Exhibit 3.2

                                     BY-LAWS

                                       of

                        LEVIN TEXTILES INTERNATIONAL INC.
                             a Delaware corporation


                                     Part 1

                                     Offices

By-law 1. Registered Office. The registered office of Levin Textiles
International Inc. (the "Corporation") will be maintained at such locations
within the State of Delaware as the Board of Directors from time to time will
designate. The Corporation will maintain in charge of such registered office an
agent upon whom process against the Corporation may be served.

By-law 2. Other Offices. The Corporation may also have an office or offices at
such other place or places, either within or without the State of Delaware, as
the Board of Directors from time to time may determine or the business of the
Corporation may require.

                                     Part 2

                            Meetings of Shareholders

By-law 3. Annual Meetings. Subject to the provisions of these Bylaws, the annual
meeting of the shareholders for the election of directors and for the
transaction of such other business as may properly come before such meeting will
be held on such date and at such time as will be designated by the Board of
Directors and stated in the notice of such meeting. If the election for
directors will not be held on the day designated therefor or at any adjournment
thereof, the directors will cause such election to be held at a special meeting
of the shareholders as soon thereafter as may be convenient. At such special
meeting, subject to the provisions of these Bylaws, the shareholders may elect
the directors and transact any other business with the same force and effect as
at an annual meeting duly called and held.

By-law 4. Special Meetings. A special meeting of the shareholders for any
purpose or purposes, unless otherwise prescribed by statute, may be called at
any time and will be called by the President or Secretary, upon the direction of
the Board of Directors, or upon the written request of a shareholder or
shareholders holding of record at least ten (10 %) percent of the outstanding
shares of the Corporation entitled to vote at such a meeting.

By-law 5. Place of Meetings. All meetings of the shareholders will be held at
the principal place of business of the Corporation or at such other place,
within or without the State of Delaware, as will be designated by the Board of
Directors and stated in the notice of each such meeting.

By-law 6. Notice of Meetings. Except as otherwise provided by law, notice of
each meeting of the shareholders, whether annual, special, or adjourned, will be
given, not less than 10 days nor more than 60 days before the day on which such
meeting is to be held, to each shareholder of record entitled to vote at such
meeting by delivering a written or printed notice thereof to such shareholder
personally, by facsimile machine, or by mailing such notice in a postage prepaid
envelope addressed to such shareholder at the post office address furnished by
such shareholder to the Secretary for such purpose, or, if such shareholder will
not have furnished to the Secretary an address for such purpose, then at the
address of such shareholder last known to the Secretary. Except when expressly
required by law, no publication of any notice of a meeting of shareholders will
be required. Notice of any meeting of shareholders will not be required to be
given to any shareholder who will attend such meeting in person or by proxy. If
any shareholder will in person or by proxy waive notice, in writing, of such
meeting, whether before or after such meeting, notice thereof need not be given
to such shareholder. Notice of any adjourned meeting of the shareholders will
not be required to be given, except when expressly required by law.


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By-law 7. Quorum. At each meeting of the shareholders, the presence in person or
by proxy of shareholders holding of record a majority of the outstanding shares
entitled to vote at such meeting will be necessary and sufficient to constitute
a quorum for the transaction of business. In the absence of a quorum, the
shareholders entitled to vote who are present in person or by proxy at the time
and place of any meeting, or, if no shareholder entitled to vote is so present
in person or by proxy, any officer entitled to preside at or act as secretary of
such meeting may adjourn such meeting from time to time, without notice other
than an announcement at such meeting, until a quorum will be present. At any
such adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.

By-law 8. Organization. At every meeting of the shareholders, the President, or,
in his or her absence, a Vice President, or, in the absence of the President and
all of the Vice Presidents, a chairman chosen by a majority in interest of the
shareholders present in person or by proxy and entitled to vote thereat, will
act as chairman. The Secretary, or, in his or her absence, an Assistant
Secretary, will act as secretary at all meetings of the shareholders. In the
absence from any such meeting of the Secretary or an Assistant Secretary, the
chairman may appoint any person to act as secretary of such meeting.

By-law 9. Business and Order of Business. Subject to the provisions of these
Bylaws, at each meeting of the shareholders, such business may be transacted as
may properly be brought before such meeting.

By-law 10. Voting. At each meeting of the shareholders, each shareholder will be
entitled to one vote in person or by proxy for each share of the Corporation
having voting rights registered in his or her name on the books of the
Corporation at the close of business on the day next preceding the day on which
notice of such meeting was given, or, if no notice was given, on the day next
preceding the day on which such meeting is held, except when, pursuant to the
provisions of By-law 60, a date will have been fixed as a record date for the
determination of the shareholders entitled to vote. Any shareholder entitled to
vote may vote in person or by proxy in writing; provided, however, that no proxy
will be valid after 11 months after the date of its execution, unless otherwise
provided therein. The presence at any meeting of any shareholder who has given a
proxy will not revoke such proxy, unless such shareholder will file written
notice of such revocation with the secretary of such meeting prior to the voting
of such proxy.

      At each meeting of the shareholders, all matters other than those the
manner of deciding of which is expressly regulated by statute, the Certificate
of Incorporation, or these Bylaws, will be decided by a majority of the votes
cast by the holders of shares entitled to vote thereon.

      The Board of Directors, in advance of any meeting of the shareholders, or
the chairman of such meeting, at such meeting, may appoint one or more
inspectors of election to act at such meeting or any adjournment thereof, but no
inspectors need be appointed unless expressly requested at such meeting by a
shareholder entitled to vote thereat.

