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Exhibit 10.3    
    


NES RENTALS HOLDINGS, INC.
  2004 STOCK OPTION PLAN  


Purpose.  


        This plan shall be known as the NES Rentals Holdings, Inc. 2004 Stock Option Plan (the "Plan"). The purpose of the Plan shall be to promote the
long-term growth and profitability of NES Rentals Holdings, Inc. (the "Company") and its Subsidiaries by (i) providing certain officers and employees of, or to whom an offer
of employment has been extended by, the Company and its Subsidiaries with incentives to maximize stockholder value and otherwise contribute to the success of the Company and (ii) enabling the
Company to attract, retain and reward the best available persons for positions of responsibility. Grants of non-qualified stock options may be made under the Plan. 


Definitions  


        "Board of Directors" and "Board" mean the board of directors of the Company. 


        "Cause"
means the occurrence of one or more of the following events: 



	•
	Conviction
of a felony or any crime or offense lesser than a felony involving the property of the Company or a Subsidiary; or



	•
	Conduct
that has caused demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise; or



	•
	Willful
refusal to perform or substantial disregard of duties properly assigned, as determined by the Company; or



	•
	Breach
of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary. 




        "Change
in Control" means the occurrence of one of the following events: 



	•
	if
any "person" or "group" as those terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successors thereto is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act or any successor thereto), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the
Company's then outstanding securities; or



	•
	during
any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new directors whose election by the Board or
nomination for election by the Company's stockholders was approved by at least two-thirds of the directors then still in office who either were directors at the beginning of the period or
whose election was previously so approved, cease for any reason to constitute a majority thereof; or



	•
	consummation
of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation (A) which would result in all or a portion
of the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) by which
the corporate existence of the Company is not affected and following which the Company's chief executive officer and directors retain their positions with the Company (and constitute at least a
majority of the Board); or



	•
	consummation
of a plan of complete liquidation of the Company or a sale or disposition by the Company of all or substantially all the Company's assets. 




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


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        "Committee"
means the Compensation Committee of the Board, which shall consist solely of two or more members of the Board. 



        "Common
Stock" means the Common Stock, par value $.01 per share, of the Company, and any other shares into which such stock may be changed by reason of a recapitalization,
reorganization, merger, consolidation or any other change in the corporate structure or capital stock of the Company. 


        "Competition"
is deemed to occur if a person whose employment with the Company or its Subsidiaries has terminated obtains a position as a full-time or part-time
employee of, as a member of the board of directors of, or as a consultant or advisor with or to, or acquires an ownership interest in excess of 5% of, a corporation, partnership, firm or other entity
that engages in any of the businesses of the Company or any Subsidiary with which the person was involved in a management role at any time during his or her last five years of employment with or other
service for the Company or any Subsidiaries. 


        "Disability"
means a complete and permanent disability that would entitle an eligible participant to payment of monthly disability payments under any Company disability plan or as
otherwise determined by the Committee. 


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended. 



        "Family
Member" has the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor
thereto. 


        "Fair
Market Value" of a share of Common Stock of the Company means, as of the date in question, the officially-quoted closing selling price of the stock (or if no selling price is
quoted, the bid price) on the principal securities exchange on which the Common Stock is then listed for trading (including for this purpose the Nasdaq National Market) (the "Market") for the
applicable trading day or, if the Common Stock is not then listed or quoted in the Market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board;
provided, however, that when shares received upon exercise of an option are immediately sold in the open market, the net sale price
received may be used to determine the Fair Market Value of any shares used to pay the exercise price or applicable withholding taxes and to compute the withholding taxes. 


        "Incentive
Stock Option" means an option conforming to the requirements of Section 422 of the Code and any successor thereto. 


        "Non-Employee
Director" has the meaning given to such term in Rule 16b-3 under the Exchange Act and any successor thereto. 


        "Non-qualified
Stock Option" means any stock option other than an Incentive Stock Option. 


        "Other
Company Securities" mean securities of the Company other than Common Stock, which may include, without limitation, unbundled stock units or components thereof, debentures,
preferred stock, warrants and securities convertible into or exchangeable for Common Stock or other property. 


        "Retirement"
means the (i) voluntary retirement from employment with the Company at any time following the attainment of the age of 55 and 10 years of service to the
Company or (ii) termination of one's employment on retirement with the approval of the Committee. 


