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                                                                    EXHIBIT 10.9
                             PMD GROUP HOLDINGS INC.

                                STOCK OPTION PLAN

                                    ARTICLE 1

                                     GENERAL

            1.1   PURPOSE. The purpose of this PMD Group Holdings Inc. Stock
Option Plan (the "Plan") is to provide for certain key employees, consultants
and/or directors of PMD Group Holdings Inc., a Delaware corporation (the
"Company"), and its subsidiaries and affiliates, an incentive (i) to join and/or
remain in the service of the Company and its subsidiaries and affiliates, (ii)
to maintain and enhance the long-term performance and profitability of the
Company and its subsidiaries and affiliates and (iii) to acquire a proprietary
interest in the success of the Company and its subsidiaries and affiliates.

            1.2   DEFINITION OF CERTAIN TERMS.

                  (a) "Agreement" means an agreement issued pursuant to Section
2.1.

                  (b) "Board" means the Board of Directors of the Company.

                  (c) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (d) "Committee" means the Committee appointed to administer
the Plan in accordance with Section 1.3.

                  (e) "Company" means PMD Group Holdings Inc., a Delaware
corporation.

                  (f) "Common Stock" means the shares of common stock, $.01 par
value, of the Company and any other shares into which such common stock shall
thereafter be



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exchanged by reason of a recapitalization, merger, consolidation, split-up,
combination, exchange of shares or the like.

                  (g) "IPO" means an initial underwritten public offering of the
Common Stock registered under the Securities Act of 1933, as amended, whether
for the sale of shares of Common Stock by the Company or by shareholders.

                  (h) "Optionee" means an employee, consultant and/or director
of the Company or any of its subsidiaries or affiliates who has been awarded any
Option under this Plan.

                  (i) "Option" means a "nonqualified" stock option, as described
in Section 1.5, granted under the Plan.

                  (j) "Plan" means this PMD Group Holdings Inc. Stock Option
Plan.

                  (k) "Termination With Cause," with respect to any Optionee,
means, unless otherwise set forth in an Option Agreement or an employment or
similar agreement between the Company and an Optionee, termination by the
Company or any of its subsidiaries or affiliates of such Optionee's employment
for: (i) misappropriation of any significant monies or significant assets or
properties of the Company or any subsidiary, (ii) commission of a felony or a
crime involving moral turpitude, (iii) substantial and repeated failure to
comply with directions of the Chief Executive Officer of the Company or other
superior of the Optionee or the Board of Directors of the Company or any of its
subsidiaries or affiliates, (iv) gross negligence or willful misconduct, (v)
chronic alcoholism or drug addiction together with Optionee's refusal to
cooperate with or participate in counseling and/or treatment of same or (vi) any
willful action or inaction of the Optionee which, in the reasonable opinion of
the Board, constitutes dereliction (willful neglect or willful abandonment of
assigned duties), or a material breach of Company or subsidiary policy or rules
which, if susceptible to cure, is not cured by the Optionee within five (5) days
following the Optionee's receipt of written notice from the Company advising the


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Optionee with reasonable specificity as to the action or inaction viewed by the
Company or subsidiary to be dereliction or a material breach of Company or
subsidiary policy or rules.

            1.3   ADMINISTRATION.

                  (a) Subject to Section 1.3(e), the Plan shall be administered
by a committee of the Board which shall consist of at least two directors and
which shall have the power of the Board to authorize awards under the Plan. The
members of the Committee shall be appointed by, and may be changed from time to
time in the discretion of, the Board.

                  (b) The Committee shall have the authority (i) to exercise all
of the powers granted to it under the Plan, (ii) to construe, interpret and
implement the Plan and any Agreement executed pursuant to Section 2.1 in
accordance with the terms thereof, (iii) to prescribe, amend and rescind rules
and regulations relating to the Plan, (iv) to make all determinations necessary
or advisable in administering the Plan, (v) to correct any defect, supply any
omission and reconcile any inconsistency in the Plan, and (vi) to grant Options
on such terms, not inconsistent with the Plan, as it shall determine.

                  (c) The determination of the Committee on all matters relating
to the Plan or any Agreement shall be conclusive.

                  (d) No member of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any award
thereunder.