By-law 11. Conduct of Meetings of Shareholders. Meetings of the shareholders
will generally follow reasonable and fair procedure. Subject to the foregoing,
the conduct of any meeting and the determination of procedure and rules will be
within the absolute discretion of the chairman, and there will be no appeal from
any ruling of the chairman with respect to procedure or rules. Accordingly, in
any meeting of the shareholders, or part thereof, the chairman will have the
absolute power to determine appropriate rules or to dispense with theretofore
prevailing rules. Without limiting the foregoing, the following rules will
apply:

      (a)   Within his or her sole discretion, the chairman of a meeting may
            adjourn such meeting by declaring such meeting adjourned. Upon his
            or her doing so, such meeting will be immediately adjourned.

      (b)   The chairman may ask or require anyone to leave a meeting if that
            person is not a bona fide shareholder or proxy.

      (c)   A resolution or motion will be considered for vote only if proposed
            by a shareholder or duly authorized proxy, and seconded by a person,
            who is a shareholder or a duly authorized proxy, other than the
            person who proposed the resolution or motion. The chairman may
            propose any motion for vote.


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      (d)   The chairman of a meeting may impose any reasonable limits with
            respect to participation by shareholders in a meeting, including,
            but not limited to, limits on the amount of time at the meeting
            taken up by the remarks or questions of any shareholder, limits on
            the numbers of questions per shareholder, and limits as to the
            subject matter and timing of questions and remarks by shareholders.

      Notwithstanding anything in these Bylaws to the contrary, no business will
be conducted at any meeting of the shareholders except in accordance with the
procedures set forth in this By-law 11; provided, however, that nothing in this
By-law 11 will be deemed to preclude discussion by any shareholder as to any
business properly brought before any meeting.

      The chairman will, if the facts warrant, determine, and declare at any
meeting of the shareholders that business was not properly brought before such
meeting in accordance with the provisions of this By-law 11, and if he or she
should so determine, he or she will so declare to such meeting and any such
business not properly brought before such meeting will not be transacted.

By-law 12. Advance Notice of Shareholder Proposed Business at any Shareholders'
Meeting. To be properly brought before any meeting of the shareholders, business
must be either (a) specified in the notice of such meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before such meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before such meeting by a
shareholder. In addition to any other applicable requirements, including, but
not limited to, requirements imposed by federal and state securities laws
pertaining to proxies, for business to be properly brought before any meeting by
a shareholder, such shareholder must have given timely notice thereof in writing
to the Secretary. To be timely, shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
later than the close of business on the 15th day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made, whichever first occurs. A shareholder's notice to the Secretary will
set forth as to each matter such shareholder proposes to bring before any
meeting of the shareholders (i) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business at
the meeting, (ii) the name and record address of the shareholder proposing such
business, (iii) the class and number of shares of the Corporation that are
beneficially owned by such shareholder, and (iv) any material interests of such
shareholder in such business.

      Notwithstanding anything in these Bylaws to the contrary, no business will
be conducted at any annual meeting except in accordance with the procedures set
forth in this By-law 12. The chairman of such annual meeting will, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before such meeting and in accordance with the provisions of this By-law
12, and if he or she should so determine, he or she will so declare to such
meeting and any such business not properly brought before such meeting will not
be transacted.

By-law 13. Action by Shareholders Without a Meeting. Any action required or
permitted to be taken at a meeting of the shareholders under any provisions of
the Delaware General Corporation Law, the Certificate of Incorporation, or these
Bylaws may be taken without a meeting if all of the shareholders entitled to
vote thereon consent in writing to such action being taken, or, subject to the
provisions of Section 228 of the Delaware General Corporation Law, if the
shareholders who would have been entitled to cast the minimum number of votes
which would be necessary to authorize such action at a meeting at which all of
the shareholders entitled to vote thereon were present and voting will consent
in writing to such action being taken. Whenever action of the Corporation is so
taken, the consents of the shareholders consenting thereto will be filed with
the minutes of proceedings of the shareholders.

                                     Part 3

                               Board of Directors

By-law 14. General Powers. The Board of Directors will manage the property,
affairs, and business of the Corporation.


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By-law 15. Number, Qualifications, and Term of Office. The number of directors
constituting the entire Board of Directors of this corporation will be not less
than one (1) nor more than eight (8) as fixed from time to time by vote of a
majority of the entire Board of Directors of this Corporation; provided,
however, that the number of directors will not be reduced so as to shorten the
term of any director at that time in office. The directors will be elected
annually at the annual meeting of the shareholders. Each director will hold
office until his or her successor will have been elected and qualified, until
his or her death, until he or she will have resigned in the manner set forth in
By-law 26, or until he or she will have been removed in the manner set forth in
By-law 27, whichever will first occur. Any director elected to fill a vacancy in
the Board of Directors will be deemed elected for the unexpired portion of the
term of his or her predecessor on the Board of Directors. Each director, at the
time of his or her election, will be at least 18 years of age.

By-law 16. Nomination of Directors. (a) Only persons who are nominated in
accordance with the procedures set forth in this by-law will be eligible for
election as directors. The Board of Directors, or a duly appointed committee
thereof, will act as a nominating committee for selecting nominees for election
as directors. Except in the case of a nominee substituted as a result of the
death or incapacity of a nominee of the nominating committee, the nominating
committee will deliver written nominations to the Secretary at least 90 days
prior to the appropriate date of the previous meeting of shareholders called for
election of directors. Provided such nominating committee makes such
nominations, no nominations for directors, except those made by the nominating
committee, will be voted upon at the annual meeting unless other nominations by
shareholders are made in accordance with the provisions of this By-law. No
person will be elected as a director of the Corporation unless nominated in
accordance with the procedures set forth in this By-law. Ballots specifying the
names of all persons nominated by the nominating committee and by shareholders
will be provided for use at the annual meeting.