        "Subsidiary"
means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such corporation or other
entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by the Company. 



Administration.  


        The Plan shall be administered by the Committee; provided that the Board may, in its discretion, at any time and from time to time, resolve to administer the
Plan, in which case the term "Committee" shall be deemed to mean the Board for all purposes herein. Subject to the provisions of the Plan, the Committee shall be authorized to (i) select
persons to participate in the Plan, (ii) determine the form and substance of grants made under the Plan to each participant, and the conditions and restrictions, if any, subject to which such
grants will be made, (iii) certify that the conditions and restrictions applicable to any grant have 


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been
met, (iv) modify the terms of grants made under the Plan, (v) interpret the Plan and grants made thereunder, (vi) make any adjustments necessary or desirable in connection
with grants made under the Plan to eligible participants located outside the United States and (vii) adopt, amend, or rescind such rules and regulations, and make such other determinations, for
carrying out the Plan as it may deem appropriate. Decisions of the Committee on all matters relating to the Plan shall be in the Committee's sole discretion and shall be conclusive and binding on all
parties. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable federal and state laws and rules and
regulations promulgated pursuant thereto. No member of the Committee and no officer of the Company shall be liable for any action taken or omitted to be taken by such member, by any other member of
the Committee or by any officer of the Company in connection with the performance of duties under the Plan, except for such person's own willful misconduct or as expressly provided by statute. 


        The
expenses of the Plan shall be borne by the Company. The Plan shall not be required to establish any special or separate fund or make any other segregation of assets to assume the
payment of any award under the Plan, and rights to the payment of such awards shall be no greater than the rights of the Company's general creditors. 


Shares Available for the Plan.  


        Subject to adjustments as provided in Section 12, an aggregate of 1,400,000 shares of Common Stock (the "Shares") may be issued pursuant to the Plan. Such
Shares may be in whole or in part authorized and unissued or held by the Company as treasury shares. If any grant under the Plan expires or terminates unexercised, becomes unexercisable or is
forfeited as to any Shares, or is tendered or withheld as to any shares in payment of the exercise price of the grant or the taxes payable with respect to the exercise, then such unpurchased,
forfeited, tendered or withheld Shares shall thereafter be available for further grants under the Plan. 


        Without
limiting the generality of the foregoing provisions of this Section 4 or the generality of the provisions of Sections 3, 6 or 14 or any other section of this Plan, the
Committee may, at any time or from time to time, and on such terms and conditions (that are consistent with and not in contravention of the other provisions of this Plan) as the Committee may, in its
sole discretion, determine, enter into agreements (or take other actions with respect to the options) for new options containing terms (including exercise prices) more (or less) favorable than the
outstanding options. 


Participation.  


        Participation in the Plan shall be limited to those officers and employees of, or to whom an offer of employment has been extended by, the Company and its
Subsidiaries selected by the Committee (including participants located outside the United States). Nothing in the Plan or in any grant thereunder shall confer any right on a participant to continue in
the employ as an officer or employee of the Company or shall interfere in any way with the right of the Company to terminate the employment or to reduce the compensation or responsibilities of a
participant at any time. By accepting any award under the Plan, each participant and each person claiming under or through him or her shall be conclusively deemed to have indicated his or her
acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee. 


        Non-qualified
Stock Options may be granted to such persons and for such number of Shares as the Committee shall determine (such individuals to whom grants are made being
sometimes herein called "optionees" or "grantees," as the case may be). Determinations made by the Committee under the Plan need not be uniform and may be made selectively among eligible individuals
under the Plan, whether or not such individuals are similarly situated. A grant of any type made hereunder in any one year to an eligible participant shall neither guarantee nor preclude a further
grant of that or any other type to such participant in that year or subsequent years. 


Non-Qualified Options.  


        The Committee may from time to time grant to eligible participants Non-qualified Stock Options. In any one calendar year, the Committee shall not
grant to any one participant options to purchase a number of shares of Common Stock in excess of 50% of the total number of Shares authorized under the Plan pursuant to Section 4. The options
granted shall take such form as the Committee shall determine, subject to the following terms and conditions. It is the Company's intent that Non-qualified 


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Stock
Options granted under the Plan not be classified as Incentive Stock Options, and that any ambiguities in construction be interpreted in order to effectuate such intent. 



