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                                                                   EXHIBIT 10.11

                              [NAME OF CORPORATION]
                        FORM OF 2004 STOCK INCENTIVE PLAN

1.    PURPOSES

            [NAME OF CORPORATION], a [Delaware] corporation (the "COMPANY"),
desires to afford certain employees, directors and other persons providing
services for the Company or any parent corporation or subsidiary corporation of
the Company now existing or hereafter formed or acquired who are responsible for
the continued growth of the Company an opportunity to acquire a proprietary
interest in the Company, and thereby create in such persons an increased
interest in and a greater concern for the welfare of the Company and its
subsidiaries.

            The Company, by means of this 2004 Stock Incentive Plan (the
"PLAN"), seeks to retain for itself and any parent corporation or subsidiary
corporation of the Company the services of persons now holding key positions and
also to secure and retain the services of persons capable of filling such
positions.

            The stock options ("OPTIONS") and stock awards ("AWARDS") offered
pursuant to the Plan are a matter of separate inducement and are not in lieu of
any salary or other compensation for the services of any key employee,
non-employee director or consultant.

            The Options granted under the Plan are intended to be either
incentive stock options ("INCENTIVE OPTIONS") within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), or options that
do not meet the requirements for Incentive Options ("NON-QUALIFIED OPTIONS").
The Company makes no warranty, however, as to the qualification of any Option as
an Incentive Option.

2.    NUMBER OF SHARES SUBJECT TO THE PLAN

            Options and Awards granted under the Plan shall be exercisable for
shares of Common Stock, $0.01 par value per share (the "COMMON STOCK"). Subject
to Section 7 hereof, the total number of shares of Common Stock of the Company
authorized for issuance upon the exercise of Options or in connection with
Awards granted under the Plan shall not exceed, in the aggregate, [____](1)
shares of the Common Stock (the "POOL") upon adoption of the Plan. On each
anniversary of the date of adoption of the Plan, the aggregate number of shares
of Common Stock in the Pool at such time shall be increased by the percentage
set forth in Schedule A attached hereto attached hereto (such additional shares
of Common Stock are referred to herein as the "ADDITIONAL SHARES"). The shares
of Common Stock included in the Pool shall be referred to herein as the
"SHARES." The

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(1) This number shall equal 19% of the outstanding Common Stock of the Company
at Closing, calculated on a fully-diluted basis.

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maximum number of Shares that may be purchased or acquired upon the exercise of
Options or in connection with Awards granted under the Plan to any one person
shall not exceed, in the aggregate, [____] Shares.

            Shares available for issuance under the Plan may be either
authorized but unissued Shares, Shares of issued stock held in the Company's
treasury, or both, at the discretion of the Company. If and to the extent that
Options or Awards expire or are cancelled or otherwise terminated under the
Plan, the Shares covered by the unexercised portion of such Options or Awards
may again be subject to an Option or Award under the Plan.

            Except as provided in Sections 14 and 17 hereof, the Company may,
from time to time during the period beginning on [________], 2004 (the
"EFFECTIVE DATE"), the date of approval of the Plan by the Company's Board of
Directors (the "BOARD"), and ending on [_______], 2014 (the "TERMINATION DATE"),
grant to certain employees, directors and other persons providing services for
the Company or any parent corporation or subsidiary corporation of the Company
now existing or hereafter formed or acquired Incentive Options, Non-Qualified
Options, and/or Awards under the terms hereinafter set forth. No person shall
have any rights under any Option and/or Awards granted under the Plan unless and
until the Company and the person to whom the Option and/or was granted have
executed and delivered a written agreement with the Company containing
provisions setting forth the terms of the Option and/or Award (an "OPTION/AWARD
AGREEMENT").

            As used in the Plan, the term "PARENT CORPORATION" and "SUBSIDIARY
CORPORATION" shall mean a corporation within the definitions of such terms
contained in Sections 424(e) and 424(f) of the Code, respectively.

3.    ADMINISTRATION OF THE PLAN

            The Board shall administer the Plan, provided that the Board may,
from time to time, designate from among its members a compensation committee,
which may also be any other committee of the Board (the "COMMITTEE"), to
administer the Plan. Whenever the Company shall have any class of equity
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), the Committee shall be composed solely of
two or more members who are "NON-EMPLOYEE DIRECTORS" within the meaning of Rule
16b-3, as amended ("RULE 16B-3") promulgated under the Exchange Act and "OUTSIDE
DIRECTORS" within the meaning of Treasury Regulation Section 1.162-27(e)(3)
under Section 162(m) of the Code, and shall meet such other conditions as
required by Rule 16b-3 or other applicable rules under Section 16(b) of the
Exchange Act. A majority of the members of the Committee shall constitute a
quorum and the act of a majority of the members of the Committee shall be the
act of the Committee. If the Board administers the Plan, then any reference
herein, or in any agreement granting Options or Awards pursuant to the Plan, to
the Committee shall, unless the context otherwise requires, include references
to the Board, as appropriate.