      (b) Nominations of persons for election to the Board of Directors of the
Corporation at an annual meeting of shareholders may be made by any shareholder
entitled to vote for the election of directors at such meeting who complies with
the procedures set forth in this By-law. Such nominations, other than those made
by the Board of Directors or a nominating committee thereof, will be made
pursuant to timely notice in writing to the Secretary as set forth in this
By-law. To be timely, a shareholder's notice will be delivered to or received at
the principal executive offices of the Corporation not less than 90 days prior
to the appropriate anniversary date of the previous meeting of shareholders of
the Corporation called for the election of directors. Each such shareholder's
notice will set forth (1) the name and address of the shareholder who intends to
make the nomination and of the person or persons to be nominated; (2) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (3) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (4) such other information regarding each nominee proposed by
such shareholder as would be required to be disclosed in solicitations of
proxies with respect to nominees for election as directors, pursuant to
Regulation 14A under the Securities Exchange Act of 1934, including, but not
limited to, information required to be disclosed by Items 4, 5, 6, and 7 of
Schedule 14A; (5) the consent of each nominee to serve as director of the
Corporation if so elected; and (6) the class and number of shares of stock of
the Corporation that are beneficially owned by such shareholder on the date of
such shareholder notice and, to the extent known, by any other shareholders
known by such shareholder to be supporting such nominees on the date of such
shareholder notice. At the request of the Board of Directors, any person
nominated by the Board of Directors, or a nominating committee thereof, for
election as a director will furnish to the Secretary that information required
to be set forth in a shareholder's notice of nomination that pertains to the
nominee together with the required written consents, each as described herein.

      (c) The Board of Directors may reject any nomination by a shareholder not
timely made in accordance with the requirements of this By-law. If the Board of
Directors, or a designated committee thereof, determines that the information
provided in a shareholder's notice does not satisfy the informational
requirements of this by-law in any material aspect, the Secretary will notify
such shareholder of the deficiency in the notice. The shareholder will have an
opportunity to cure the deficiency by providing additional information to the
Secretary within such period of time, not to exceed five days from the date such
deficiency notice is given to the shareholder, as the Board of Directors or such
committee will reasonably determine. If the deficiency is not cured within such
period, or if the Board of Directors or such committee reasonably determines
that the additional information provided by the shareholder, together with
information previously provided, does not satisfy the requirements of this
by-law in any material respect, then the Board of Directors may reject such
shareholder's nomination. The Secretary will notify a shareholder in writing
whether his or her nomination has been made in accordance with the time and
informational requirements of this by-law. Notwithstanding the procedures set
forth in this by-law, if neither the Board of Directors nor such committee makes
a determination as to the validity of any nominations by a shareholder, the
chairman of such annual meeting will determine and declare at such annual
meeting whether the nomination was made in accordance with the terms of this
By-law. If such chairman determines a nomination was made in accordance with the
terms of this By-law, he or she will so declare at such annual meeting and
ballots will be provided for use at the annual meeting with respect to such
nominee. If such chairman determines that a nomination was not made in
accordance with this by-law, he or she will so declare at the annual meeting and
defective nomination will be disregarded.


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By-law 17. Election of Directors. At each meeting of the shareholders for the
election of directors, the directors will be chosen by a plurality of the votes
cast at such election by the holders of shares entitled to vote thereon. The
vote for directors need not be by ballot, unless demanded by a shareholder
entitled to vote thereon at such election and before the voting begins. The
shareholders will not be entitled to cumulate their votes for directors.

By-law 18. Annual Meetings. The annual meeting of the Board of Directors will be
held in each year immediately after the annual meeting of shareholders, at such
place as the Board of Directors from time to time may fix and, if so held, no
notice of such meeting need be given.

By-law 19. Regular Meetings. Regular meetings of the Board of Directors will be
held at such times as the Board of Directors will determine. If any day fixed
for a regular meeting will be a legal holiday at the place where the meeting is
to be held, then the meeting which would otherwise be held on that day will be
held at said place at the same hour on the next succeeding business day that is
not a legal holiday. Notice of regular meetings need not be given.

By-law 20. Special Meetings. Special meetings of the Board of Directors will be
held whenever called by the President or any one director. Notice of each such
meeting will be mailed to each director, addressed to him or her at his or her
residence or usual place of business, at least five days before the day on which
such meeting is to be held, or will be sent to him or her at such place by
facsimile machine, telegraph, cable, telex, or the equivalent, or be delivered
personally or by telephone, not later than the day preceding the day on which
such meeting is to be held, except that in an emergency, the President may
direct that shorter notice of a special meeting be given personally or by
facsimile machine, telephone, telegraph, cable, telex, or the equivalent.
Neither the business to be transacted nor the purpose of any such meeting need
be specified in such notice. Notice of any meeting of the Board of Directors
need not be given, however, if waived in writing or by facsimile machine,
telegraph, telex, cable, or the equivalent, either before or after such meeting,
or, at the meeting. Any meeting of the Board of Directors will be a legal
meeting without any notice having been given, if all the directors will be
present thereat.

By-law 21. Place of Meeting. Meetings of the Board of Directors may be held at
such place or places within or without the State of Delaware as the Board of
Directors from time to time may designate.