        Price.    The price per Share deliverable upon the exercise of each option ("exercise price") shall be
established by the Committee. 


        Payment.    Options may be exercised, in whole or in part, upon payment of the exercise price of the
Shares to be acquired. Unless otherwise determined by the Committee, payment shall be made (i) in cash (including check, bank draft, money order or wire transfer of immediately available
funds), (ii) by delivery of outstanding shares of Common Stock with a Fair Market Value on the date of exercise equal to the aggregate exercise price payable with respect to the options'
exercise, (iii) by simultaneous sale through a broker reasonably acceptable to the Committee of Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board,
(iv) by authorizing the Company to withhold from issuance a number of Shares issuable upon exercise of the options which, when multiplied by the Fair Market Value of a share of Common Stock on
the date of exercise, is equal to the aggregate exercise price payable with respect to the options so exercised or (v) by any combination of the foregoing. 


        In
the event a grantee elects to pay the exercise price payable with respect to an option pursuant to clause (ii) above, (A) only a whole number of share(s) of Common Stock
(and not fractional shares of Common Stock) may be tendered in payment, (B) such grantee must present evidence acceptable to the Company that he or she has owned any such shares of Common Stock
tendered in payment of the
exercise price (and that such tendered shares of Common Stock have not been subject to any substantial risk of forfeiture) for at least six months prior to the date of exercise, and (C) Common
Stock must be delivered to the Company. Delivery for this purpose may, at the election of the grantee, be made either by (A) physical delivery of the certificate(s) for all such shares of
Common Stock tendered in payment of the price, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the grantee's broker to transfer, by
book entry, such shares of Common Stock from a brokerage account of the grantee to a brokerage account specified by the Company. When payment of the exercise price is made by delivery of Common Stock,
the difference, if any, between the aggregate exercise price payable with respect to the option being exercised and the Fair Market Value of the shares of Common Stock tendered in payment (plus any
applicable taxes) shall be paid in cash. No grantee may tender shares of Common Stock having a Fair Market Value exceeding the aggregate exercise price payable with respect to the option being
exercised (plus any applicable taxes). 


        In
the event a grantee elects to pay the exercise price payable with respect to an option pursuant to clause (iv) above, (A) only a whole number of Share(s) (and not
fractional Shares) may be withheld in payment and (B) such grantee must present evidence acceptable to the Company that he or she has owned a number of shares of Common Stock at least equal to
the number of Shares to be withheld in payment of the exercise price (and that such owned shares of Common Stock have not been subject to any substantial risk of forfeiture) for at least six months
prior to the date of exercise. When payment of the exercise price is made by withholding of Shares, the difference, if any, between the aggregate exercise price payable with respect to the option
being exercised and the Fair Market Value of the Shares withheld in payment (plus any applicable taxes) shall be paid in cash. No grantee may authorize the withholding of Shares having a Fair Market
Value exceeding the aggregate exercise price payable with respect to the option being exercised (plus any applicable taxes). Any withheld Shares shall no longer be issuable under such option. 



        Terms of Options.    The term during which each option may be exercised shall be determined by the
Committee, but if required by the Code and except as otherwise provided herein, no option shall be exercisable in whole or in part more than seven years from the date it is granted. All rights to
purchase Shares pursuant to an option shall, unless sooner terminated, expire at the date designated by the Committee. The Committee shall determine the date on which each option shall become
exercisable and may provide that an option shall become exercisable in installments. The Shares constituting each installment may be purchased in whole or in part at any time after such installment
becomes exercisable, subject to such minimum exercise requirements as may be designated by the Committee. Prior to the exercise of an option and delivery of the Shares represented thereby, the
optionee shall have no rights as a stockholder with respect to any Shares covered by such outstanding option (including any dividend or voting rights). 


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Termination; Forfeiture.  



	•
	Death or Disability.    If a participant ceases to be an officer or employee of the Company and any Subsidiary due
to death or Disability, all of the participant's options shall become fully vested and exercisable and shall remain so for a period of 180 days from the date of such death or Disability, but in
no event after the expiration date of the options; provided that the participant does not engage in Competition during such 180 day period unless he or she received written consent to do so
from the Board or the Committee.



