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                                                                     Exhibit 4.2

                        Onex Communications Corporation
                           1999 Stock Incentive Plan

 1.   1999 Stock Incentive Plan Purpose. The purpose of this 1999 Stock
      Incentive Plan (the "Plan") of Onex Communications Corporation, a Delaware
      corporation, (the "Company") is to advance the interests of the Company's
      shareholders by enhancing the Company's ability to attract, retain and
      motivate persons who make (or are expected to make) important
      contributions to the Company by providing those persons with opportunities
      for equity ownership and performance-based incentives and thereby to
      better align the interests of those persons with those of the Company's
      shareholders. Except where the context otherwise requires, the term
      Company shall include any present or future subsidiary corporations of
      Onex Communications Corporation, as defined in Section 424(f) of the
      Internal Revenue Code of 1986, as amended, and any regulations promulgated
      thereunder (the "Code.")

 2.   Eligibility. All of the Company's employees, officers, directors,
      consultants and advisors are eligible to be granted options, restricted
      stock, or other stock-based awards (each, an "Award") under the Plan. Any
      person who has been granted an Award under the Plan shall be deemed a
      "Participant."

 3.   Administration, Delegation.

      3.1 Administration by the Board of Directors. The Plan will be
          administered by the Board of Directors of the Company (the "Board.")
          The Board shall have authority to grant Awards and to adopt, amend and
          repeal such administrative rules, guidelines and practices relating to
          the Plan as it shall deem advisable. The Board may correct any defect,
          supply any omission or reconcile any inconsistency in the Plan or any
          Award in the manner and to the extent it shall deem expedient to carry
          the Plan into effect and it shall be the sole and final judge of such
          expediency. No member of the Board shall be liable for any action or
          determination relating to the Plan and no director or person acting
          pursuant to the authority delegated by the Board shall be liable for
          any action or determination under the Plan made in good faith. All
          decisions by the Board shall be made in the Board's sole discretion
          and shall be final and binding on all persons having or claiming any
          interest in the Plan or in any Award.

      3.2 Appointment of Committees. To the extent permitted by applicable law,
          the Board may delegate any or all of its powers under the Plan to one
          or more committees or subcommittees of the Board (each a "
          Committee.") At such time as the Company's common stock, $.001 par
          value per share, (the "Common Stock ") is registered under the
          Securities Exchange Act of 1934 (the " Exchange Act,") the Board shall
          appoint one such Committee of not less than two members, each member
          of which shall be a "non-employee director" as defined in Rule 16b-3
          promulgated under the Exchange Act. All references in the Plan to the
          "Board" shall mean a Committee or the Board to the extent that the
          Board's powers or authority under the Plan have been delegated to such
          Committee.

 4.   Stock Available for Awards.

      4.1 Number of Shares. Subject to adjustment under Section 4.2, Awards may
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          be made under the Plan for up to 7,745,302 shares of Common Stock. If
          any Award (a) expires; (b) is terminated, surrendered or canceled
          without having been fully exercised; or (c) is

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          forfeited in whole or in part or results in any Common Stock not being
          issued, the unused Common Stock covered by such Award shall again be
          available for the grant of Awards under the Plan, subject, however, in
          the case of Incentive Stock Options (as hereinafter defined) to any
          limitation required under the Code. Shares issued under the Plan may
          consist in whole or in part of authorized but un-issued shares or
          treasury shares.

      4.2 Adjustment to Common Stock. In the event of any stock split, stock
          dividend, recapitalization, reorganization, merger, consolidation,
          combination, exchange of shares, liquidation, spin-off or other
          similar change in capitalization or event, or any distribution to
          holders of Common Stock other than a normal cash dividend, (a) the
          number and class of securities available under this Plan; (b) the
          number and class of security and exercise price per share subject to
          each outstanding Option (as hereinafter defined); (c) the repurchase
          price per security subject to each outstanding Restricted Stock Award
          (as hereinafter defined); and (d) the terms of each other outstanding
          stock-based Award shall be appropriately adjusted by the Company (or
          substituted Awards may be made, if applicable) to the extent the Board
          shall determine, in good faith, that such an adjustment (or
          substitution) is necessary and appropriate. In the event of a conflict
          between the provisions of this Section 4.2 and any action taken by the
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          Board pursuant to Section 9.2, the action taken by the Board pursuant
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          to Section 9.2 shall take precedence.
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5.    Stock Options.

