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                                                                    EXHIBIT 10.6


                       UNITED DOMINION INDUSTRIES LIMITED

                  1999 STOCK OPTION AND RESTRICTED STOCK PLAN

                                   ARTICLE I

                                    PURPOSE

     The purpose of the United Dominion Industries Limited 1999 Stock Option and
Restricted Stock Plan (the "Plan") is to stimulate the interest and efforts of,
and to retain in service, employees, officers and directors; to provide a
facility that would make it easier for members of the UDI Group (as hereinafter
defined) to attract employees, officers and directors; and to enable such
employees to participate in the long-term growth and financial success of United
Dominion Industries Limited.

                                   ARTICLE II

                                  DEFINITIONS

     2.1 "Award" shall mean a grant of a Stock Option, Limited Stock
Appreciation Right or Restricted Stock Award under the Plan.

     2.2 "Beneficiary" shall mean a person or persons designated by a
Participant to succeed to, in the event of death, any outstanding Award held by
the Participant. Any Participant may, subject to such limitations as may be
prescribed by the Committee, designate one or more persons primarily or
contingently as beneficiaries in writing by notice delivered to the Corporation,
and may revoke such designations in writing. If a Participant fails effectively
to designate a beneficiary, then the Participant's estate shall be the
Participant's beneficiary.

     2.3  "Board" shall mean the Board of Directors of the Corporation.

     2.4  "Code" shall mean the United States Internal Revenue Code of 1986, as
amended.

     2.5  "Committee" shall mean the Board's Compensation and Human Resources
Committee, as appointed from time to time by the Board, so long as each of the
voting members of the Committee is not an "insider" or a "related" director, as
such terms are defined and interpreted by The Toronto Stock Exchange. Otherwise,
"Committee" shall mean the outside, "unrelated" directors, as such term is
interpreted by The Toronto Stock Exchange, who serve on the Board's Compensation
and Human Resources Committee. The Committee shall be responsible for
administering the Plan in accordance with Article III of the Plan.

     2.6  "Common Shares" shall mean the common shares (without par value) in
the capital of the Corporation.

     2.7  "Corporation" shall mean United Dominion Industries Limited, or any
successor corporation.

     2.8  "Disability" shall mean a condition resulting from an injury or
sickness that renders the Participant unable to perform any occupation for which
the Participant is qualified or may reasonably become qualified by reason of
education, training or experience, whether or not a job involving such
occupation is available within a member of the UDI Group.

     2.9 "Employee" shall mean an individual employed by any member of the UDI
Group who is, in the judgment of the Board, of special value to such member.

     2.10 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, or any successor statute.

     2.11 "Fair Market Value" of a share on a specified date shall mean the
average of the daily high and low board lot trading prices for such share on The
Toronto Stock Exchange on the most recent day prior to the grant date in which
Shares were traded on The Toronto Stock Exchange, or if no trade occurred on any
one of the preceding ten (10) trading days on such exchange, then on the New
York Stock Exchange, or if no trade occurred on any one of the preceding 10 days
on either the Toronto or New York exchanges, then on the Montreal Exchange, or
if no trade occurred on any one of the preceding 10 days

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on any of the aforesaid exchanges, then on such other securities exchange or
market (including, without limitation, the automated quotation system of the
National Association of Securities Dealers, Inc. or the Canadian Dealing Network
System) on which such shares are listed or admitted for trading as may be
selected for such purpose by the Board with the consent of The Toronto Stock
Exchange. If Fair Market Value is determined in U.S. dollars, such Fair Market
Value shall be restated in Canadian dollars based upon the noon buying rate in
New York City for cable transfers of Canadian dollars payable in U.S. dollars as
certified for custom's purposes by the Federal Reserve Bank of New York on the
date an Award is granted.

     2.12 "Incentive Stock Option" shall mean any Stock Option granted pursuant
to the Plan that is intended to be and is specifically designated as an
"Incentive Stock Option" within the meaning of Section 422 of the Code.

     2.13 "Limited Stock Appreciation Right" or "Limited Right" shall mean an
Award granted in connection with the grant of a Stock Option pursuant to the
provisions of Section 6.1 of the Plan.