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            Subject to the express provisions of the Plan, the Committee shall
have the authority, in its sole discretion, to determine the employees,
directors and service providers to the Company or any parent corporation or
subsidiary corporation to whom Options or Awards shall be granted (the
"OPTIONHOLDERS"), the time when such persons shall be granted Options or Awards,
the number of Shares which shall be subject to each Option or Award, the
purchase price of each Share which shall be subject to each Option or Award, the
period(s) during which such Options shall be exercisable (whether in whole or
part), and the other terms and provisions thereof (which need not be identical).
In determining the persons to whom Options or Awards shall be granted and the
number of Shares for which Options or Awards are to be granted to each person,
the Committee shall give due consideration to, among other things, the length of
service, performance and the responsibilities and duties of such person.
Notwithstanding the foregoing, Schedule B to this Plan sets forth a list of
persons who shall receive grants of Options as of the Effective Date and the
number and type of Options to be granted to each.

            Notwithstanding any provision of this Plan to the contrary, as of
the date that any Additional Shares become available under Section 2 of the
Plan, the Committee shall grant Options in respect of all of such Additional
Shares to such persons as the Committee shall determine, subject to any
contractual commitments the Company may have made with respect to such
allocation.

            Subject to the express provisions of the Plan, the Committee also
shall have the authority to construe the Plan and the Options and Awards granted
hereunder, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the Options and Awards (which
need not be identical) and to make all other determinations necessary or
advisable for administering the Plan.

            The Committee may establish performance standards for determining
the periods during which Options or Awards shall be granted or exercisable,
including without limitation, standards based on the earnings of the Company and
its subsidiaries for various fiscal periods. The Committee shall define such
performance criteria and, from time to time, the Committee in its sole
discretion and in administering the Plan may make such adjustments to such
performance criteria for any fiscal period so that extraordinary or unusual
charges or credits, acquisitions, mergers, consolidations, and other corporate
transactions and other elements of or factors influencing the calculations of
earnings or any other performance standard do not distort or affect the
operation of the Plan in an a manner inconsistent with the achievement of its
purpose. Any and all such performance standards shall be set forth in the
applicable Award Agreement(s).

            Any determination of the Committee on the matters referred to in
this Section 3 shall be conclusive.

            The Committee may delegate to one or more of its members, or to one
or more agents, such administrative duties as it may deem advisable, and the
Committee, or any person to whom it has delegated duties as aforesaid, may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee may employ
such legal or other counsel,

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consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion or computation received from any such
counsel, consultant or agent. Expenses incurred by the Committee in the
engagement of such counsel, consultant or agent shall be paid by the Company or
such subsidiary corporation or parent corporation of the Company whose employees
have benefited from the Plan, as determined by the Committee. No member or
former member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Awards or
Options granted hereunder.

4.    ELIGIBILITY

            Options or Awards may be granted only to key employees, non-employee
directors and consultants providing services to the Company or any parent
corporation or subsidiary corporation of the Company now existing or hereafter
formed or acquired; provided, however that Incentive Options may only be granted
to key employees of the Company or any parent corporation or subsidiary
corporation of the Company now existing or hereafter formed or acquired. The
Plan does not create a right in any person to participate in, or be granted
Options or Awards under, the Plan.

5.    OPTIONS

      A.    OPTION PRICE AND PAYMENT

            The price for each Share purchasable under any Option granted
hereunder shall be determined by the Committee; provided, however, that in the
case of an Incentive Option, the purchase price for each Share shall not be less
than one hundred percent (100%) of the Fair Market Value (as defined below) per
Share at the date the Option is granted; and provided further, that in the case
of an Incentive Option granted to a key employee who, at the time such Option is
granted, owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any subsidiary
corporation or parent corporation, the purchase price for each Share shall be
not less than one hundred ten percent (110%) of the Fair Market Value per Share
at the date the Option is granted. In determining the stock ownership of a key
employee for any purpose under the Plan, the rules of Section 424(d) of the Code
shall be applied, and the Committee may rely on representations of fact made to
it by the key employee and believed by it to be true.