	•
	Retirement.    If a participant ceases to be an officer or employee of the Company and any Subsidiary upon the
occurrence of his or her Retirement, (A) all of the participant's options that were exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate at the end
of, a period of 180 days after the date of Retirement, but in no event after the expiration date of the options; provided that the participant does not engage in Competition during such
180 day period unless he or she receives written consent to do so from the Board or the Committee, and (B) all of the participant's options that were not exercisable on the date of
Retirement shall be forfeited immediately upon such Retirement; provided, however, that such options may become fully vested and exercisable in the discretion of the Committee.



	•
	Discharge for Cause.    If a participant ceases to be an officer or employee of the Company or a Subsidiary due to
Cause, or if a participant does not become an officer or employee of the Company or a Subsidiary for any reason, all of the participant's options shall expire and be forfeited immediately upon such
cessation or non-commencement, whether or not then exercisable.



	•
	Other Termination.    Unless otherwise determined by the Committee, if a participant ceases to be an officer or
employee of the Company or a Subsidiary for any reason other than death, Disability, Retirement or Cause, (A) all of the participant's options that were exercisable on the date of such
cessation shall remain exercisable for, and shall otherwise terminate at the end of, a period of 90 days after the date of such cessation, but in no event after the expiration date of the
options; provided that the participant does not engage in Competition during such 90 day period unless he or she receives written consent to do so from the Board or the Committee, and
(B) all of the participant's options that were not exercisable on the date of such cessation shall be forfeited immediately upon such cessation.



	•
	Change in Control.    If there is a Change in Control of the Company, all of the participant's options shall become
fully vested and exercisable upon such Change in Control and shall remain so until the expiration date of the options.



	•
	Forfeiture.    If a participant exercises any of his or her options and, within one year thereafter, either
(i) is terminated from the Company or a Subsidiary for any of the reasons specified in the definition of "Cause" set forth in Section 2(b)(i), (ii) or (iv), or (ii) engages
in Competition without having received written consent to do so from the Board or the Committee, then the participant may, in the discretion of the Committee, be required to pay the Company the gain
represented by the difference between the aggregate selling price of the Shares acquired upon the options' exercise (or, if the Shares were not then sold, their aggregate Fair Market Value on the date
of exercise) and the
aggregate exercise price of the options exercised (the "Option Gain"), without regard to any subsequent increase or decrease in the Fair Market Value of the Common Stock. In addition, the Company may,
in its discretion, deduct from any payment of any kind (including salary or bonus) otherwise due to any such participant an amount equal to the Option Gain. 




Withholding Taxes.  


        Participant Election.    Unless otherwise determined by the Committee, a participant may elect to
deliver shares of Common Stock (or have the Company withhold shares acquired upon exercise of an option, as the case may be) to satisfy, in whole or in part, the amount the Company is required to
withhold for taxes in connection with the exercise of an option, as the case may be. Such election must be made on or before the date the amount of tax to be withheld is determined. Once made, the
election shall be irrevocable. The fair market value of the shares to be withheld or delivered will be the Fair Market Value as of the date the amount of tax to be withheld is determined. In the event
a participant elects to deliver or have the Company withhold shares of Common Stock pursuant to this Section 7(a), such delivery or withholding must be made subject to the conditions and
pursuant to the procedures set forth in Section 6(b) with respect to the delivery or withholding of Common Stock in payment of the exercise price of options. 



        Company Requirement.    The Company may require, as a condition to any grant or exercise under the Plan
or to the delivery of certificates for Shares issued hereunder, that the grantee make provision for the payment to the Company, either pursuant to Section 7(a) or this Section 7(b), of
federal, state or local taxes of any kind required by law to be withheld with respect to any 


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grant
or delivery of Shares. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to a
grantee, an amount equal to any federal, state or local taxes of any kind required by law to be withheld with respect to any grant or delivery of Shares under the Plan. 


Notice of Grant; Vesting.  


        Each employee to whom a grant is made under the Plan shall receive written notice from the Company that shall contain such provisions, including without
limitation vesting requirements, consistent with the provisions of the Plan, as may be approved by the Committee. 



Transferability.  


        Unless the Committee determines otherwise, no option granted under the Plan shall be transferable by a participant other than by will or the laws of descent and
distribution or to a participant's Family Member by gift or a qualified domestic relations order as defined by the Code. Unless the Committee determines otherwise, an option may be exercised only by
the optionee or grantee thereof; by his or her Family Member if such person has acquired the option by gift or qualified domestic relations order; by the executor or administrator of the estate of any
of the foregoing or any person to whom the Option is transferred by will or the laws of descent and distribution; or by the guardian or legal representative of any of the foregoing. All provisions of
this Plan shall in any event continue to apply to any option granted under the Plan and transferred as permitted by this Section 9, and any transferee of any such option shall be bound by all
provisions of this Plan as and to the same extent as the applicable original grantee. 