     2.14 "Non-Qualified Stock Option" shall mean any Stock Option granted
pursuant to the provisions of the Plan that is not an Incentive Stock Option, or
is specifically identified as not being an Incentive Stock Option.

     2.15 "Optionee" shall mean a Participant who has received the grant of a
Stock Option.

     2.16 "Participant" shall mean an individual who is eligible to participate
and is granted an Award under the Plan.

     2.17 "Plan" shall mean the United Dominion Industries Limited 1999 Stock
Option and Restricted Stock Plan set forth herein, as amended from time to time.

     2.18 "Restricted Stock Award" shall mean an Award granted pursuant to the
provisions of Section 7.1 of the Plan. "Restricted Stock" means Shares granted
pursuant to Section 7.1 of the Plan. "Restricted Stock Agreement" means the
agreement between the Corporation and the recipient of Restricted Stock that
contains the terms, conditions and restrictions pertaining to such Restricted
Stock.

     2.19 "Retirement" shall mean termination of employment because of normal or
early retirement under the UDI Group's Retirement Plan.

     2.20 "Retirement Plan" shall mean the United Dominion Industries, Inc.
Retirement Plan, as amended or replaced from time to time, or such other similar
retirement plan applicable to an Employee as a result of such Employee's
employment with an entity in the UDI Group that does not participate in such
plan.

     2.21 "Shares" shall mean Common Shares.

     2.22 "Stock Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option granted pursuant to Article V of the Plan. "Stock Option Agreement"
means the agreement between the Corporation and the Optionee that contains the
terms and conditions pertaining to a Stock Option.

     2.23 "UDI Group" shall mean the Corporation and its subsidiary corporations
(as that term is defined under Code Section 424(f)). The companies comprising
such group are hereinafter sometimes referred to collectively as "members of the
UDI Group" and individually as a "member of the UDI Group."

                                  ARTICLE III

                                 ADMINISTRATION

     3.1 Composition of the Committee.  The Plan shall be administrated by the
Committee. The Board may from time to time remove members from, or add members
to, the Committee. Subject to Section 2.5 of the Plan, the Board shall have the
authority to fill vacancies on the Committee, however caused.

     3.2 Actions by the Committee.  The Committee shall hold meetings at such
times and places as it may determine. Acts approved by a majority of the members
of the Committee present at a meeting at

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which a quorum is present, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee.

     3.3 Powers of the Committee.  The Committee shall have the authority to
administer the Plan in its sole discretion, subject, where applicable, to the
requirements of The Toronto Stock Exchange and, when required, to the approval
of the Corporation's shareholders. To this end, the Committee is authorized to
construe and interpret the Plan, to promulgate, amend and rescind rules relating
to the implementation of the Plan and to make all other determinations necessary
or advisable for the administration of the Plan, including, but not limited to,
the recommendation to the Board of individuals who may be granted Awards, the
number of Shares to be subject to each Award, the Award price, if any, the
vesting or duration of Awards, the designation of Stock Options as Incentive
Stock Options or Non-Qualified Stock Options, and any other terms and conditions
of Awards. The Committee may designate persons other than members of the
Committee to carry out its responsibilities and may prescribe such conditions
and limitations as it may deem appropriate. Any determination, decision or
action of the Committee in connection with the construction, interpretation,
administration or application of the Plan shall be final, conclusive and binding
upon all persons participating in the Plan and any person validly claiming under
or through persons participating in the Plan.

     3.4 Compliance with Laws.  The administration of the Plan by the Committee,
including the provisions of Sections 3.1-3.3 above, shall in all respects be
subject to the provisions of the Corporation's Bylaws, as amended from time to
time, and applicable laws, rules and regulations.

                                   ARTICLE IV

                                  ELIGIBILITY

     4.1 Eligibility.  The individuals eligible to be granted Awards under the
Plan are the officers and directors of the Corporation and Employees.
Participants shall include the officers, directors and such Employees as
determined by the Committee, subject to approval or rejection by the Board.

                                   ARTICLE V

                                 STOCK OPTIONS

     5.1 Awards of Stock Options.  Stock Options may be granted to an officer,
director or Employee, either alone or in addition to other Awards granted under
the Plan. The Committee shall from time to time recommend to the Board those
individuals to whom Stock Options should be granted, specifying the number of
Shares that should be placed under the Stock Option to each such individual.
Each Stock Option granted under this Plan shall be one of two types: (i) an
Incentive Stock Option or (ii) a Non-Qualified Stock Option. Participants may be
awarded one or more Incentive Stock Options, Non-Qualified Stock Options, or
both types of Stock Options.