            For purposes of the Plan, the "FAIR MARKET VALUE" of the Shares with
respect to any date of determination, means:

            (i)   $[___] per Share as of the date hereof;

            (ii)  if the Shares are listed or admitted to trading on a national
securities exchange in the United States or reported through The Nasdaq Stock
Market ("NASDAQ") then the closing sale price on such exchange or Nasdaq on such
date or, if no trading occurred or quotations were available on such date, then
the closest preceding date on which such Shares were traded or quoted; or

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            (iii) if not so listed or reported but a regular, active public
market for the Shares exists (as determined in the sole discretion of the
Committee, whose discretion shall be conclusive and binding), then the average
of the closing bid and ask quotations per Share in the over-the-counter market
for such Shares in the United States on such date or, if no such quotations are
available on such date, then on the closest date preceding such date. For
purposes of the foregoing, a market in which trading is sporadic and the ask
quotations generally exceed the bid quotations by more than fifteen percent
(15%) shall not be deemed to be a "regular, active public market."

            If the Board determines that a regular, active public market does
not exist for the Shares, the Board shall determine the Fair Market Value of the
Shares in its good faith judgment based on the total number of shares of Common
Stock then outstanding, taking into account all outstanding options, warrants,
rights or other securities exercisable or exchangeable for, or convertible into,
shares of Common Stock. The Board shall make its determination of Fair Market
Value from time to time not less than annually (the "VALUATION") and such
determination shall remain in effect until the Board makes the next Valuation
(provided that, at any relevant date of determination, the Valuation
approximates the Fair Market Value at that date and, if it does not, the Board
shall make a new determination of Fair Market Value which shall apply until the
next Valuation). Notwithstanding the foregoing, if an investment banker or
appraiser appointed by the Company makes a determination of Fair Market Value
subsequent to a Valuation, such subsequent determination shall supersede the
Valuation then in effect and shall establish the Fair Market Value until the
next Valuation.

            For purposes of this Plan, the determination of the Board of the
Fair Market Value shall be conclusive.

            Upon the exercise of an Option granted hereunder, the Company shall
cause the purchased Shares to be issued only when it shall have received the
full purchase price therefor in cash; provided, however, that in lieu of cash,
the holder of an Option may, if the terms of such Option so provide and to the
extent permitted by applicable law, exercise an Option (a) in whole or in part,
by delivering to the Company shares of Common Stock (in proper form for transfer
and accompanied by all requisite stock transfer tax stamps or cash in lieu
thereof) owned by such holder having a Fair Market Value equal to the cash
exercise price applicable to that portion of the Option being exercised, the
Fair Market Value of the shares of Common Stock so delivered to be determined as
of the date immediately preceding the date of exercise, or as otherwise may be
required to comply with or conform to the requirements of any applicable law or
regulations, or (b) by delivering to the Company such other form of payment as
the Committee shall permit in its sole discretion at the time of grant of the
Option; provided that any such shares of Common Stock to be delivered by the
holder of an Option shall have been owned by such holder for at least six (6)
months, unless the Board has waived such condition in its sole discretion.

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      B. TERMS OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE

            Any Option granted hereunder shall be exercisable at such times, in
such amounts and during such period or periods as the Committee shall determine
at the date of the grant of such Option; provided, however, that an Incentive
Option shall not be exercisable after the expiration of ten (10) years from the
date such Option is granted; and provided further, that in the case of an
Incentive Option granted to a key employee who, at the time such Incentive
Option is granted, owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or of any
subsidiary corporation or parent corporation of the Company, such Incentive
Option shall not be exercisable after the expiration of seven (7) years from the
date such Incentive Option is granted.

            The Committee shall have the right to accelerate, in whole or in
part, from time to time, conditionally or unconditionally, rights to exercise
any Option granted hereunder.

            To the extent that an Option granted hereunder is not exercised
within the period of exercisability specified therein, it shall expire as to the
then unexercised part.

            Except as otherwise provided under the Code, to the extent that the
aggregate Fair Market Value of stock for which Incentive Options (under all
stock option plans of the Company and of any parent corporation or subsidiary
corporation of the Company) are exercisable for the first time by a key employee
during any calendar year exceeds one hundred thousand dollars ($100,000), such
Options shall be treated as Non-Qualified Options. For purposes of this
limitation, (a) the Fair Market Value of stock is determined as of the time the
Option is granted and (b) Options will be taken into account in the order in
which they were granted.

            In no event shall an Option granted hereunder be exercised for a
fraction of a Share.

            A person entitled to receive Shares upon the exercise of an Option
granted hereunder shall not have the rights of a stockholder with respect to
such Shares until the date of issuance of a stock certificate to him or her for
such Shares; provided, however, that until such stock certificate is issued, any
holder of an Option using previously acquired shares of Common Stock in payment
of the exercise price shall continue to have the rights of a stockholder with
respect to such previously acquired shares of Common Stock.