By-law 22. Quorum and Manner of Acting. A majority of the directors will be
required to constitute a quorum for the transaction of business at any meeting.
The act of a majority of the directors present at any meeting while a quorum is
present will be an act of the Board of Directors. In the absence of a quorum, a
majority of the directors present may adjourn any meeting from time to time
until a quorum is present. Notice of any adjourned meeting will be given, in the
same manner as notice of special meetings is required to be given, as set forth
in these Bylaws. The directors will act only as a board and the individual
directors will have no power as such.

By-law 23. Action by Written 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 the
proceedings of the Board of Directors or such committee. Such consent will have
the same effect as a unanimous vote of the Board of Directors or such committee
for all purposes and may be stated as such in any certificate or other document.

By-law 24. Organization. At each meeting of the Board of Directors, the
President or, in his or her absence, a chairman chosen by a majority of the
directors present, will act as chairman. The Secretary, or, in his or her
absence, an Assistant Secretary, or, in the absence of the Secretary and the
Assistant Secretaries, any person appointed by the chairman, will act as
recording secretary of such meeting.

By-law 25. Order of Business. At all meetings of the Board of Directors business
may be transacted in such order as the Chairman of the Board of Directors may
determine.


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By-law 26. Resignations. Any director of the Corporation may resign at any time
by giving written notice to the President or to the Secretary. The resignation
of any director will take effect at the time specified therein and, unless
otherwise specified therein, the acceptance of such resignation will not be
necessary to make such resignation effective.

By-law 27. Removal of Directors. Any director may be removed at any time, either
with or without cause, by the shareholders at any regular or special meeting of
the shareholders and the vacancy in the Board of Directors caused thereby may be
filled by the shareholders at the same meeting.

By-law 28. Vacancies. In addition to a vacancy occurring by removal by the
shareholders, as contemplated by By-law 27, a vacancy in the Board of Directors
will occur upon the happening of any of the following events:

      (a)   a director dies or resigns;
      (b)   the shareholders fail to elect the number of directors authorized to
            be elected at any meeting of shareholders at which any director is
            to be elected;
      (c)   the Board of Directors by resolution have elected to increase the
            number of directors;
      (d)   the Board of Directors declare vacant the office of any director for
            such cause as the Board may determine; or
      (e)   a vacancy occurs for any other reason.

Any vacancy occurring in the Board of Directors will be filled by a majority of
the remaining members of the Board of Directors, though less than a quorum, and
each person so elected will hold office until the next annual meeting of
shareholders and until his or her successor is duly elected and has qualified.

By-law 29. Compensation. The Executive Committee will fix the salaries of the
directors of the Corporation from time to time. No director will be prevented
from receiving such salary by reason of the fact that he or she is also an
officer of the Corporation. The directors may be paid their expenses for
attending each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the directors or a stated salary as director. No
payment precludes any director from serving the Corporation in any other
capacity and being compensated for the service. Members of special or standing
committees may be allowed like reimbursement and compensation for attending
committee meetings.

By-law 30. Indemnification of Directors, Officers, Employees and Agents. The
Corporation will indemnify each director, officer, employee and agent of the
Corporation, as amended by the provisions of Section 145 of the Delaware General
Corporation Law, as set forth in Part 6 of these Bylaws.

By-law 31. Executive and Other Committees.

      (a) The Board of Directors, by resolution adopted by a majority of the
members of the Board of Directors determined in the manner specified by these
Bylaws, may create and establish an Executive Committee consisting of not less
than two directors. The Board of Directors may provide the Executive Committee
with such powers as the Board of Directors determines to be necessary or
appropriate, subject to such conditions as may be prescribed by the Board of
Directors, these Bylaws, the Certificate of Incorporation and the Delaware
General Corporation Law.

      (b) During the intervals between the meetings of the Board of Directors,
the Executive Committee may exercise all the authority of the Board of
Directors; provided, however, that the Executive Committee will not have the
power to amend or repeal any resolution of the Board of Directors that by its
terms will not be subject to amendment or repeal by the Executive Committee, and
the Executive Committee will not have the authority of the Board of Directors in
reference to (1) approving or proposing to shareholders action required to be
approved by shareholders; (2) filling vacancies on the Board of Directors or on
any of its committees; (3) amending the Certificate of Incorporation; (4)
adopting, amending or repealing bylaws; or (5) approving a plan of merger or
share exchange not requiring shareholder approval.

      (c) The Executive Committee will meet from time to time on call of the
Chairman of the Board of Directors or of any two or more members of the
Executive Committee. Meetings of the Executive Committee may be held at such
place or places, within or without the State of Delaware, as the Executive
Committee will determine or as may be specified or fixed in the respective
notices or waivers of such meetings. The Executive Committee may fix its own
rules of procedures, including provision for notice of its meetings. It will
keep a record of its proceedings and will report these proceedings to the Board
of Directors at the meeting thereof held next after they have been taken, and
all such proceedings will be subject to revision or alternation by the Board of
Directors except to the extent that action will have been taken pursuant to or
in reliance upon such proceedings prior to any such revision or alternation.


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      (d) The Executive Committee will act by majority vote of its members;
provided, however, the provisions of Bylaw 32 notwithstanding, that contracts or
transactions of and by the Corporation in which officers or directors of the
Corporation are interested will require the affirmative vote of majority of the
disinterested members of the Executive Committee, at a meeting of the Executive
Committee at which the material facts as to the interest and as to the contract
or transaction are disclosed or known to the members of the Executive Committee
prior to the vote.

      (e) Members of the Executive Committee may participate in committee
proceedings by means of conference telephone or similar communications equipment
by means of which all persons participating in the proceedings can hear each
other, and such participation will constitute presence in person at such
proceedings.

      (f) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this By-law, may designate one or more directors as alternate
members of the Executive Committee who may act in the place and stead of any
absent member or members at any meeting of said committee.