     The Board may (i) accept all or any part of such a recommendation of the
Committee or (ii) refer all or any part thereof back to the Committee for
further consideration and recommendation.

     The grant of every Stock Option hereunder shall be made by written
agreement between the Corporation and the Optionee, the provisions of which
shall conform to the applicable provisions of the Plan and shall otherwise be
satisfactory to the Committee.

     5.2 Incentive Stock Options.  Anything in this Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under this Plan be so exercised, so as to disqualify this Plan under
Section 422 of the Code, or without the consent of the Participant affected, to
disqualify any Incentive Stock Option under Section 422 of the Code. No
Incentive Stock Options may be awarded after December 31, 2008. No Incentive
Stock Options shall be granted to a Participant who is not an Employee.

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     5.3 Terms of Stock Options.  Stock Options granted under this Plan shall be
subject to the following terms and conditions and shall be in such form and
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem desirable:

          (a) Exercise Price.  Each Stock Option shall state the price per
     Share, as determined by the Committee, at which the Stock Option may be
     exercised; provided, however, that the per Share exercise price shall not
     be less than the Fair Market Value of a Share on the date of grant.

          Further provided, in the case of an Incentive Stock Option granted to
     an Employee who owns more than 10% of the total combined voting power of
     all classes of stock of the Corporation, the exercise price per Share shall
     not be less than 110% of the Fair Market Value of a Share on the date of
     grant.

          (b) Option Term.  The term of each Stock Option shall be fixed by the
     Committee, but no Stock Option shall be exercisable more than ten (10)
     years after the date the Stock Option is granted, or no more than five (5)
     years in the case of an Employee who owns more than 10% of the total
     combined voting power of all classes of stock of the Corporation.

          (c) Exercisability and Nontransferability of Stock Options.  Except as
     provided below, no Stock Option may be exercised within one year of grant.
     At the end of one year, one-third of the grant will become exercisable.
     Thereafter, one-third of the grant will become exercisable at the
     conclusion of each of the succeeding two years. Notwithstanding the
     foregoing, an Optionee who is fully vested in the Retirement Plan may
     exercise any of such Optionee's Stock Options upon reaching "retirement
     age" as defined in the Retirement Plan so long as at least six months have
     passed since the date on which such options were granted. Directors of the
     Corporation who are not employees of the Corporation are subject only to
     the six-month vesting requirement set forth below with respect to the
     exercise of Options. The Committee may, in its entire discretion, at the
     time of the granting of Stock Options hereunder, specify another particular
     time period or periods following the date of the grant of the Stock Option
     during which an Optionee may exercise his Stock Options to purchase, may
     designate the number of Shares in respect of which such Optionee may
     exercise his Stock Option to purchase, and may designate the number of
     Shares in respect of which such Optionee may exercise his option during
     each time period; provided, however, in no event may the Committee specify
     a time period or periods following the date of the grant of Stock Options
     that would enable an Optionee to exercise all or part of his Stock Options
     within six months following the date of grant.

          No Stock Option shall be transferable by the Optionee otherwise than
     by will or the laws of descent and distribution. Stock Options shall be
     exercisable during the Optionee's lifetime, only by the Optionee, or his
     guardian, conservator, or other legal representative. An Optionee may elect
     that, upon his death, no right to exercise his option shall be transmitted
     or passed to his executors or other legal representatives. Such election
     must be made by written instrument signed by such Optionee and addressed
     and delivered to the Secretary of the Corporation and may thereafter, in
     like manner, be revoked and again made and revoked at any time and from
     time to time during the lifetime of such Optionee and so long as his Stock
     Option rights have not terminated or been wholly exercised.

          (d) Method of Exercise.  Purchases of Shares by an Optionee shall be
     in lots of not less than 25 Shares, and all Shares must be paid in full at
     the time of their purchase.

          Purchase may be made in cash or, unless prohibited by the Committee at
     the time of the grant, by exchanging Shares owned by the Optionee or by a
     combination of cash and Shares provided that the combined value of cash and
     the Fair Market Value of Shares tendered is equal to the exercise price.