      C. TERMINATION OF EMPLOYMENT OR SERVICE

            Upon termination of employment of any employee or termination of
service of any non-employee director or of any consultant with the Company and
all subsidiary corporations and parent corporations of the Company, any unvested
Option previously granted to such person, unless otherwise specified by the
Committee in the applicable Option/Award Agreement or otherwise, to the extent
not theretofore exercised, shall terminate and become null and void. Vested
Options shall remain exercisable

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following termination of employment or termination of service to the extent set
forth in the applicable Option/Award Agreement

            If an Option granted hereunder shall be exercised by the legal
representative of a deceased Optionholder or by a person who acquired an Option
granted hereunder by bequest or inheritance or by reason of the death of any
current or former employee, non-employee director or consultant, written notice
of such exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such legal representative or
other person to exercise such Option.

            For purposes of the Plan, the term "FOR CAUSE" shall mean (a) with
respect to an employee who is a party to a written employment agreement with the
Company or a subsidiary corporation or parent corporation of the Company, which
agreement contains a definition of "for cause" or "cause" (or words of like
import) for purposes of termination of employment or services thereunder by the
Company or such subsidiary corporation or parent corporation of the Company,
"for cause" or "cause" as defined therein; or (b) in all other cases, as
determined by the Committee or the Board in its sole discretion, (i) the
intentional or willful commission or failure due to bad faith by an Optionholder
of an act that causes or may cause substantial damage or significant injury to
the Company or a subsidiary corporation or parent corporation of the Company;
(ii) the commission by an Optionholder of an act of fraud or willful dishonesty
in the performance of such Optionholder's duties on behalf of the Company or a
subsidiary corporation or parent corporation of the Company; (iii) conviction of
an Optionholder for commission of a felony or a plea of guilty or nolo
contendere to a felony; (iv) the breach by an Optionholder of any
non-competition, non-solicitation or confidentiality provision or agreement
entered into with the Company or a subsidiary corporation or parent corporation
of the Company; (v) the Optionholder's being repeatedly under the influence of
illegal drugs and alcohol while performing his duties to the Company or a
subsidiary corporation or parent corporation of the Company, or (vi) the
continuing willful failure of an Optionholder to perform the duties of such
Optionholder to the Company or a subsidiary corporation or parent corporation of
the Company that has not been cured within fifteen (15) days after written
notice thereof has been given to the Optionholder by the Committee or its
designee.

            For purposes of the Plan, the term "DISABILITY" means (a) with
respect to an Optionholder who is a party to a written employment agreement with
the Company, which agreement contains a definition for "disability" or
"permanent disability" (or words of like import) for purposes of termination of
employment thereunder by the Company, "disability" or "permanent disability" in
the most recent agreements, or (b) in all other cases, means, as determined by
the Committee or the Board in its sole discretion, (i) such Optionholder's
inability to perform substantially his or her duties and responsibilities to the
Company or any subsidiary corporation or parent corporation any reason of
physical or mental illness, injury, infirmity or condition for a continuous
period of six (6) months or one or more periods aggregating twelve (12) months
in any two-year period or (ii) such Optionholder has been determined to be
disabled under the Company's long term disability plan, if any, and/or under the
Federal Social Security Act.

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            For purposes of the Plan, an employment relationship shall be deemed
to exist between an individual and a corporation if, at the time of
determination, the individual is an "employee" of such corporation for purposes
of Section 422(a) of the Code. An employment relationship shall be deemed to
continue while an individual is on a bona fide leave of absence if the period of
such leave does not exceed ninety (90) days or, if longer, if such individual's
right to reemployment is guaranteed by statute or contract.

            A termination of employment shall not be deemed to occur by reason
of (i) the transfer of an employee from employment by the Company to employment
by a subsidiary corporation or a parent corporation of the Company or (ii) the
transfer of an employee from employment by a subsidiary corporation or a parent
corporation of the Company to employment by the Company or by another subsidiary
corporation or parent corporation of the Company.

      D. EXERCISE OF OPTIONS

            Subject to the limitations on exercise referred to in Sections 5.B
and 5.C hereof, Options granted under the Plan shall be exercised by the
Optionholder as to all or part of the Shares covered thereby by giving written
notice of exercise to the Corporate Secretary of the Company at the principal
business office of the Company, specifying the number of Shares to be purchased
(including the class of such Shares), and specifying a business day not more
than fifteen (15) days from the date such notice is given for the payment of the
purchase price against delivery of the Shares being purchased. Subject to the
terms of Sections 9, 10 and 11 hereof, the Company shall cause certificates for
the Shares so purchased to be delivered at the principal business office of the
Company, against payment of the full purchase price, on the date specified in
the notice of exercise.