      (g) The Board of Directors, by resolution adopted by a majority of the
entire Board of Directors, may designate one or more additional committees, each
committee to consist of two or more of the directors, which will have such name
or names and will have and may exercise such powers of the Board of Directors,
except the powers denied to the Executive Committee, as may be determined from
time to time by the Board of Directors. Such committees will provide for their
own rules of procedure, subject to the same restrictions thereon as provided
above for the Executive Committee.

      (h) The Board of Directors will have the power at any time to remove any
member of any committee, with or without cause, and to fill vacancies in and to
dissolve any such committee.

By-law 32. Provision Concerning Interested Transactions. Any contract or other
transaction between the Corporation and (i) any director, or (ii) any
corporation, unincorporated association, business trust, estate, partnership,
trust, joint venture, individual or other legal entity ("Legal Entity") (A) in
which any director has a material financial interest or is a general partner, or
(B) of which any director is a director, officer, or trustee (collectively, a
"Conflict Transaction"), will be valid for all purposes, if the material facts
of such Conflict Transaction and such director's interest were disclosed or
known to the Board of Directors, a committee with authority to act thereon, or
the shareholders entitled to vote thereon, and the Board of Directors, such
committee, or such shareholders authorized, approved, or ratified such Conflict
Transaction. A Conflict Transaction will be authorized, approved or ratified:

      (a)   By the Board or Directors or such committee, if it receives
            affirmative vote of majority of the directors who have no interest
            in the Conflict Transaction, notwithstanding the fact that such
            majority may not constitute a quorum or a majority of the Board of
            Directors or such committee or a majority of the directors present
            at such meeting, and notwithstanding the presence or vote of any
            director who does have such an interest; provided, however, that no
            Conflict Transaction may be authorized, approved or ratified by a
            single director; or

      (b)   By such shareholders, if such Conflict Transaction receives the vote
            of a majority of the shares entitled vote, in which vote shares
            owned or voted under the control of any director who, or of any
            Legal Entity that, has an interest in the Conflict Transaction may
            be counted. This By-law will not be construed to require
            authorization, ratification or approval by the shareholders of any
            Conflict Transaction, or to invalidate any Conflict Transaction that
            would otherwise be valid under the common and statutory law
            applicable thereto.

By-law 33. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors may participate
in a meeting of the Board of Directors by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation by such means will constitute
presence in person at a meeting.


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                                     Part 4

                                    Officers

By-law 34. Number. The officers of the Corporation will be a President, a
Treasurer, and a Secretary, and, in the discretion of the Board of Directors,
one or more Vice Presidents.

By-law 35. Election, Qualifications, and Terms of Office. The Board of Directors
will elect the officers annually. Each officer will hold office until his or her
successor will have been elected and qualified, or until his or her earlier
death, resignation, or removal in the manner provided in these Bylaws. Any
person may hold more than one office.

By-law 36. Resignations. Any officer may resign at any time by giving written
notice of such resignation to the Board of Directors, the President, or the
Secretary. Unless otherwise specified in such written notice, such resignation
will take effect upon receipt of the notice thereof by the Board of Directors or
any such officer.

By-law 37. Vacancies. The Board of Directors will fill a vacancy in any office
because of death, resignation, removal, disqualification, or any other cause for
the unexpired portion of the term.

By-law 38. President. The President will be the chief executive officer of the
Corporation. Subject to the direction of the Board of Directors, the President
will have general charge of the business affairs and property of the Corporation
and general supervision over its officers and agents. If present, the President
will preside at all meetings of shareholders and at all meetings of the Board of
Directors. The President will see that all orders and resolutions of the Board
of Directors are carried into effect. The President may sign, with any other
officer "hereunto authorized, share certificates of the Corporation, the
issuance of which will have been duly authorized, and may sign, in the name of
the Corporation, deeds, mortgages, bonds, contracts, agreements, and other
instruments duly authorized by the Board of Directors, except in these instances
where the signing thereof will be expressly delegated by the Board of Directors
to some other officer or agent. From time to time, the President will report to
the Board of Directors all matters within his or her knowledge that the
interests of the Corporation may require to be brought to their attention. The
President will also perform such other duties as are given to him or her by
these Bylaws or as from time to time may be assigned to him or her by the Board
of Directors.

By-law 39. Secretary. The Secretary will (a) record all the proceedings of the
meetings of the shareholders and Board of Directors in a book or books to be
kept for that purpose; (b) cause all notices to be duly given in accordance with
the provisions of these Bylaws and as required by statute; (c) be custodian of
the records and of the seal of the Corporation and cause such seal to be affixed
to all certificates representing shares of the Corporation prior to the issuance
thereof and to all instruments the execution of which on behalf of the
Corporation under its seal will have been duly authorized; (d) see that the
lists, books, reports, statements, certificates, and other documents and records
required by statute are properly kept and filed; (e) have charge of the share
record books of the Corporation and cause the same to be kept in such manner as
to show at any time the amount of shares of the Corporation issued and
outstanding, the names and addresses of the holders of record thereof, the
number of shares held by each, and the date when each became such holder of
record; (f) perform the duties required of him or her under Bylaw 11; (g) sign
(unless the Treasurer will sign) certificates representing shares of the
Corporation, the issuance of which will have been duly authorized; and (h) in
general, perform all duties incident to the office of Secretary and such other
duties as are given to him or her by these Bylaws or as from time to time may be
assigned to him or her by the Board of Directors or the President.