                  (e) Notwithstanding anything to the contrary contained herein:
(i) until the Board shall appoint the members of the Committee, the Plan shall
be administered by the Board; and (ii) the Board may, in its sole discretion, at
any time and from time to time, resolve to administer the Plan. In either of the
foregoing events, the term "Committee" as used herein shall be deemed to mean
the Board.

            1.4   PERSONS ELIGIBLE FOR AWARDS. Awards under the Plan may be made
from time to time to such key employees, consultants and/or directors of the
Company or its subsidiaries and/or affiliates as the Committee shall in its sole
discretion select.


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            1.5   TYPES OF AWARDS UNDER THE PLAN. Awards may be made under the
Plan in the form of stock options, which shall be "nonqualified" stock options
subject to the provisions of section 83 of the Code, all as more fully set forth
in Article 2.

            1.6   SHARES AVAILABLE FOR AWARDS.

                  (a) Subject to Section 3.4 (relating to adjustments upon
changes in capitalization), the maximum number of shares of Common Stock with
respect to which Options may be awarded under the Plan shall be equal to 394,444
shares. Shares of Common Stock covered by Options granted under the Plan which
expire or terminate for any reason shall again become available for award under
the Plan.

                  (b) Shares that are issued upon the exercise of Options
awarded under the Plan shall be authorized and unissued or treasury shares of
Common Stock.

                  (c) Without limiting the generality of the preceding
provisions of this Section 1.6, the Committee may, but solely with the
Optionee's consent, agree to cancel any award of Options under the Plan and
issue new Options in substitution therefor, provided that the Options as so
substituted shall satisfy all of the requirements of the Plan as of the date
such new Options are awarded.


                                    ARTICLE 2

                                  STOCK OPTIONS


            2.1   AGREEMENTS EVIDENCING STOCK OPTIONS.

                  (a) Options awarded under the Plan shall be evidenced by
Agreements which shall not be inconsistent with the terms and provisions of the
Plan, and which shall contain such provisions as the Committee may in its sole
discretion deem necessary or desirable. Without limiting the generality of the
foregoing, the Committee may in any Agreement impose such restrictions or
conditions upon the exercise of an Option or upon the sale or other disposition
of the shares of Common Stock issuable upon exercise of an Option as the


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Committee may in its sole discretion determine. By accepting an award pursuant
to the Plan each Optionee shall thereby agree that each such award and shares of
Common Stock acquired upon exercise of an Option shall be subject to all of the
terms and provisions of the Plan, including, but not limited to, the provisions
of Section 1.3(d).

                  (b) Each Agreement shall set forth the number of shares of
Common Stock subject to the Option granted thereby.

                  (c) Each Agreement relating to Options shall set forth the
amount payable by the Optionee to the Company upon exercise of the Option
evidenced thereby. Unless otherwise determined by the Committee, the Option
exercise price per share of Common Stock shall be not less than the fair market
value of the Common Stock on the date of grant, adjusted as determined by the
Committee to reflect changes in capitalization as contemplated by Section 3.4.

            2.2   TERM OF OPTIONS.

                  Each Agreement shall set forth the period during which the
Option evidenced thereby shall be exercisable, whether in whole or in part, such
periods to be determined by the Committee in its discretion.

            2.3   EXERCISE OF OPTIONS. Subject to the provisions of this Article
2, each Option granted under the Plan shall be exercisable as follows:

                  (a) An Option shall become exercisable at such times and
subject to such conditions as the applicable Agreement may provide or as
subsequently determined by the Committee.

                  (b) Unless the applicable Agreement otherwise provides, an
Option granted under the Plan may be exercised from time to time as to all or
part of the shares as to which such Option shall then be exercisable.

                  (c) An Option shall be exercisable by the filing of a written
notice of exercise with the Company, on such form and in such manner as the
Committee shall in its sole discretion prescribe.


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                  (d) Unless the applicable Agreement otherwise provides, any
written notice of exercise of an Option shall be accompanied by payment of the
exercise price for the shares being purchased. Such payment shall be made by
certified or official bank check payable to the Company (or the equivalent
thereof as may be set forth in an Agreement or as may be acceptable to the
Committee). Subject to Section 3.10 of the Plan, as soon as practicable after
receipt of such payment and the satisfaction of the withholding taxes referred
to in Section 3.3, the Company shall deliver to the Optionee a certificate or
certificates for the shares of Common Stock so purchased.