          (e) Death.  If an Optionee's employment is terminated because of his
     death, all Stock Options previously granted will become exercisable and may
     be exercised at any time before their expiration date.

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          (f) Disability.  If an Optionee's employment is terminated because of
     Disability, all Stock Options previously granted will remain exercisable
     according to their original schedule of exercisability and may be exercised
     until their expiration date. Stock Options exercised more than one year
     after employment is terminated because of Disability shall be considered
     Non-Qualified Stock Options.

          (g) Retirement.  If an Optionee's employment is terminated because of
     Retirement, then in the event of Retirement (as defined in the Retirement
     Plan) all Stock Options previously granted to such retiring Optionee will
     become immediately exercisable and may be exercised at any time before
     their expiration date to the extent the Optionee is entitled to do so under
     clause (c) above. Stock Options exercised by a retired Optionee more than
     three months after Retirement shall be considered Non-Qualified Stock
     Options.

          (h) Other Termination of Employment.  If an Optionee's employment is
     terminated for any reason other than death, Disability or Retirement, all
     Stock Options owned by such Optionee shall terminate on the date ninety
     (90) days after the date of the termination of such Optionee's employment;
     provided, however, the Committee may, in its sole and exclusive discretion,
     at any time either before or after the expiration of such ninety (90) day
     period, extend the right to exercise the Stock Options (including Stock
     Options not otherwise exercisable as of the date of such termination of
     employment) beyond such ninety (90) day period. The foregoing sentence
     notwithstanding, in no instance shall this paragraph operate to extend the
     term of any Stock Option.

          (i) Change in Control.  All Stock Options shall become immediately
     exercisable upon a Change in Control (as defined in Section 6.1(g) hereof).

          (j) Directors.  In the event the Optionee is a director of the
     Corporation and not an Employee of the UDI Group at the time of the grant,
     or at any time during the exercise period, Stock Options granted to such
     Optionee may be exercised, to the extent the Optionee is entitled to do so
     under clause (c) above, at any time until their expiration date. Stock
     Options granted to non-Employee directors shall be Non-Qualified Stock
     Options. The aggregate number of Shares subject to Stock Options granted to
     non-Employee directors of the Corporation as a group during any one year
     period shall not exceed 100,000 Shares.

          (k) Buyout and Settlement Provisions.  The Committee may at any time
     offer to buy out a Stock Option previously granted, based on such terms and
     conditions as the Committee shall establish and communicate to the
     Participant at the time that such offer is made.

          (l) Optionee's Shareholder Rights.  An Optionee shall be entitled to
     the rights appertaining to share ownership, such as to dividends and
     voting, only with respect to Shares that have been fully paid for and
     issued to him.

          (m) Exercise of Options.  Stock Options shall be exercised only in
     accordance with the terms and conditions of the Stock Option Agreements
     under which they are respectively granted and shall be exercisable only in
     writing on forms to be provided by the Committee.

          (n) Limitation on Exercise.  To the extent that the Fair Market Value
     of Shares with respect to which Incentive Stock Options (determined without
     regard to this paragraph) are exercisable for the first time by any
     individual during any calendar year exceeds $100,000, such Stock Option
     shall be designated at the time of grant and otherwise be treated as
     Non-Qualified Stock Options.

     5.4 Replacement Options.  As an incentive to encourage stock ownership in
the Corporation on the part of the Optionees, the Committee may, at its
discretion, subject to regulatory approval, authorize replacement Stock Option
grants ("Replacement Options") to Optionees who exercise all or a portion of a
grant by means of tendering Shares acquired not less than six months earlier. If
an Optionee exercised part or all of a Stock Option grant by tendering Shares,
the Committee may grant a Replacement Option grant equal to the number of
tendered Shares. In addition to the foregoing terms of Section 5.3 above, the
Replacement Option shall be subject to the following terms:

          (a) the Optionee agrees to retain ownership of the exercised Shares
     for a period of at least two years; and

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          (b) the exercise price of the Replacement Option will be equal to 100%
     of the Fair Market Value at the time of the granting of the Replacement
     Option; and

          (c) the expiration date of the Replacement Option will be the same as
     the expiration date of the original Stock Option that has been exercised.