      E. NON-TRANSFERABILITY OF OPTIONS

            An Option granted hereunder shall not be transferable, whether by
operation of law or otherwise, other than (i) by will, (ii) the laws of descent
or distribution or (ii) in the case of Non-Qualified Options, to (a) any spouse,
lineal descendant, sibling, parent, heir, executor, administrator, testamentary
trustee, legatee or beneficiary of such Optionholder or (B) a trust that is for
the exclusive benefit of such Optionholder or the person set forth under clause
(a) above (each a "PERMITTED TRANSFEREE"), and any Option granted hereunder
shall be exercisable, during the lifetime of the holder, only by such holder.
Except to the extent provided above, Options may not be assigned, transferred,
pledged, hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
proceeding. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of an Option granted hereunder contrary to the provisions hereof,
and the levy of any attachment or similar proceeding upon such Option, shall be
null and void and without effect.

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      F. STOCKHOLDER AGREEMENT

            It shall be a condition to the exercise of any Option hereunder that
the Optionholder agrees to become a party to, and bound by, that certain
Stockholders' Agreement dated as of [________] (the "STOCKHOLDERS' AGREEMENT")
as a "Stockholder" and the transfer restrictions and repurchase rights set forth
therein, which Stockholders' Agreement may be amended or modified from time to
time as more fully specified therein; provided, however that in the event that
the Stockholders' Agreement is amended after the Effective Date in any material
respect and the terms of such amendment are less favorable to an Optionholder
than to the "Stockholders" therein other than the Quadrangle Investors and the
Behrman Investors, the more favorable provisions of such Agreement prior to such
amendment shall be applicable to the Optionholder. In addition to the foregoing
and notwithstanding anything to the contrary set forth in the Stockholders'
Agreement, after an initial public offering of the Company's equity securities
pursuant to a registration statement declared effective by the Securities and
Exchange Commission (an "IPO"), each Optionholder (together with his or her
Permitted Transferees) may only transfer Shares issued or issuable upon exercise
of Options as follows:

            (a) to Permitted Transferees; and

            (b) to any transferee or number of transferees, a number of Shares
equal to the product of (i) the sum of all Shares then issued or issuable to
such Optionholder pursuant to Options granted hereunder multiplied by (ii) one
(1) minus Quadrangle's Pro Forma Ownership (for each Optionholder, the
"TRADEABLE Shares"). "QUADRANGLE'S PRO FORMA OWNERSHIP" shall be the quotient of
(i) the number of shares of Common Stock (calculated on an as-converted basis)
then owned by Affiliates of Quadrangle Capital Partners LP, Quadrangle Select
Partners LP and Quadrangle Capital Partners-A LP (collectively, the "QUADRANGLE
ENTITIES") after taking into consideration any shares of Common Stock to be sold
by Affiliates of the Quadrangle Entities as part of an offering into which the
Optionholder may also wish to be participating and (ii) the number of shares of
Common Stock owned by Affiliates of the Quadrangle Entities immediately prior to
an IPO. For the avoidance of doubt, in the event the number of Tradeable Shares
is less than the number of Shares the Optionholder has already transferred to
non-Permitted Transferees other than pursuant to clause (c) below, the
Optionholder would not be allowed to transfer any additional Shares; and

            (c) to any transferee or number of transferees in addition to that
number of Shares described in clause (b) above, in any one year, a number of
Shares equal to 10% of the Shares issued to such Optionholder or issuable to
such Optionholder pursuant to vested Options; provided however, that the
aggregate number of Shares transferable pursuant to this clause (c) shall not
exceed the number of Shares equal to 25% of the Shares issued to such
Optionholder or issuable to such Optionholder pursuant to vested Options.

6. STOCK AWARDS

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            The Committee may, in its discretion, grant Awards (which may
include mandatory payment of bonus incentive compensation in stock) consisting
of Common Stock issued or transferred to participants with or without other
payments therefor. Awards may be subject to such terms and conditions as the
Committee determines appropriate, including, without limitation, restrictions on
the sale or other disposition of such Shares, and the right of the Company to
reacquire such Shares for no consideration upon termination of the participant's
employment or service within specified periods. The Committee may require the
participant to deliver a duly signed stock power, endorsed in blank, relating to
the Common Stock covered by such an Award. The Committee may also require that
the stock certificates evidencing such Shares be held in custody or bear
restrictive legends until the restrictions thereon shall have lapsed. The Award
shall specify whether the participant shall have, with respect to the Shares
subject to an Award, all of the rights of a holder of Common Stock, including
the right to receive dividends and to vote the Shares. The Shares underlying any
such Award shall be subject to the transfer restriction set forth in Section
5(f) above. It shall be a condition to the grant of any Award hereunder that the
participant agree to become a party to and bound by the Stockholders' Agreement
containing certain transfer restrictions set forth therein, which Stockholders'
Agreement may be amended or modified from time to time as more fully specified
therein in connection with the grant of the Award.