            2.4   TERMINATION OF OPTIONS.

                  (a) Notwithstanding anything to the contrary in this Plan,
except as the Agreement or the Committee may otherwise provide or as set forth
in Section 2.4(b) or Section 2.4(d), Options granted to an Optionee (and already
vested but not yet exercised) shall terminate on the date which is forty-five
(45) days after termination of his employment with the Company for any reason
(other than by reason of death or disability in which case the Options shall
terminate on the date which is one hundred eighty (180) days after the date of
such termination).

                  (b) Notwithstanding anything to the contrary in this Plan,
unless otherwise determined by the Committee or as set forth in an Agreement,
all Options granted to an Optionee (whether vested or unvested) shall
immediately expire and cease to be exercisable and all rights granted to an
Optionee under this Plan and such Optionee's Agreement shall immediately expire
in the event of a Termination With Cause of the Optionee by the Company at any
time.

                  (c) Unless the applicable Agreement expressly provides
otherwise, Options awarded to Optionees under the terms of the Plan will be
exercisable only in accordance with the following vesting schedule:


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<TABLE>
<CAPTION>

                                                            Cumulative
                                                           Percentage of
                   Applicable Date                         Total Shares
                   ---------------                         -------------
             <S>                                             <C>

             On the first anniversary of the date of
             the Agreement                                    20%
             On the second anniversary of the date of
             the Agreement                                    40%
             On the third anniversary of the date of
             the Agreement                                    60%
             On the fourth anniversary of the date of
             the Agreement                                    80%
             On the fifth anniversary of the date of
             the Agreement                                   100%
</TABLE>


The Committee may modify this vesting schedule in any manner that it deems
appropriate in any Agreement or otherwise, and may provide different vesting
schedules in different Agreements in its sole discretion. Except as the
Committee may otherwise provide or as otherwise set forth in an Agreement, in
the event that Optionee's employment with the Company is terminated for any
reason prior to the date on which the Optionee's right to exercise the Options
has fully vested pursuant to this Section 2.4(c), the unvested portion of the
Options will immediately cease to be exercisable. The Committee may accelerate
the vesting of any Options at any time.

                  (d) Unless otherwise set forth in an Agreement or as
determined by the Committee, in the event that an Optionee's employment with the
Company is terminated for any reason (including, but not limited to, death or
disability), if at the time of such termination the Common Stock is not publicly
traded on a national securities exchange or over-the-counter market, the Company
shall have the right, at its election, on giving ten days written notice to such
Optionee to repurchase any and all shares of Common Stock acquired upon exercise
of Options owned at the time of such termination by such Optionee, as well as
any and all shares of Common Stock acquired upon exercise of Options owned by
such Optionee at the time of such termination which are, or in connection with
such termination become, vested. Such repurchase right may be exercised by the
Company at any time after the shares of Common Stock have been owned of record
by the Optionee for at least six months. The purchase price payable by the
Company to the Optionee on exercise of its right to repurchase will be: (A) in
the event such


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termination is a Termination With Cause, the lesser of the fair market value of
the Common Stock which is being repurchased, determined as of the date of the
repurchase, or the price paid by the Optionee; or (B) in the event such
termination is by such Optionee or by the Company without Cause or by reason of
death or disability, the fair market value of the Common Stock held by the
Optionee which is being repurchased, determined as of the date of the
repurchase. The fair market value will be determined by the Board in its
absolute discretion, unless otherwise expressly set forth in the applicable
Agreement.