By-law 40. Chief Financial Officer. The Chief Financial Officer will (a) have
charge of and supervision over and by responsible for the funds, securities,
receipts, and disbursements of the Corporation; (b) cause the moneys and other
valuable effects of the Corporation to be deposited in the name and to the
credit of the Corporation in such banks or trust companies, or with such bankers
or other depositories, as will be selected in accordance with Bylaw 46 or to be
otherwise dealt with in such manner as the Board of Directors may direct; (c)
cause the funds of the Corporation to be disbursed by checks or drafts upon the
authorized depositories of the Corporation and cause to be taken and preserved
proper vouchers for all moneys disbursed; (d) render to the Board of Directors
or the President, whenever requested, a statement of the financial condition of
the Corporation and of all his or her transactions as Chief Financial Officer;
(e) cause to be kept, at the principal office of the Corporation or at such
other office (within or without the State of Delaware) as will be designated by
the Board of Directors, correct books of account of all its business and
transactions; (f) sign (unless the Secretary will sign) certificates
representing shares of the Corporation, the issuance of which will have been
duly authorized; and (g) in general, perform all duties incident to the office
of Treasurer and such other duties as are given to him or her by these Bylaws or
as from time to time may be assigned to him or her by the Board of Directors or
the President.


                                                                          Page 9


By-law 41. Vice Presidents. At the request of the President, any Vice President
will perform all the duties of the President and, when so acting, will have all
the powers of and be subject to all restrictions upon the President. Any Vice
President may also sign, with any other officer thereunto duly authorized, share
certificates of the Corporation, the issuance of which will have been duly
authorized, and may sign in the name of the Corporation, deeds, mortgages,
bonds, contracts, agreements, and other instruments duly authorized by the Board
of Directors, except in those instances where the signing thereof will be
expressly delegated by the Board of Directors to some other officer or agent.
Each Vice President will perform such other duties as are given to him or her by
these Bylaws or as from time to time may be assigned to him or her by the Board
of Directors or the President.

By-law 42. Salaries. The Board of Directors will fix the salaries of the
officers of the Corporation from time to time. No officer will be prevented from
receiving such salary by reason of the fact that he or she is also a director of
the Corporation.

By-law 43. Surety Bonds. If the Board of Directors will so require, any officer
or agent of the Corporation will sign a bond to the Corporation, in such amount
and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful discharge of his or her duties.

                                     Part 5

                         Contracts and Financial Matters

By-law 44. Execution of Contracts. The President or any Vice President, subject
to the approval of the Board of Directors, may enter into any contract or sign
and deliver any instrument in the name and on behalf of the Corporation. Such
authorization may be general or restricted to specific instances.

By-law 45. Checks and Drafts. All checks, drafts, or other orders for the
payment of money and all notes or other evidences of indebtedness issued in the
name of the Corporation will be signed by such officer or officers or agent or
agents of the Corporation as will be thereunto so authorized from time to time
by resolution of the Board of Directors.

By-law 46. Deposits. All funds of the Corporation not otherwise employed will be
deposited from time to time to its credit in such banks or trust companies or
with such bankers or other depositaries as the Board of Directors may select or
as may be selected by any officer or officers or agent or agents authorized so
to do by the Board of Directors. Endorsements for deposit to the credit of the
Corporation in any of its duly authorized depositaries will be made in such
manner as the Board of Directors from time to time may determine.

By-law 47. General and Special Bank Accounts. The Board of Directors may
authorize from time to time the opening and keeping of general and special bank
accounts with such banks, trust companies, or other depositaries as the Board of
Directors may designate and may make such special rules and regulations with
respect thereto, not inconsistent with the provisions of these Bylaws, as the
Board of Directors may deem expedient.

By-law 48. Loans. No loans or advances will be contracted on behalf of the
Corporation and no negotiable paper will be issued in its name, unless and
except as authorized by the Board of Directors. Such authorization may be
general or restricted to specific instances. Any officer or agent of the
Corporation thereunto so authorized may affect loans and advances for the
Corporation and for such loans and advances may make, sign, and deliver
promissory notes, bonds, or other evidences of indebtedness of the Corporation.
Any officer or agent of the Corporation thereunto so authorized may pledge,
hypothecate, or transfer, as security for the payment of any and all loans,
advances, indebtedness, and liabilities of the Corporation, any and all stocks,
bonds, other securities, and other personal property at any time held by the
Corporation and, to that end, may endorse, assign, and deliver the same and do
every act and shine necessary or proper in connection therewith.

By-law 49. Proxies. Proxies to vote with respect to shares of stock of other
corporations owned by or standing in the name of the Corporation may be executed
and delivered from time to time on behalf of the Corporation by such person or
persons as will be thereunto authorized from time to time by the Board of
Directors.