      5.1 General. The Board may grant options to purchase Common Stock (each,
          an "Option") and may determine (a) the number of shares of Common
          Stock to be covered by each Option; (b) the exercise price of each
          Option; and (c) the terms, conditions and limitations applicable to
          the exercise of each Option, including such conditions relating to
          applicable federal or state securities laws, as it considers
          necessary, appropriate or advisable. An Option that is not intended to
          be an Incentive Stock Option (as hereinafter defined) shall be
          designated a "Non-Statutory Stock Option."

      5.2 Incentive Stock Options. An Option that the Board intends to be an
          "incentive stock option" as defined in Section 422 of the Code (an
          "Incentive Stock Option") shall only be granted to employees of the
          Company and shall be subject to, and shall be construed consistently
          with, the requirements of Section 422 of the Code. The Company shall
          have no liability to a Participant or any other party if an Option (or
          any part thereof) that is intended to be an Incentive Stock Option is
          not an Incentive Stock Option.

      5.3 Exercise Price. The Board shall establish the exercise price at the
          time each Option is granted and specify it in the applicable option
          agreement.

      5.4 Duration of Options. Each Option shall be exercisable at such times
          and subject to such terms and conditions as the Board may specify in
          the applicable option agreement.

      5.5 Exercise of Options. Options may be exercised only by delivery to the
          Company of a written notice of exercise signed by the Participant or
          other person authorized to do so on behalf of the Participant together
          with payment in full for the number of shares being purchased in the
          manner set forth in Section 5.6.
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      5.6 Payment Upon Exercise. The purchase price of Common Stock purchased
          pursuant to the exercise of an Option shall be paid in cash or by
          check payable to the order of the Company except to the extent that
          any other method of payment is permitted by the terms of a particular
          option agreement or generally as to all options by the Board; provided
          however, at such time as the Common Stock is registered under the
          Exchange

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          Act, payment of the purchase price may also be made by delivery of an
          irrevocable and unconditional undertaking by a credit worthy broker to
          deliver promptly to the Company sufficient funds to pay the exercise
          price, or delivery by the Participant to the Company of a copy of
          irrevocable and unconditional instructions to a credit worthy broker
          to deliver promptly to the Company cash or a check sufficient to pay
          the exercise price.

6.   Restricted Stock.

     6.1  Grants. The Board may grant Awards entitling the recipients to acquire
          shares of Common Stock, subject to the right of the Company to
          repurchase all or part of such shares at their issue price or other
          stated or formula price (or to require forfeiture of such shares if
          issued at no cost) from the recipient in the event that conditions
          specified by the Board in the applicable Award are not satisfied prior
          to the end of the applicable restriction period or periods established
          by the Board for such Award (each a "Restricted Stock Award").

     6.2  Terms and Conditions. The Board shall determine the terms and
          conditions of any such Restricted Stock Award, including the
          conditions for repurchase or forfeiture and the issue price, if any.
          Any one or more stock certificates issued to cover a Restricted Stock
          Award shall be registered in the name of the Participant. Unless
          otherwise determined by the Board, the Participant shall deposit such
          certificates together with a stock power endorsed in blank by the
          Participant with the Company (or its designee.) At the expiration of a
          restriction period, the Company (or such designee) shall deliver to
          the Participant the certificates no longer subject to restrictions. If
          the Participant has died, the certificates shall be delivered to the
          beneficiary designated by the Participant to receive amounts due, or
          to exercise the rights of, the Participant in the event of the
          Participant's death (the "Designated Beneficiary"). The manner of such
          designation shall be determined by the Board. In the absence of an
          effective designation by a Participant, Designated Beneficiary shall
          mean the Participant's estate.

7.   Other Stock-Based Awards. The Board shall have the right to grant other
     Awards based upon the Common Stock having such terms and conditions as the
     Board may determine, including the grant of shares based upon certain
     conditions, the grant of securities convertible into Common Stock and the
     grant of stock appreciation rights.