                  (e) Unless otherwise set forth in an Agreement or as
determined by the Committee, in the event of a Non-Control Transaction (as
hereinafter defined), (A) all outstanding Options shall remain outstanding and
subject to the terms and conditions of the Plan and the related Agreements,
including the vesting schedule contained in Section 2.4(c), and (B) each
Optionee shall be entitled to receive in respect of each share of Common Stock
subject to the Option, upon exercise of such Option after the vesting thereof,
the same amount and kind of stock, securities, cash, property or other
consideration that each holder of a share of Common Stock was entitled to
receive in the Non-Control Transaction in respect of a share. Unless otherwise
set forth in an Agreement or as determined by the Committee, in the event of a
Transaction (as hereinafter defined), 50% of the outstanding Options that have
not then vested ("Outstanding Unvested Options") held by each Optionee then
actively employed by the Company or any of its subsidiaries or affiliates shall
immediately vest on the date of consummation of the Transaction (the
"Transaction Date"). Any remaining Outstanding Unvested Options held by an
Optionee shall immediately vest upon: (i) the first anniversary of the
Transaction Date, if the Optionee is actively employed by the Company or any of
its subsidiaries or affiliates on such first anniversary, or (ii) the date of
termination of the Optionee's employment, if the Optionee's employment is
involuntarily terminated (other than a Termination With Cause) between the
Transaction Date and the first anniversary thereof. For purposes of the
preceding sentence, an Optionee's employment shall be deemed to have been
involuntarily


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terminated if the Optionee voluntarily terminates his or her employment promptly
following a material reduction in such Optionee's (i) duties, title, or
responsibilities or (ii) base salary, in either case from that in effect
immediately prior to the Transaction; provided, that for the avoidance of doubt,
a change in title, duties or responsibilities that is inherent in the fact of
the occurrence of the Transaction, such as a change in title or reporting
responsibilities that merely reflects that the Company is owned by another
entity, will not by itself be deemed a material reduction for purposes of this
sentence.

                  Notwithstanding the foregoing, in the event of a Transaction
or a Non-Control Transaction, outstanding Options may, in the Company's sole
discretion and without the consent of the Optionee, be converted into or
exchanged for substantially equivalent options to purchase shares of the
surviving corporation. In addition, as of the Transaction Date, the Company
shall also have the right to cancel any or all Options which have not been
exercised as of the Transaction Date, subject to the payment of the purchase
price described below. The purchase price payable by the Company to the Optionee
upon the cancellation of each unexercised Option will be the aggregate fair
market value of the Common Stock underlying each such Option determined as of
the Transaction Date less the aggregate exercise price of each such Option. The
fair market value will be determined in good faith by the Board based on the
value being paid to or received by the holders of Common Stock in such
Transaction for their shares of Common Stock.

                  Unless otherwise provided in an Agreement or as determined by
the Committee, "Transaction" means (i) the approval by partners or stockholders
of the liquidation or dissolution of the Company, (ii) a sale or other
disposition of 51% or more of the outstanding interests or voting stock,
respectively, of the Company, (iii) the merger or consolidation of the Company
with or into any entity, or (iv) a sale or other disposition of substantially
all of the assets of the Company; provided, however, that the term "Transaction"
shall exclude each transaction which is a "Non-Control Transaction." Unless
otherwise provided in an Agreement


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or as determined by the Committee, the term "Non-Control Transaction" means (i)
any transaction following which either (A) AEA Investors Inc. ("AEA") and/or its
affiliates, participants, investors and/or employees (collectively, "AEA
Entities"), or (B) DLJMB Funding III, Inc. ("DLJMB") and/or its affiliates,
participants, investors, related investment funds and/or employees
(collectively, "DLJMB Entities"), have not suffered a material reduction in
percentage voting ownership from that in effect as of February 28, 2001 of the
Company or any successor thereto (disregarding any reduction due to the grant or
exercise of any Options or other stock-based compensatory awards to employees,
consultants or directors of the Company or any of its affiliates); (ii) there
is, after the transaction, no other person or group who owns a greater
percentage of voting control over the purchasing or surviving entity than the
AEA Entities or DLJMB Entities; provided that, for purposes of this clause, any
transferee of substantially all of the interests in the Company held by either
the AEA Entities or the DLJMB Entities shall itself be considered to be an AEA
Entity or DLJMB Entity, as applicable; but provided further, that the foregoing
proviso shall be applied only as to one of either the AEA Entities or DLJMB
Entities, so that, for example, if any person acquires substantially all the
interests in the Company held by AEA Entities, and any person subsequently
acquires substantially all the interests in the Company held by the DLJMB
Entities, such subsequent person shall not be deemed to be a DLJMB Entity for
purposes of this clause; (iii) a merger or consolidation following which those
persons who owned directly or indirectly a majority of the outstanding interests
or shares of voting stock of PMD Investors I LP and PMD Investors II LP
(collectively "PMD") and DLJMB and/or the Company immediately prior to such
merger or consolidation will own directly or indirectly a majority of the
outstanding interests or shares of voting stock of the surviving corporation;
(iv) a sale or other disposition of interests or capital stock, respectively, of
the Company following which those persons who owned directly or indirectly a
majority of the outstanding interests or shares of voting stock immediately
prior to such sale will own directly or indirectly a majority of the outstanding
interests or shares of voting stock of the purchasing