                                   ARTICLE VI

                       LIMITED STOCK APPRECIATION RIGHTS

     6.1 Limited Stock Appreciation Rights.

          (a) The Committee shall have the authority to grant Limited Stock
     Appreciation Rights (the "Limited Rights") in connection with the grant of
     Stock Options under this Plan to any Optionee, and such rights may be
     granted either at or after the time of the grant of such Stock Option.

          (b) Limited Rights or any applicable portion thereof granted with
     respect to a given Stock Option shall terminate and no longer be
     exercisable upon the termination of the related Stock Option. Upon the
     exercise of a Stock Option, the related Limited Right shall cease to be
     exercisable to the extent of the Shares with respect to which such Stock
     Option is exercised.

          (c) An Optionee, in accordance with this Article VI, may exercise a
     Limited Right related to a Stock Option by surrendering the applicable
     portion of the related Stock Option. Upon such exercise and surrender, the
     Optionee shall be entitled to receive an amount determined in the manner
     prescribed in this Article VI, and the related Stock Option shall cease to
     be exercisable to the extent that the Shares with respect to which such
     Limited Rights are exercised.

          (d) Limited Rights shall only be exercisable following a Change in
     Control as defined in paragraph (g) of this Article VI, at which time all
     optioned Shares and the related Limited Rights shall become exercisable
     notwithstanding the provisions hereof; Limited Rights may only be exercised
     during the 30-day period following a Change in Control, unless the first
     six months of the term of the Limited Rights have not yet elapsed, in which
     case, the 30-day period will commence at the conclusion of the sixth month.
     (This six-month limitation shall not apply in the event of the Optionee's
     death or Disability.)

          (e) Upon the exercise of a Limited Right related to a Stock Option, an
     Optionee shall be entitled to receive an amount in cash equal in value to
     the excess of the higher of (i) the highest price per share paid in
     connection with the Change in Control, or (ii) the average of the daily
     high and low board lot trading prices for any five day continuous period on
     The Toronto Stock Exchange, such excess to be multiplied by the number of
     Shares in respect to which the Limited Right shall have been exercised.

          (f) Limited Rights shall be subject to such other terms and
     conditions, not inconsistent with the provisions of the Plan, as shall be
     determined from time to time by the Committee.

          (g) A "Change in Control" shall be deemed to have occurred if any of
     the following events occur:

             (i) The acquisition by any person, entity or group (within the
        meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), of
        beneficial ownership (within the meaning of Rule 13d-3 promulgated under
        the Exchange Act) of 30% or more of either the then outstanding voting
        securities entitled to vote generally in the election of directors;

             (ii) A change in the persons constituting the Board as it existed
        in the immediately preceding calendar year (the "Incumbent Board") such
        that the directors of the Incumbent Board no longer constitute a
        majority of the Board; provided that any person becoming a director in a
        subsequent year whose election, or nomination for election, by the
        Corporation's shareholders was approved by a vote of at least a majority
        of the directors then comprising the Incumbent Board (other than an
        election or nomination of an individual whose initial assumption of
        office is in connection with an actual or threatened election contest
        relating to the election of

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        the directors of the Corporation, as such terms are used in Rule 14a-11
        of Regulation 14A promulgated under the Exchange Act) shall be, for
        purposes of the Plan, considered as though such person was a member of
        the Incumbent Board;

             (iii) Approval by the shareholders of the Corporation of a
        reorganization, merger, amalgamation, arrangement or consolidation, in
        each case with respect to which persons who were the shareholders of the
        Corporation immediately prior to such reorganization, merger,
        amalgamation, arrangement or consolidation do not, immediately
        thereafter, own more than 50% of the combined voting power of the
        surviving corporation;

             (iv) Approval by the shareholders of the Corporation of a sale or
        other disposition of all or substantially all of the assets of the
        Corporation to an individual, corporation, firm or other entity which is
        not a wholly-owned subsidiary of the Corporation; or

             (v) Approval by the shareholders of the Corporation of a
        liquidation or dissolution of the Corporation or the sale of all or
        substantially all of the assets of the Corporation.