                                                                         Page 10


                                     Part 6

                          Indemnification and Insurance

By-law 50. Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any pending, threatened,
or completed civil, criminal, administrative, or arbitration action, suit, or
proceeding, or any appeal therein or any inquiry or investigation which could
lead to such action, suit, or proceeding ("proceeding"), by reason of his or her
being or having been a director, officer, employee, or agent of the Corporation
or of any constituent corporation absorbed by the Corporation in a consolidation
or merger or by reason of his or her being or having been a director, officer,
trustee, employee, or agent of any other corporation (domestic or foreign) or of
any partnership, joint venture, sole proprietorship, trust, employee benefit
plan, or such enterprise (whether or not for profit), serving as such at the
request of the Corporation or of any such constituent corporation, or the legal
representative of any such director, officer, trustee, employee, or agent, will
be indemnified and held harmless by the Corporation to the fullest extent
permitted by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than the Delaware General Corporation Law permitted prior to such
amendment), from and against any and all reasonable costs, disbursements, and
attorney's fees, and any and all amounts paid or incurred in satisfaction of
settlements, judgments, fines, and penalties, incurred or suffered in connection
with any such proceeding, and such indemnification will continue as to a person
who has ceased to be a director, officer, trustee, employee, or agent and will
inure to the benefit of his or her heirs, executors, administrators, and
assigns; provided, however, that, except as provided in By-law 51, the
Corporation will indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was specifically authorized by the Board of
Directors of the Corporation. The right to indemnification specified in Part 6
of these By-laws will be a contract right and will include the right to be paid
by the Corporation the expenses incurred in connection with any proceeding in
advance of the final disposition of such proceeding as authorized by the Board
of Directors; provided, however; that, if the Delaware General Corporation Law
so requires, the payment of such expenses in advance of the final disposition of
a proceeding will be made only upon receipt by the Corporation of an
undertaking, by or on behalf of such director, officer, employee, or agent, to
repay all amounts so advanced unless it will ultimately be determined that such
person is entitled to be indemnified under this By-law or otherwise.

By-law 51. Right of Claimant to Bring Suit. If a claim made under By-law 50 is
not paid in full by the Corporation within 30 days after a written request has
been received by the Corporation, the claimant may, at any time thereafter,
apply to a court for an award of indemnification by the Corporation for the
unpaid amount of the claim and, if successful on the merits or otherwise in
connection with any proceeding or in the defense of any claim, issue, or matter
therein, the claimant will also be entitled to be paid by the Corporation for
any and all expenses incurred or suffered in connection with such proceeding. It
will be a defense to any such action (other than an action brought to enforce a
claim for the advancement of expenses incurred in connection with any proceeding
where the required undertaking, if any, has been tendered to the Corporation)
that the claimant has not satisfied the standard of conduct that makes it
permissible under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense will be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, its independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
proceeding that indemnification of the claimant is proper in the circumstances
because he or she has satisfied the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, its independent legal counsel, or
its shareholders) that the claimant has not satisfied such applicable standard
of conduct, nor the termination of any proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
will be a defense to the action or create a presumption that the claimant has
not satisfied the applicable standard of conduct.

By-law 52. Non-exclusivity of Rights. The right to indemnification and advance
of expenses provided by or granted pursuant to part 6 of these By-laws will not
exclude or be exclusive of any other rights to which any person may be entitled
under the Certificate of Incorporation of the Corporation, these Bylaws, any
agreement, vote of shareholders, or otherwise; provided, however, that no
indemnification will be made to or on behalf of such person if a judgment or
other final adjudication adverse to such person establishes that such person has
not satisfied the applicable standard of conduct required to be satisfied under
the Delaware General Corporation Law.


                                                                         Page 11


By-law 53. Insurance. The Corporation may purchase and maintain insurance on
behalf of any director, officer, employee, or agent of the Corporation, or of
another corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, against any expenses incurred in any proceeding and against
any liabilities asserted against him or her by reason of such person's being or
having been such a director, officer, employee, or agent, whether or not the
Corporation would have the power to indemnify such person against such expenses
and liabilities under the provisions of Part 6 of these By-laws or otherwise.

                                     Part 7

                           Shares and Share Transfers

By-law 54. Share Certificates. Every holder of shares of the Corporation will be
entitled to have a certificate, signed by the President or a Vice president and
either the Treasurer or the Secretary, certifying the number of shares owned by
him or her in the Corporation. In case any officer of the Corporation who has
signed any such certificate will cease to be such officer, for whatever cause,
before the certificate will have been delivered by the Corporation, the
certificate will be deemed to have been adopted by the Corporation, unless the
Board of Directors will otherwise determine prior to the issuance and delivery
thereof, and may be issued and delivered as though the person who signed it had
not ceased to be such officer of the Corporation. Certificates representing
shares of the Corporation will be in such form as will be approved by the Board
of Directors. There will be entered upon the share record books of the
Corporation, at the time of issuance of each share, the number of the
certificate issued, the name and address of the person owning the shares
represented thereby, the number of shares, and the date of issuance thereof.
Every certificate exchanged or returned to the Corporation will be marked
"cancelled" with the date of cancellation.

By-law 55. Share Record Books. The share record books and the blank share
certificate books will be kept by the Secretary, or by any officer or agent
designated by the Board of Directors.

By-law 56. Addresses of Shareholders. Each shareholder will designate to the
Secretary of the Corporation an address at which notices of meetings and all
other corporate notices may be served, delivered, or mailed to such shareholder
and, if any shareholder will fail to designate such address, all corporate
notices (whether served or delivered by the Secretary, another shareholder, or
any other person) may be served upon such shareholder by mail directed to him or
her at his or her last known post office address.

By-law 57. Transfers of Shares. The holder or record will make transfers of
shares of the Corporation on the books of the Corporation thereof or by his or
her attorney thereunto duly authorized by a power of attorney duly executed in
writing and filed with the Secretary and on surrender of the certificate or
certificates representing such shares. The Corporation will be entitled to treat
the holder of record of any shares as the absolute owner thereof for all
purposes and, accordingly, will not be obligated to recognize any legal,
equitable, or other claim to or interest in such shares on the part of any other
person, whether or not it or they will have express or other notice thereof,
except as otherwise expressly provided by statute; provided, however, that
whenever any transfer of shares will be made for collateral or security and not
absolutely and written notice thereof will be given to the Secretary, such fact
will be expressed in the entry of the transfer. Notwithstanding anything to the
contrary contained in these Bylaws, the Corporation will not be required or
permitted to make any transfer of shares of the Corporation that, if made, would
violate the provisions of any agreement restricting the transfer of shares of
the Corporation to which the Corporation will be a party; provided, however,
that the restriction upon the transfer of the shares represented by any share
certificate will be set forth or referred to upon the certificate. If the
Corporation is not a reporting corporation with its shares listed for trading
then no shares can be transferred without the consent of the directors expressed
by a resolution of the board of directors. The board of directors will not be
required to give any reason for refusing to consent to any such proposed
transfer.