7.    ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS

            If by reason of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, recapitalization or liquidation
the Board shall authorize the issuance or assumption of a stock option in a
transaction to which Section 424(a) of the Code applies, then, notwithstanding
any other provision of this Plan, the Board may grant an option upon such terms
and conditions as it may deem appropriate for the purpose of assumption of old
option, or substitution of a new option for the old option, in conformity with
the provisions of said Section 424(a) of the Code and the Treasury Regulations
thereunder.

            Notwithstanding any other provision contained herein, in the event
of any change in the Shares subject to the Plan or to any Option or other right
to acquire Shares granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares, or other like
change in the capital structure of the Company), an adjustment shall be made to
each outstanding Option or other right to acquire Shares under the Plan such
that each such Option or right shall thereafter be exercisable for such
securities, cash and/or other property as would have been received in respect of
the Shares subject to such Option or right had such Option or right been
exercised in full immediately prior to such change, and such an adjustment shall
be made successively each time any such change shall occur. The term "Shares"
after any such change shall refer to the securities, cash and/or property then
receivable upon exercise of an Option or other right to acquire Shares under the
Plan. In addition, in the event of any such change, the Committee shall make any
further adjustment to the maximum number of Shares which may be acquired under
the Plan pursuant to the exercise of Options or other right to acquire Shares,
the maximum number of Shares for which Options or Awards may be granted to any
one

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participant and the number of Shares and exercise price per Share subject to
outstanding Options or other right to acquire Shares under the Plan as shall be
equitable to prevent dilution or enlargement of rights under such Options or
rights, and the determination of the Committee as to these matters shall be
conclusive and binding on the Optionholder; provided, however, that (a) each
such adjustment with respect to an Incentive Option shall comply with the rules
of Section 424(a) of the Code (or any successor provision) and (b) in no event
shall any adjustment be made which would render any Incentive Option granted
hereunder other than an "incentive stock option" as defined in Section 422 of
the Code.

            Except as specifically provided in the agreement granting the Option
or Award, in the event of a Change in Control (as defined below), and in
anticipation thereof if required by the circumstances, the Board, in its sole
discretion may also (i) accelerate the exercisability, prior to the effective
date of such change in control, of additional percentages of all outstanding
Options granted under this Plan (and redesignate as Non-Qualified Options any
Options or portions thereof that were originally designated as Incentive Options
but that no longer so qualify under Section 422 of the Code), (ii) arrange, if
there is a surviving or acquiring corporation, subject to the consummation of a
change in control, to have that corporation or an affiliate of that corporation
grant to employees and other optionholders replacement options with
substantially similar or, if not adverse to the optionholders, different
provisions with respect to exercisability (upon which grant the Options granted
under this Plan shall immediately terminate and be of no further force or
effect) which, however, in the case of Incentive Options, satisfy, in the
determination of the Board, the requirements of Section 424(a) of the Code,
(iii) cancel all outstanding Options in exchange for consideration in cash or in
kind in an amount equal to the value of the Shares, as determined by the Board
in good faith, the optionholder would have received had the Option been
exercised (to the extent then exercisable or to a greater extent, including in
full, as the Board may determine) less the option price therefor (upon which
cancellation such Options shall immediately terminate and be of no further force
or effect), (iv) permit the purchaser of the Company's stock or assets to
deliver to the optionholders the same kind of consideration that is delivered to
the stockholders of the Company in cancellation of such Options in an amount
equal to the value of the Shares as determined by the Board in good faith, the
optionholder would have received had the Option been exercised (to the extent
then exercisable or to a greater extent, including in full, as the Board may
determine), less the option price therefor, or (v) take any combination (or
none) of the foregoing actions.