                                  ARTICLE VII

                                RESTRICTED STOCK

     7.1 Restricted Stock Awards.  In consideration for prior service with the
UDI Group and/or as an incentive for employment with the UDI Group, either as an
Employee or as a director of the Corporation, Shares of Restricted Stock may be
granted to an Employee or director of the Corporation either alone or in
addition to other Awards granted under this Plan. The Committee shall, from time
to time, recommend to the Board those individuals to whom, and the times at
which, grants of Restricted Stock will be made, the number of Shares of
Restricted Stock to be awarded, the time within which such Awards may be subject
to forfeiture or repurchase by the Corporation, and all other terms and
conditions not inconsistent with the express provisions of the Plan. The
aggregate number of Shares of Restricted Stock granted to non-Employee directors
of the Corporation as a group during any one year period shall not exceed 25,000
Shares.

     The terms of each Restricted Stock Award shall be set forth in a Restricted
Stock Agreement between the Corporation and the Participant, which Agreement
shall contain such provisions as the Committee determines to be necessary or
appropriate to carry out the intent of the Plan with respect to such Award. Each
Participant receiving a Restricted Stock Award shall be issued a stock
certificate in respect of such Shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such Award. The Committee shall require that the Corporation hold
stock certificates evidencing such Shares until the restrictions thereon shall
have lapsed.

     7.2 Restrictions and Conditions.  The Shares of Restricted Stock awarded
pursuant to this Article VII shall be subject to the following terms, conditions
and restrictions:

          (a) The Committee in its sole discretion shall specify the terms,
     conditions and restrictions under which Shares of Restricted Stock shall
     vest or be forfeited or repurchased by the Corporation. These terms,
     conditions and restrictions may include continued employment with the
     Corporation or other member of the UDI Group for a specified period of
     time, termination of the Employee's employment for specified reasons such
     as death, Disability or Retirement (as defined in the Retirement Plan)
     prior to the completion of the specified period, or the attainment of
     certain performance objectives. The period of time commencing with the date
     of such Award and ending on the date on which all Shares of Restricted
     Stock in such Award either vest or are forfeited or repurchased by the
     Corporation shall be known as the "Restriction Period." With respect to the
     Restricted Stock during the Restriction Period the Committee may, in its
     sole and exclusive discretion, at any time either before or after the
     termination of an Employee's employment, provide for the lapse of any such
     term, condition or restriction in installments and may accelerate or waive
     such term, condition or restriction in whole or in part, based on service,
     performance and/or such other factors or criteria as the Committee may
     determine in its sole discretion. During the Restriction

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     Period the Participant shall not be permitted to sell, transfer, pledge,
     assign or encumber Shares of Restricted Stock awarded under the Plan.

          (b) Except as provided in this paragraph (b) and paragraph (a) above,
     the Participant shall have, with respect to the Shares of Restricted Stock,
     all of the rights of a shareholder of the Corporation, including the right
     to vote the Shares and the right to receive any cash or stock dividends.
     The Committee, in its sole discretion, as determined at the time of an
     Award, may provide that the payment of cash dividends shall or may be
     deferred. Any deferred cash dividends may be reinvested as the Committee
     shall determine in its sole discretion, including reinvestment in
     additional Shares of Restricted Stock. Stock dividends issued with respect
     to Restricted Stock shall be Restricted Stock and will be subject to the
     same terms, conditions and restrictions that apply to the Shares with
     respect to which such dividends are issued. Additional Shares of Restricted
     Stock issued with respect to cash or stock dividends shall not be counted
     against the maximum number of Shares for which Awards may be granted under
     the Plan in each calendar year as set forth in Article VIII of the Plan.

     (c) If and when the Restriction Period applicable to Shares of Restricted
Stock expires without a prior forfeiture or repurchase by the Corporation of the
Restricted Stock, certificates for an appropriate number of unrestricted Shares
shall be delivered promptly to the Participant upon request by the Participant
for exchange and cancellation.

