proposed amendment, alteration or repeal be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock entitled to vote at such meeting and present or
represented thereat.

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