 8.  General Provisions Applicable to Awards.

     8.1  Transferability of Awards. An Award shall not be sold, assigned,
          transferred, pledged or otherwise encumbered by the person to whom it
          is granted, either voluntarily or by operation of law, except (a) by
          will or the laws of descent and distribution; or (b) to immediate
          family members to the extent permitted by applicable laws, provided
          that the transferee delivers to the Company a written instrument
          agreeing to be bound by all of the terms of the Award as if the
          transferee were the person to whom it was granted. "Immediate family
          members" shall consist only of a person's spouse, parent, issue or any
          spouse of any such parent or issue (including issue by adoption), or a
          trust established for the benefit of a person's spouse, parent, issue
          or any spouse of any such parent or issue (including issue by
          adoption.) During the lifetime of the Participant, Awards shall be
          exercisable only by the Participant. References to a Participant, to
          the extent relevant in the context, shall include references to
          authorized transferees; provided however, irrespective of any such
          transfer or assignment of an Award, the Company shall only be obliged
          to send notices with respect to such Award to the


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          original grantee thereof, or in the event of the Participant's death
          or disability, to his or her personal representative.

     8.2  Documentation. Each Award under the Plan shall be evidenced by a
          written instrument in such form as the Board shall determine. Each
          Award may contain terms and conditions in addition to those set forth
          in the Plan.

     8.3  Board Discretion. Except as otherwise provided by the Plan, each type
          of Award may be made alone, or in addition or in relation to any other
          type of Award. The terms of each type of Award need not be identical,
          and the Board need not treat Participants uniformly.

     8.4  Termination of Status. The Board shall determine the effect on an
          Award of the disability, death, retirement, authorized leave of
          absence or other change in the employment or other status of a
          Participant and the extent to which, and the period during which the
          Participant, the Participant's legal representative, conservator,
          guardian or Designated Beneficiary may exercise rights under the
          Award.

     8.5  Assumption of Options Upon Certain Events. The Board may grant Awards
          under the Plan in substitution for stock and stock-based awards held
          by employees of another entity who become employees of the Company as
          a result of a merger or consolidation of the employing entity with the
          Company or the acquisition by the Company of property or stock of the
          employing entity. Each substitute Award shall be granted on such terms
          and conditions as the Board considers appropriate in the
          circumstances.

     8.6  Withholding. Each Participant shall pay to the Company, or make
          provision satisfactory to the Board for payment of any taxes required
          by law to be withheld in connection with Awards to such Participant no
          later than the date of the event creating the tax liability. The Board
          may allow Participants to satisfy such tax obligations in whole or in
          part in shares of Common Stock, including shares retained from the
          Award creating the tax obligation, valued at their fair market value
          as determined by the Board in good faith. The Company may, to the
          extent permitted by law, deduct any such tax obligations from any
          payment of any kind otherwise due to a Participant.

     8.7  Amendment of Award. The Board may amend, modify or terminate any
          outstanding Award, including by (a) substituting therefor another
          Award of the same or a different type; (b) changing the date of
          exercise or realization; and (c) by converting an Incentive Stock
          Option to a Non-Statutory Stock Option, provided that the
          Participant's consent to such action shall be required unless the
          Board determines that the action, taking into account any related
          action, would not materially and adversely affect the Participant.

     8.8  Conditions on Delivery of Stock. The Company will not be obligated to
          deliver any shares of Common Stock pursuant to the Plan or to remove
          restrictions from shares previously delivered under the Plan until (a)
          all conditions of the Award have been met or removed to the
          satisfaction of the Company; (b) in the opinion of the Company's
          counsel, all other legal matters in connection with the issuance and
          delivery of such shares have been satisfied, including any applicable
          securities laws and any applicable stock exchange or stock market
          rules and regulations; and (c) the Participant has executed and
          delivered to the Company such representations or agreements as the
          Company may consider appropriate to satisfy the requirements of any
          applicable laws, rules or regulations.

     8.9  Acceleration. The Board may at any time provide that (a) any Options
          shall become immediately exercisable in full or in part; (b) any
          Restricted Stock Awards shall be free of some or all restrictions; or
          (c) any other stock-based Awards may become


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          exercisable in full or in part or free of some or all restrictions or
          conditions, or otherwise realizable in full or in part, as the case
          may be.