                                  ARTICLE VIII

                           SHARES SUBJECT TO THE PLAN

     8.1 Number of Shares Available for Awards.  The aggregate number of Shares
reserved for issuance under the Plan shall be equal to 1,200,000 Shares plus up
to 2,638,666 Shares as to which Awards under the United Dominion Industries
Limited Stock Option and Restricted Stock Plan dated effective as of February
11, 1994, as amended, may lapse, expire, terminate or be cancelled or
repurchased by the Corporation; provided, however, the aggregate number of such
Shares available for issuance under the Plan shall not exceed 10% of the
outstanding Common Shares of the Corporation as of the effective date of the
Plan determined in accordance with Article X below. The total number of Shares
subject to Awards granted to all persons in any calendar year under this Plan
shall not exceed 2% of the outstanding Common Shares of the Corporation as of
the effective date of the Plan determined in accordance with Article X below. In
addition, in no event shall more than an aggregate of 1,000,000 Shares be
reserved under the Plan for Incentive Stock Options.

     8.2 Limitations on Individual Awards.

          (a) The aggregate number of Shares subject to outstanding Awards
     (determined at time of grant) under the Plan to any one person shall not
     exceed the lesser of (i) 5% of the then outstanding Shares and
     (ii) 1,750,000 Shares in the aggregate.

          (b) No Participant shall be granted Awards under this Plan with
     respect to more than 500,000 Shares in any calendar year.

          (c) Awards to directors who are not Employees in the UDI Group shall
     be limited to the per year aggregate amounts set forth in Sections 5.3(j)
     and 7.1 above.

     8.3 Lapsed or Terminated Awards.  Shares that were subject to Awards that
have lapsed or terminated or shares of Restricted Stock that have been
repurchased at a nominal price and cancelled by the Corporation (and Shares
tendered for payment of withholding taxes) shall thereby become reinstated as
Shares reserved for Awards hereunder and, accordingly, shall again be available
for the grant of an Award under the Plan.

     8.4 Adjustment in Number of Shares for Recapitalizations and Related
Transactions.  If, through or as a result of any merger, amalgamation,
arrangement, consolidation, sale of all or substantially all of the assets of
the Corporation, reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar transaction, (i) the
outstanding Shares are increased, decreased or

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exchanged for a different number or kind of shares or other securities of the
Corporation, or (ii) additional Shares or new or different shares or other
securities of the Corporation or other non-cash assets are distributed with
respect to such Shares or other securities, an appropriate and proportionate
adjustment may be made in (x) the maximum number and kind of shares reserved for
issuance under the Plan, (y) the number and kind of shares subject to any then
outstanding Awards under the Plan, and (z) the price for each Share subject to
any then outstanding Awards under the Plan (without changing the aggregate
purchase price, if any, of any Stock Options). Any adjustments under this
Section 8.4 shall be made by the Board, whose determination as to what
adjustments, if any, shall be made and the extent thereof shall be final,
binding and conclusive. No fractional Shares shall be issued under the Plan on
account of any such adjustments.

     8.5 Merger, Consolidation, Asset Sale, Liquidation, etc.  In the event of a
consolidation, merger, amalgamation, arrangement or sale of all or substantially
all of the assets of the Corporation in which outstanding Shares are exchanged
for securities, cash or other property of any other corporation or business
entity or in the event of a liquidation of the Corporation, the Board, or the
board of directors of any corporation assuming the obligations of the
Corporation, may, in its discretion, take any one or more of the following
actions as to the outstanding Awards under the Plan: (i) provide that such
Awards shall be assumed, or equivalent Awards shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof); provided that any
such Awards substituted for Incentive Stock Options shall meet the requirements
of Section 424(a) of the Code, (ii) upon written notice to the Participant,
provide that all unexercised Awards will terminate within a specified period
immediately prior to the consummation of such transaction unless exercised by
the Participant within a specified period following the date of such notice,
(iii) in the event of a merger, amalgamation or arrangement under the terms of
which holders of Shares of the Corporation will receive upon consummation
thereof a cash payment for each Share surrendered in the merger (the "Merger
Price"), make or provide for a cash payment to the Participants equal to the
difference between (A) the Merger Price times the number of Shares subject to
such outstanding Award and (B) the aggregate exercise price, if any, of all such
outstanding Awards in exchange for the termination of such Awards, and (iv)
provide that all or any outstanding Awards shall become exercisable in full
immediately prior to such event.

                                   ARTICLE IX

                               GENERAL PROVISIONS

     9.1 Shareholder Approval.  The Plan, and any Award granted hereunder, shall
be conditional upon obtaining the approval of the Plan by the shareholders of
the Corporation within 12 months of adoption of the Plan by the Board.
Furthermore, if required by applicable law, the grant of any Award under the
Plan, including the terms thereof, shall be conditional upon obtaining the
approval of the shareholders of the Corporation.