Listing, Registration and Qualification.  


        If the Committee determines that the listing, registration or qualification upon any securities exchange or under any law of Shares subject to any option is
necessary or desirable as a condition of, or in connection with, the granting of same or the issue or purchase of Shares thereunder, and no such option may be exercised in whole or in part, and no
Shares may be issued, unless such listing, registration or qualification is effected free of any conditions not acceptable to the Committee. 


Transfer of Employee.  


        The transfer of an employee from the Company to a Subsidiary, from a Subsidiary to the Company, or from one Subsidiary to another shall not be considered a
termination of employment; nor shall it be considered a termination of employment if an employee is placed on military or sick leave or such other leave of absence which is considered by the Committee
as continuing intact the employment relationship. 


Adjustments.  


        In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any
other change in the corporate structure or shares of the Company, the Committee shall make such adjustment as it deems appropriate in the number and kind of Shares or other property available for
issuance under the Plan (including, without limitation, the total number of Shares available for issuance under the Plan pursuant to Section 4), in the number and kind of options, Shares or
other property covered by grants previously made under the Plan, and in the exercise price of outstanding options. Any such adjustment shall be final, conclusive and binding for all purposes of the
Plan. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or in which a Change in Control is to occur, all
of the Company's obligations regarding options that were granted hereunder and that are outstanding on the date of such event shall, on such terms as may be approved by the Committee prior to such
event, be assumed by the surviving or continuing corporation or canceled in exchange for property (including cash). 


        Without
limitation of the foregoing, in connection with any transaction of the type specified by clause (iii) of the definition of a Change in Control in Section 2(c), the
Committee may, in its discretion, (i) cancel any or all outstanding options under the Plan in consideration for payment to the holders thereof of an amount equal to the portion of the
consideration that would have been payable to such holders pursuant to such transaction if their options had been fully exercised immediately prior to 


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such
transaction, less the aggregate exercise price that would have been payable therefore, or (ii) if the amount that would have been payable to the option holders pursuant to such transaction
if their options had been fully exercised immediately prior thereto would be equal to or less than the aggregate exercise price that would have been payable therefore, cancel any or all such options
for no consideration or payment of any kind. Payment of any amount payable pursuant to the preceding sentence may be made in cash or, in the event that the consideration to be received in such
transaction includes securities or other property, in cash and/or securities or other property in the Committee's discretion. 


Amendment and Termination of the Plan.  


        The Board of Directors or the Committee, without approval of the stockholders, may amend or terminate the Plan, except that no amendment shall become effective
without prior approval of the stockholders of the Company if stockholder approval would be required by applicable law or regulations, including if required for continued compliance with the
performance-based compensation exception of Section 162(m) of the Code or any successor thereto, or by any listing requirement of the principal stock exchange on which the Common Stock is then
listed. 


Amendment or Substitution of Grants under the Plan.  


        The terms of any outstanding grant under the Plan may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate
(including, but not limited to, acceleration of the date of exercise of any grant); provided that, except as otherwise provided in Section 12, no such amendment shall adversely affect in a
material manner any right of a participant under the grant without his or her written consent. The Committee may, in its discretion, permit holders of grants under the Plan to surrender outstanding
grants in order to exercise or realize rights under other grants, or in exchange for the receipt of new grants, or require holders of grants to surrender outstanding grants as a condition precedent to
the receipt of new grants under the Plan. 


Commencement Date; Termination Date.  


        The date of commencement of the Plan shall be August 1, 2004. Unless previously terminated upon the adoption of a resolution of the Board terminating the
Plan, the Plan shall terminate at the close of business on August 1, 2014. No termination of the Plan shall materially and adversely affect any of the rights or obligations of any person,
without his or her written consent, under any grant of options theretofore granted under the Plan. 



        Severability.    Whenever possible, each provision of the Plan shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of the Plan is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of the Plan. 


        Governing Law.    The Plan shall be governed by the corporate laws of the State of Delaware, without giving effect to any choice
of law provisions that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. 


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Exhibit 10.3