9.   Change in Control.

     9.1  A "Change in Control of the Company" shall occur or be deemed to have
          occurred only if one of the following events occurs:

          (a)  any "person", as such term is used in Sections 13(d) and 14(d) of
               the Exchange Act (other than (i) the Company; (ii) any trustee or
               other fiduciary holding securities under an employee benefit plan
               of the Company; or (iii) any corporation owned directly or
               indirectly by the stockholders of the Company in substantially
               the same proportion as their ownership of stock of the Company),
               becomes (after the closing of the first round of financing of the
               Company that raises at least $5,000,000) the "beneficial owner"
               (as defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of securities of the Company representing 50% or more
               of the combined voting power of the Company's then outstanding
               securities;

          (b)  during any period of two consecutive years ending during the term
               of the Plan (not including any period prior to the adoption of
               the Plan), individuals who at the beginning of such period
               constituted the Board of Directors of the Company together with
               any new director (other than a director designated by a person
               who has entered into an agreement with the Company to effect any
               transaction described in Section 9.1 (a), (c) or (d)) whose
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               election by the Board of Directors or nomination for election by
               the Company's stockholders was approved by a vote of at least
               two-thirds of the directors then still in office who were either
               directors at the beginning of the period or whose election or
               whose nomination for election was previously so approved, cease
               for any reason to constitute a majority of the Board of
               Directors;

          (c)  the stockholders of the Company approve a merger or consolidation
               of the Company with any other corporation, other than (i) a
               merger or consolidation which would result in 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 (ii) a merger
               or consolidation effected to implement a recapitalization of the
               Company (or similar transaction) in which no "person" (as defined
               above) acquires more than 50% of the combined voting power of the
               Company's then outstanding securities; or

          (d)  the stockholders of the Company approve a plan of complete
               liquidation of the Company or an agreement for the sale or
               disposition by the Company of all or substantially all of the
               Company's assets.

     9.2  In the event of a Change in Control of the Company, the Board may (but
          need not) take such action with respect to the then outstanding Awards
          (in addition to any actions the Board may take under Section 8) as it
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          in its sole and absolute discretion may determine.


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10.  Miscellaneous.

     10.1 No Right To Employment or Other Status. No person shall have any claim
          or right to be granted an Award, and the grant of an Award shall not
          be construed as giving a Participant the right to continued employment
          or any other relationship with the Company. The Company expressly
          reserves the right at any time to dismiss or otherwise terminate its
          relationship with a Participant free from any liability or claim under
          the Plan, except as otherwise expressly provided in the such
          Participant's Award.

     10.2 No Rights As Stockholder. Subject to the provisions of the applicable
          Award, no Participant or Designated Beneficiary shall have any rights
          as a stockholder with respect to any shares of Common Stock to be
          distributed with respect to an Award until becoming the record holder
          of such shares.

     10.3 Effective Date and Term of Plan. The Plan shall become effective on
          the date on which it is adopted by the Board. No Awards shall be
          granted under the Plan after the earlier of the tenth anniversary of
          (a) the date on which the Plan was adopted by the Board and (b) the
          date the Plan was approved by the Company's shareholders, but Awards
          granted within such period may extend beyond such tenth anniversary.

     10.4 Amendment of Plan. The Board may amend, suspend or terminate the Plan
          or any portion thereof at any time, provided that no amendment shall
          be made without stockholder approval if such approval is necessary to
          comply with any applicable tax or regulatory requirements. Amendments
          requiring stockholder approval shall become effective when adopted by
          the Board.

     10.5 Governing Law. The provisions of the Plan and all Awards made under
          the Plan shall be governed by and interpreted in accordance with the
          laws of the State of Delaware, without regard to any applicable
          conflicts of law provisions.

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            Adopted by the Board of Directors on September 7, 1999
               Approved by the Stockholders on September 8, 1999
           Amended by the Board of Directors as of November 9, 1999
               Amended by the Board of Directors on May 3, 2000
             Amended by the Board of Directors on August 17, 2000


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