     9.2 Amendment of Plan.  Subject to applicable laws, rules and regulations,
the Board may at any time and from time to time, by resolution, amend or
terminate the Plan. No such amendment or termination shall, except with the
written consent of the Participants concerned, affect the terms and conditions
of Awards previously granted under the Plan.

     9.3 Rights of Participants.  It is not intended that the Plan shall in any
way affect the policies or decision of any member of the UDI Group in relation
to the remuneration of Employees, officers or directors. Moreover, no Employee
shall have any claim or right to be granted an Award and the grant of an Award
shall not be construed as giving the Participant the right to be retained in the
employ of the Corporation or other member of the UDI Group.

     9.4 Securities Law Requirements.  No Shares shall be issued, and no Stock
Options shall become exercisable, pursuant to the Plan unless and until the
Corporation has determined that it and the Participant have taken all actions
required under the securities laws of both the United States and Canada and
including any applicable listing requirement of any stock exchange on which the
Common Shares are listed.

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     9.5 Unfunded Status of Plan.  This Plan is intended to be unfunded. With
respect to any payments as to which a Participant has a fixed and vested
interest but which are not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.

     9.6 Other Plans.  Awards granted under this Plan shall not be treated as
compensation for purposes of any pension, profit sharing, life insurance,
disability or any other retirement or welfare benefit plan now maintained or
hereafter adopted by the members of the UDI Group, unless otherwise provided in
such plan.

     9.7 Withholding Taxes.

          (a) General.  To the extent required by applicable federal, state,
     provincial, local or foreign law, the recipient of any payment or
     distribution under the Plan shall make arrangements satisfactory to the
     Corporation for the satisfaction of any withholding tax obligations that
     arise by reason of such payment or distribution. The Corporation shall not
     be required to make such payment or distribution until such obligations are
     satisfied.

          (b) Stock Withholding.  Unless otherwise provided by the Committee, a
     Participant may satisfy all or part of his withholding tax obligations
     incident to the exercise of a Non-Qualified Stock Option or the vesting of
     Restricted Stock by having the Corporation withhold a portion of the Shares
     that otherwise would be issued to him. Such Shares will be valued at their
     Fair Market Value on the date when taxes otherwise would be withheld in
     cash. The payment of withholding taxes by surrendering Shares to the UDI
     Group member, if permitted by the Committee, shall be subject to such
     restrictions as the Committee may impose, including any restrictions
     required by rules of the securities laws of Canada or the United States,
     and the Code.

     9.8 No Assignment of Benefits.  No Award or other benefit payable under
this Plan shall, except as otherwise specifically provide by law or Section
5.3(c) hereof, be transferable in any manner, and any attempt to transfer any
such benefit shall be void, and any such benefit shall not in any manner be
subject to the debts, contracts, liabilities, engagements or torts of any person
who shall be entitled to such benefit, nor shall it be subject to attachment or
legal process for or against such person.

     9.9 Governing Law.  This Plan and actions taken in connection herewith
shall be governed by and construed in accordance with the laws of the Province
of Ontario.

     9.10 Construction.  Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.

     9.11 Liability.  No member of the Board, no member of the Committee and no
Employee shall be liable for any act or failure to act hereunder by any other
member or Employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or, except in circumstances
involving his bad faith, gross negligence or fraud, for any act or failure to
act by the member or Employee.

     9.12 Awards in Foreign Countries.  The Committee shall have the authority
to adopt such modifications, procedures and subplans as may be necessary or
desirable to comply with provisions of the laws of foreign countries in which
the members of the UDI Group may operate to assure the viability of the benefits
of Awards made to Participants employed in such countries and to meet the intent
of the Plan.

     9.13 Severability.  The provisions of the Plan shall be deemed severable
and the validity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.

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                                   ARTICLE X

                             EFFECTIVE DATE OF PLAN

     This Plan was adopted by the Board on February 12, 1999. This Plan shall
become effective on the date it is approved by the shareholders of the
Corporation. This Plan shall continue in effect until terminated by the Board
pursuant to Section 9.2.

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