By-law 58. Regulations. Subject to the provisions of Part 7 of these By-laws,
the Board of Directors may make such rules and regulations as it may deem
expedient concerning the issuance, transfer, and registration of certificates
for shares of the Corporation.

By-law 59. Lost, Destroyed, and Mutilated Certificates. The holder of any shares
will immediately notify the Corporation of any loss, destruction, or mutilation
of the certificate therefor and the Board of Directors, in its discretion, may
cause to be issued to him or her a new certificate or certificates upon
surrender of the mutilated certificate or, in case of loss or destruction of the
certificate, upon satisfactory proof of such loss or destruction. The Board of
Directors, in its discretion, may require the owner of the lost or destroyed
certificate or his or her legal representative to give the Corporation a bond,
in such amount (not exceeding twice the value of such shares) and with such
surety or sureties as it may direct, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss or destruction
of any such certificate.


                                                                         Page 12


By-law 60. Fixing of Record Dates. The Board of Directors will have the power to
fix in advance a date, not more than 60 days nor less than 10 days, preceding
the date of any meeting of shareholders, the date for the payment of any
dividend or allotment of any right, the date when any change, conversion, or
exchange of shares will go into effect, or for the purpose of any other action,
as a record date for the determination of the shareholders entitled to notice of
and to vote at any such meeting, entitled to receive payment of any such
dividend or allotment of any right, entitled to exercise the rights in respect
to any such change, conversion, or exchange of shares, or entitled to
participate in or be entitled to the benefit of any such other action. Whenever
a record date has been so fixed, only shareholders of record on such date will
be entitled to notice of and to vote at such meeting, to receive payment of any
such dividend or allotment of any right, to exercise such rights in respect to
any such change, conversion, or exchange of shares, or to participate in or be
entitled to the benefit of any such other action.

By-law 61. Refusal to Register Transfer. The Corporation will not register any
transfer of securities issued by the Corporation in any transaction that
qualifies for the exemption from registration requirements specified by the
provisions of Regulation S, unless such transfer is made in accordance with the
provisions of Regulation S.

                                     Part 8

                                    Dividends

By-law 62. Dividends. Subject to any restrictions imposed by statute, the Board
of Directors from time to time, in its discretion, may fix and vary the amount
of the working capital of the Corporation and determine what, if any, dividends
will be declared and paid to the shareholders out of the surplus of the
Corporation. The Board of Directors, in its discretion, may use and apply any
surplus in purchasing or acquiring any of the shares of the Corporation in
accordance with law or any of its bonds, debentures, or other obligations, or
from time to time may set aside from such surplus such amount or amounts as it,
in its absolute discretion, may deem proper as a reserve fund to meet
contingencies or for equalizing dividends, for the purpose of maintaining or
increasing the property or business of the Corporation, or for any other
purposes it may deem consistent with the best interest of the Corporation. All
such surplus, until actually declared in dividends or used and applied as
aforesaid, will be deemed to be so set aside by the Board of Directors for one
or more of said purposes.

                                     Part 9

                                 Corporate Seal

By-law 63. Corporate Seal. The Corporation may have a corporate seal which will
be in circular form, will bear the name of the Corporation and the words and
figures denoting its organization under the laws of the State of Delaware and
the year thereof and otherwise will be in such form as will be approved from
time to time by the Board of Directors.

                                     Part 10

                                   Fiscal Year

By-law 64. Determination of Fiscal Year. The fiscal year of the Corporation will
be fixed by resolution of the Board of Directors.

                                     Part 11

                                   Accountants

By-law 65. Designation of Accountants. The Board of Directors of the Corporation
from time to time will designate the independent accountants of the Corporation.


                                                                         Page 13


                                     Part 12

                                   Amendments

By-law 66. Amendments. All By-laws of the Corporation will be subject to
amendment, alteration, or repeal, and new Bylaws not inconsistent with any
provision of the Certificate of Incorporation of the Corporation or any
provision of law may be made, by the shareholders or by the Board of Directors,
except as otherwise expressly required by statute. Any Bylaw adopted, amended,
or repealed by the shareholders may be amended or repealed by the Board of
Directors, unless the resolution of the shareholders adopting such Bylaw
expressly reserves the right to amend or repeal it only to the shareholders.

                                     Part 13

                                Force and Effect

By-law 67. Amendments. These Bylaws are subject to the provisions of the
Delaware General Corporation Law and the Certificate of Incorporation, as the
same may be amended from time to time. If any provision in these Bylaws is
inconsistent with an express provision of either of the Delaware General
Corporation Law or the Certificate of Incorporation, the provision of the
Delaware General Corporation Law or the Certificate of Incorporation, as the
case may be, will govern, prevail and control the extent of such inconsistency.



Approved and adopted on April 8, 2004


                          CERTIFICATE OF THE SECRETARY

I, Simon Levin, certify that I am the secretary of Levin Textiles International
Inc. and that the foregoing By-laws consisting of 1 pages constitute full, true
and correct code of By-laws of this Corporation as duly adopted at a regular
meeting of the Board of Directors of the Corporation held on July 7, 2004.


July 7, 2004



/s/ SIMON LEVIN
-----------------------
Simon Levin - Secretary