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entity; (v) a sale or other disposition of substantially all of the assets of
the Company to an AEA Entity, a DLJMB Entity or an affiliate of the Company;
(vi) an IPO of the Company or (vii) any transaction following which any of the
following, alone or in combination, constitute a majority of the directors of
the Board or have a right to elect a majority of the Board: PMD, DLJMB, an AEA
Entity, DLJMB Entity or any officers, directors, employees, participants,
shareholders or agents of an AEA Entity or DLJMB Entity or partners of PMD or a
DLJMB Entity.


                                    ARTICLE 3

                                  MISCELLANEOUS


            3.1   AMENDMENT OF THE PLAN; MODIFICATION OF AWARDS.

                  (a) The Board may, without stockholder  approval,  from time
to time suspend or discontinue the Plan or revise or amend it in any respect
whatsoever, except that no such suspension, discontinuance, revision or
amendment shall adversely alter or impair any rights or obligations under any
award theretofore made under the Plan without the consent of the person to whom
such award was made.

                  (b) With the consent of the Optionee and subject to the terms
and conditions of the Plan (including Section 3.1(a)), the Committee may amend
outstanding Agreements with such Optionee, for example, to (i) accelerate the
time or times at which an Option may be exercised or (ii) extend the scheduled
expiration date of the Option.

            3.2   NONASSIGNABILITY. Unless otherwise provided in an Agreement or
as determined by the Committee, no right granted to any Optionee under the Plan
or under any Agreement shall be assignable or transferable other than by will or
by the laws of descent and distribution. Unless otherwise determined by the
Committee, during the life of the Optionee, all rights granted to the Optionee
under the Plan or under any Agreement shall be exercisable only by him.


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            3.3   WITHHOLDING OF TAXES. The Company shall be entitled to
withhold an amount sufficient to satisfy any federal, state and other
governmental tax requirements related to an Option. Whenever, under the Plan,
shares of Common Stock are to be delivered upon exercise of an Option, the
Company shall be entitled to require as a condition of delivery that the
Optionee remit an amount sufficient to satisfy all federal, state and other
governmental tax withholding requirements related thereto, which may, in the
sole discretion of the Committee, include delivery or withholding of shares of
Common Stock.

            3.4   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Except as
otherwise provided in an Agreement, if and to the extent specified by the
Committee, the exercise price for Options and the number of shares of Common
Stock or other property which may be issued pursuant to the exercise of Options
granted under the Plan shall be automatically adjusted to reflect any stock
splits, reverse stock splits or dividends paid in the form of Common Stock and
equitably adjusted as determined by the Committee to be appropriate and
reasonable for any other increase or decrease in the number of issued shares of
Common Stock resulting from the subdivision or combination of shares of Common
Stock or other capital adjustments, or the payment of any other stock dividend
or other extraordinary dividend after the effective date of this Plan, or other
increase or decrease in the number of such shares of Common Stock or any
substantial sale of the assets of the Company; provided, however, that, unless
otherwise determined by the Committee, any Options to purchase fractional shares
of Common Stock resulting from any such adjustment shall be eliminated.
Adjustments under this Section 3.4 shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.

            3.5   RIGHT OF DISCHARGE RESERVED. Nothing in this Plan or in any
Agreement shall confer upon any employee or other person the right to continue
in the employment or service of the Company or any of its subsidiaries or
affiliates or affect any right which the


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Company or any of its subsidiaries or affiliates may have to terminate the
employment or service of such employee or other person.