            For purposes of the Plan, a "CHANGE IN CONTROL" shall occur if (a) a
sale, merger or similar transaction involving the Corporation, in one or more
related transactions, as the result of which (i) those persons who held 100% of
the voting stock of the Corporation immediately prior to such transaction hold
less than 50% of the voting stock of the Corporation (or the surviving or
resulting entity) after giving effect to such transaction and (ii) Affiliates of
the Quadrangle Entities, collectively, no longer hold the largest number of
shares of the voting stock of the Corporation (or the surviving or resulting
entity) held by any holder (together with the Affiliates of such holder) of
shares of the voting stock of the Corporation (or the surviving or resulting
entity) after giving effect to such transaction, (b) the sale of all or
substantially all of the property or assets of

                                       11

<PAGE>

the Company to any unaffiliated person or entity other than one of the Company's
subsidiaries is consummated or (c) the liquidation, dissolution or winding up of
the Company. For purposes of this Plan, an "AFFILIATE" means, with respect to
any person, any other person directly or indirectly controlling, controlled by
or under common control with such person; provided that no securityholder of the
Company or any parent corporation or subsidiary corporation of the Company shall
be deemed an Affiliate of any person solely by reason of an investment in the
Company or any parent corporation or subsidiary corporation of the Company. For
the purposes of this Plan, the term "CONTROL" (including, with correlative
meanings, the terms "CONTROLLING", "CONTROLLED BY" and "UNDER COMMON CONTROL
WITH"), as used with respect to any person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such person, whether through the ownership of voting securities,
by contract or otherwise.

8.    RIGHT TO TERMINATE EMPLOYMENT OR SERVICE

            The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the employment
or service of any Optionholder and it shall not impose any obligation on the
part of any Optionholder to remain in the employ or service of the Company or
any subsidiary corporation or parent corporation thereof.

9.    COMPLIANCE WITH LEGAL REQUIREMENTS.

            The Committee may refuse to issue or transfer any Shares or other
consideration under an Option if, acting in its sole discretion, it determines
that the issuance or transfer of such Shares or such other consideration might
violate any applicable law or regulation or entitle the Company to recover the
same under Section 16(b) of the Exchange Act, and any payment tendered to the
Company by an Optionholder in connection therewith shall be promptly refunded to
the relevant Optionholder. Without limiting the generality of the foregoing, no
Option granted hereunder shall be construed as an offer to sell securities of
the Company, unless and until the Committee in its sole discretion has
determined that any such offer, if made, would be in compliance with all
applicable requirements of the federal and state securities laws and any other
laws to which such offer, if made, would be subject.

10.   ISSUANCE OF STOCK CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES

            Upon any exercise of an Option or acquisition of Shares granted
hereunder and payment of the purchase price therefor, a certificate or
certificates representing the Shares shall be issued by the Company in the name
of the person exercising the Option and shall be delivered to or upon the order
of such person.

            The Company may endorse such legend or legends upon the certificates
for Shares issued pursuant to the Plan and may issue such "stop transfer"
instructions to its transfer agent in respect of such Shares as the Committee,
in its sole discretion, determines to be necessary or appropriate to (a) prevent
a violation of, or to comply with

                                       12

<PAGE>

the procedures for an exemption from, the registration requirements of the
Securities Act, (b) implement the provisions of the Plan and any agreement
between the Company and the Optionholder with respect to such Shares or (c)
permit the Company to determine the occurrence of a disqualifying disposition,
as described in Section 421(b) of the Code, of Shares transferred upon exercise
of an Incentive Option granted under the Plan.

            The Company shall pay all issue or transfer taxes with respect to
the issuance or transfer of Shares, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer, except
fees and expenses which may be necessitated by the filing or amending of a
registration statement under the Securities Act (other than any registration
statement on Form S-8), which fees and expenses shall be borne by the recipient
of the Shares unless such registration statement has been filed by the Company
for its own corporate purposes (and the Company so states) in which event the
recipient of the Shares shall bear only such fees and expenses as are
attributable solely to the inclusion of the Shares an Optionholder receives in
the registration statement.

            All Shares issued as provided herein shall be fully paid and
nonassessable to the extent permitted by law.

11.   WITHHOLDING TAXES

            All payments or distributions of Options or Awards made pursuant to
the Plan shall be net of any amounts required to be withheld pursuant to
applicable federal, state and local tax withholding requirements. If the Company
proposes or is required to distribute Common Stock pursuant to the Plan, it may
require the recipient to remit to it or to the corporation that employs such
recipient an amount sufficient to satisfy such tax withholding requirements
prior to the delivery of any certificates for such Common Stock. In lieu
thereof, the Company or the employing corporation shall have the right to
withhold the amount of such taxes from any other sums due or to become due from
such corporation to the recipient as the Committee shall prescribe. The
Committee may, in its discretion and subject to such rules permit an optionee to
pay all or a portion of the federal, state and local withholding taxes arising
in connection with any Option or Award consisting of shares of Common Stock by
delivering to the Company shares of Common Stock (in proper form for transfer
and accompanied by all requisite stock transfer tax stamps or cash in lieu
thereof) having a Fair Market Value equal to the amount of tax to be withheld,
such tax calculated at rates required by statute or regulation; provided that
any such shares withheld shall have been owned by the optionee or award or right
holder for at least six (6) months.

