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                                                                  EXHIBIT 10.4.2

                                                             OPTION NO.: _______



                               MDMI HOLDINGS, INC.
                              AMENDED AND RESTATED
                      2000 STOCK OPTION AND INCENTIVE PLAN


                      NON-INCENTIVE STOCK OPTION AGREEMENT


MDMI Holdings, Inc., a Colorado corporation (the "Company"), hereby grants an
option to purchase shares of its common stock, $.01 par value, (the "Stock") to
the optionee named below. The terms and conditions of the option are set forth
in this cover sheet, in the attachment and in the Company's 2000 Stock Option
and Incentive Plan (the "Plan").

Grant Date:                    , 200
           --------------------     --

Name of Optionee:
                 ---------------------------------------------------

Optionee's Social Security Number:     -    -
                                  ----- ---- -----

Number of Shares Covered by Option:
                                   ----------------

Option Price per Share: $     .
                         ----- ---

Vesting Start Date:                  ,
                   ------------------  --------

         BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH
IS ALSO ATTACHED. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN, AND
AGREE THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT
SHOULD APPEAR TO BE INCONSISTENT.


Optionee:
           ---------------------------------------------------------------------
                                   (Signature)

Company:
           ---------------------------------------------------------------------
                                   (Signature)

           Title:
                 ---------------------------------------------------------------


Attachment

This is not a stock certificate or a negotiable instrument.



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                               MDMI HOLDINGS, INC.
            AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN

                      NON-INCENTIVE STOCK OPTION AGREEMENT


NON-INCENTIVE STOCK                 This option is not intended to be an
OPTION                              incentive stock option under Section 422 of
                                    the Internal Revenue Code and will be
                                    interpreted accordingly.

VESTING                             This option is only exercisable before it
                                    expires and then only with respect to the
                                    vested portion of the option. Subject to the
                                    preceding sentence, you may exercise this
                                    option, in whole or in part, to purchase a
                                    whole number of vested shares not less than
                                    100 shares, unless the number of shares
                                    purchased is the total number available for
                                    purchase under the option, by following the
                                    procedures set forth in the Plan and below
                                    in this Agreement.

                                    Your right to purchase shares of Stock
                                    under this option vests as to
                                    ________(_____) of the total number of
                                    shares covered by this option, as shown on
                                    the cover sheet, on the one-year anniversary
                                    of the Vesting Start Date ("Anniversary
                                    Date"), provided you then continue in
                                    Service. Thereafter, for each such vesting
                                    date that you remain in Service, the number
                                    of shares of Stock which you may purchase
                                    under this option shall vest at the rate of
                                    _________ (______) per month as of the first
                                    day of each month following the month of the
                                    Anniversary Date. The resulting aggregate
                                    number of vested shares will be rounded to
                                    the nearest whole number, and you cannot
                                    vest in more than the number of shares
                                    covered by this option.

                                    No additional shares of Stock will vest
                                    after your Service has terminated for any
                                    reason. For purposes of this Agreement,
                                    "Service" means service as an employee or
                                    consultant of the Company or one of its
                                    affiliates.

TERM                                Your option will expire in any event at the
                                    close of business at Company headquarters on
                                    the day before the 10th anniversary of the
                                    Grant Date, as shown on the cover sheet.
                                    Your option will expire earlier if your
                                    Service terminates, as described below.

REGULAR TERMINATION                 If your Service terminates for any reason,
                                    other than death, Disability or Cause, then
                                    your option will expire at the close of
                                    business at Company headquarters on the 90th
                                    day after your termination date.

TERMINATION FOR                     If your Service is terminated for Cause,
CAUSE                               then you shall immediately forfeit all
                                    rights to your option and the option shall
                                    immediately expire.



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                                    For purposes of this Agreement, "Cause"
                                    means, as determined by the Board and unless
                                    otherwise provided in an applicable
                                    employment agreement with the Company or its
                                    affiliate, (i) gross negligence or willful
                                    misconduct in connection with the
                                    performance of duties; (ii) conviction of a
                                    criminal offense (other than minor traffic
                                    offenses); or (iii) material breach of any
                                    term of any employment, consulting or other
                                    services, confidentiality, intellectual
                                    property or non-competition agreements, if
                                    any, between you and the Company or an
                                    affiliate.

DEATH                               If your Service terminates because of your
                                    death, then your option will expire at the
                                    close of business at Company headquarters on
                                    the date twelve (12) months after the date
                                    of death. During that twelve month period,
                                    your estate or heirs may exercise the vested
                                    portion of your option.