            3.6   NO RIGHTS AS A STOCKHOLDER. No Optionee or other person
holding an Option shall have any of the rights of a stockholder of the Company
with respect to shares subject to an Option until the issuance of a stock
certificate to him for such shares. Except as otherwise provided in Section 3.4,
no adjustment shall be made for dividends, distributions or other rights
(whether ordinary or extraordinary, and whether in cash, securities or other
property) for which the record date is prior to the date such stock certificate
is issued.

            3.7   NATURE OF PAYMENTS.

                  (a) Any and all payments of shares of Common Stock or cash
hereunder shall be granted, transferred or paid in consideration of services
performed by the Optionee for the Company or any of its subsidiaries or
affiliates.

                  (b) All such grants, issuances and payments shall constitute a
special incentive payment to the Optionee and shall not, unless otherwise
determined by the Committee, be taken into account in computing the amount of
salary or compensation of the Optionee for the purposes of determining any
pension, retirement, death or other benefits under (i) any pension, retirement,
life insurance or other benefit plan of the Company or any of its subsidiaries
or affiliates or (ii) any agreement between the Company or any of its
subsidiaries or affiliates and the Optionee.

            3.8   NON-UNIFORM DETERMINATIONS. The Committee's determinations
under the Plan need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, awards under the Plan (whether
or not such persons are similarly situated). Without limiting the generality of
the foregoing, the Committee shall be entitled. among other things, to make
non-uniform and selective determinations, and to enter into non-uniform and
selective Agreements, as to (i) the persons to receive awards under the Plan,
(ii) the terms and


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provisions of awards under the Plan, and (iii) the treatment of awards under the
Plan pursuant to Section 3.4.

            3.9   OTHER PAYMENTS OR AWARDS. Nothing contained in the Plan shall
be deemed in any way to limit or restrict the Company or any of its subsidiaries
or affiliates or the Committee from making any award or payment to any person
under any other plan, arrangement or understanding, whether now existing or
hereafter in effect.

            3.10  RESTRICTIONS.

                  (a) If the Committee shall at any time determine that any
Consent (as hereinafter defined) is necessary or desirable as a condition of, or
in connection with, the granting of any award under the Plan, the issuance or
purchase of shares or the exercise of other rights hereunder or the taking of
any other action hereunder (each such action being hereinafter referred to as a
"Plan Action"), then such Plan Action shall not be taken, in whole or in part,
unless and until such Consent shall have been effected or obtained to the full
satisfaction of the Committee. Without limiting the generality of the foregoing,
if (i) the Committee is entitled under the Plan to make any payment in cash,
Common Stock or both, and (ii) the Committee determines that a Consent is
necessary or desirable as a condition of, or in connection with, payment in any
one or more of such forms, the Committee shall be entitled to determine not to
make any payment whatsoever until such Consent shall have been obtained in the
manner aforesaid. In such event, the Committee will use reasonable efforts to
obtain such Consent.

                  (b) The term "Consent" as used herein with respect to any Plan
Action means (i) any and all listings, registrations, qualifications or similar
requirements in respect thereof upon any securities exchange or under any
federal, state or local law, rule or regulation, (ii) any and all written
agreements and representations by the grantee with respect to the disposition of
shares, or with respect to any other matter, which the Committee shall deem
necessary or desirable to comply with the terms of any such listing,
registration, qualification or similar requirement or to obtain an exemption
from the requirement that any such listing,


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qualification or registration be made and (iii) any and all consents, clearances
and approvals in respect of a Plan Action by any governmental or other
regulatory bodies.

            3.11  SECTION HEADINGS.  The section headings contained herein are
for the purposes of  convenience  only and are not intended to define or limit
the contents of said sections.

            3.12  EFFECTIVE DATE AND TERM OF PLAN.

                  (a) This Plan shall be deemed adopted and become effective
upon the approval thereof by the Board.

                  (b) Subject to Section 3.1(a) hereof, the Plan shall terminate
10 years after the date on which it becomes effective, and no awards shall
thereafter be made under the Plan. Notwithstanding the foregoing, all awards
made under the Plan prior to the date on which the Plan terminates shall remain
in effect until such awards have been satisfied or terminated in accordance with
the terms and provisions of the Plan.


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