12.   LISTING OF SHARES AND RELATED MATTERS

            If at any time the Committee shall determine that the listing,
registration or qualification of the Shares subject to an Option or other right
to acquire Shares on any securities exchange or under any applicable law, or the
consent or approval of any governmental regulatory authority, is necessary or
desirable as a condition of, or in connection with, the granting of an Option or
Award, or the issuance of Shares

                                       13

<PAGE>

thereunder, such Option or Award may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.

13.   AMENDMENT OF THE PLAN

            The Board may, from time to time, amend the Plan, provided that no
amendment shall be made, without the approval of the stockholders of the
Company, that will (a) increase the total number of Shares issuable under the
Plan or the maximum number of Shares for which Options and Awards may be granted
to any one Optionholder (other than an increase resulting from an adjustment
provided for in Section 7 hereof), (b) reduce the exercise price of any
Incentive Option granted hereunder or (c) modify the provisions of the Plan
relating to eligibility. The Committee shall be authorized to amend the Plan and
the Options granted thereunder to permit the Incentive Options granted
thereunder to qualify as "incentive stock options" within the meaning of Section
422 of the Code and the Treasury Regulations promulgated thereunder. The rights
and obligations under any Option or Award granted before amendment of the Plan
or any unexercised portion of such Option or Award shall not be adversely
affected by amendment of the Plan or the Option or Award without the consent of
the holder of such Option or Award.

14.   TERMINATION OR SUSPENSION OF THE PLAN

            The Board may at any time suspend or terminate the Plan. The Plan,
unless sooner terminated under Section 17 or by action of the Board, shall
terminate at the close of business on the Termination Date. Options or Awards
may not be granted while the Plan is suspended or after it is terminated. Rights
and obligations under any Option or Award granted while the Plan is in effect
shall not be altered or impaired by suspension or termination of the Plan,
except upon the consent of the person to whom the Option or other right was
granted. The power of the Committee to construe and administer any Options or
Awards under Section 3 that are granted prior to the termination or suspension
of the Plan shall continue after such termination or during such suspension.

15.   GOVERNING LAW

            The Plan, the Options and Awards granted hereunder and all related
matters shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware from time to time obtaining.

16.   PARTIAL INVALIDITY

            The invalidity or illegality of any provision herein shall not be
deemed to affect the validity of any other provision.

17.      EFFECTIVE DATE

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<PAGE>

            The Plan shall become effective at 5:00 P.M., New York City time, on
the Effective Date; provided, however, that if the Plan is not approved by a
vote of the stockholders of the Company at an annual meeting or any special
meeting, or by unanimous written consent of the stockholders, within (12) months
after the Effective Date, the Plan and any Options and Awards granted thereunder
shall terminate.

                                       15

<PAGE>

                                Table of Contents

<TABLE>
<S>                                                                                           <C>
1.       Purposes....................................................................          1

2.       Number of Shares Subject to the Plan........................................          1

3.       Administration of the Plan..................................................          2

4.       Eligibility.................................................................          3

5.       Options.....................................................................          4

         A.       Option Price and Payment...........................................          4

         B.       Terms of Options and Limitations on the Right of Exercise..........          5

         C.       Termination of Employment or Service...............................          6

         D.       Exercise of Options................................................          9

         E.       Non-Transferability of Options.....................................          9

         F.       Stockholders' Agreement............................................          9

6.       Stock Awards................................................................          9

7.       Adjustment of Shares; Effect of Certain Transactions........................         10

8.       Right to Terminate Employment or Service....................................         11

9.       Purchase for Investment.....................................................         12

10.      Issuance of Stock Certificates; Legends; Payment of Expenses................         12

11.      Withholding Taxes...........................................................         13

12.      Listing of Shares and Related Matters.......................................         13

13.      Amendment of the Plan.......................................................         13

14.      Termination or Suspension of the Plan.......................................         14

15.      Governing Law...............................................................         14

16.      Partial Invalidity..........................................................         14

17.      Effective Date..............................................................         14
</TABLE>

<PAGE>

                              [NAME OF CORPORATION]

                            2004 STOCK INCENTIVE PLAN

                          EFFECTIVE AS OF [___________]