                                    In addition, if you die during the 90-day
                                    period described in connection with a
                                    regular termination (i.e., a termination of
                                    your Service not on account of your death,
                                    Disability or Cause), and a vested portion
                                    of your option has not yet been exercised,
                                    then your option will instead expire on the
                                    date twelve (12) months after your
                                    termination date. In such a case, during the
                                    period following your death up to the date
                                    twelve (12) months after your termination
                                    date, your estate or heirs may exercise the
                                    vested portion of your option.

DISABILITY                          If your Service terminates because of your
                                    Disability, then your option will expire at
                                    the close of business at Company
                                    headquarters on the date twelve (12) months
                                    after your termination date. For purposes of
                                    this Agreement, "Disability" means, as
                                    determined by the Board, you are unable to
                                    perform each of the essential duties of your
                                    position by reason of a medically
                                    determinable physical or mental impairment
                                    which is potentially permanent in character
                                    or which can be expected to last for a
                                    continuous period of not less than 12
                                    months.

LEAVES OF ABSENCE                   For purposes of this option, your Service
                                    does not terminate when you go on a bona
                                    fide employee leave of absence that was
                                    approved by the Company in writing, if the
                                    terms of the leave provide for continued
                                    Service crediting, or when continued Service
                                    crediting is required by applicable law.
                                    However, your Service will be treated as
                                    terminating 90 days after you went on
                                    employee leave, unless your right to return
                                    to active work is guaranteed by law or by a
                                    contract. Your Service terminates in any
                                    event when the approved leave ends unless
                                    you immediately return to active employee
                                    work.



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                                    The Company determines, in its sole
                                    discretion, which leaves count for this
                                    purpose, and when your Service terminates
                                    for all purposes under the Plan.

NOTICE OF EXERCISE                  When you wish to exercise this option, you
                                    must notify the Company by filing the proper
                                    "Notice of Exercise" form at the address
                                    given on the form. Your notice must specify
                                    how many shares you wish to purchase (in a
                                    parcel of at least 100 shares generally).
                                    Your notice must also specify how your
                                    shares of Stock should be registered (in
                                    your name only or in your and your spouse's
                                    names as joint tenants with right of
                                    survivorship). The notice will be effective
                                    when it is received by the Company.

                                    If someone else wants to exercise this
                                    option after your death, that person must
                                    prove to the Company's satisfaction that he
                                    or she is entitled to do so.

FORM OF PAYMENT                     When you submit your notice of exercise, you
                                    must include payment of the option price for
                                    the shares you are purchasing. Payment may
                                    be made in one (or a combination) of the
                                    following forms:

                                    o        Cash, your personal check, a
                                             cashier's check, a money order or
                                             another cash equivalent acceptable
                                             to the Company.

                                    o        Shares of Stock which have already
                                             been owned by you for more than six
                                             months and which are surrendered to
                                             the Company. The value of the
                                             shares, determined as of the
                                             effective date of the option
                                             exercise, will be applied to the
                                             option price.

                                    o        To the extent a public market for
                                             the Stock exists as determined by
                                             the Company, by delivery (on a form
                                             prescribed by the Company) of an
                                             irrevocable direction to a licensed
                                             securities broker acceptable to the
                                             Company to sell Stock and to
                                             deliver all or part of the sale
                                             proceeds to the Company in payment
                                             of the aggregate option price and
                                             any withholding taxes.

WITHHOLDING TAXES                   You will not be allowed to exercise this
                                    option unless you make acceptable
                                    arrangements to pay any withholding or other
                                    taxes that may be due as a result of the
                                    option exercise or sale of Stock acquired
                                    under this option. In the event that the
                                    Company determines that any federal, state,
                                    local or foreign tax or withholding payment
                                    is required relating to the exercise or sale
                                    of shares arising from this grant, the
                                    Company shall have the right to require such
                                    payments from you, or withhold such amounts
                                    from other payments due to you from the
                                    Company or any affiliate.



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TRANSFER OF OPTION                  During your lifetime, only you (or, in the
                                    event of your legal incapacity or
                                    incompetency, your guardian or legal
                                    representative) may exercise the option. You
                                    cannot transfer or assign this option. For
                                    instance, you may not sell this option or
                                    use it as security for a loan. If you
                                    attempt to do any of these things, this
                                    option will immediately become invalid. You
                                    may, however, dispose of this option in your
                                    will or it may be transferred upon your
                                    death by the laws of descent and
                                    distribution.

                                    Regardless of any marital property
                                    settlement agreement, the Company is not
                                    obligated to honor a notice of exercise from
                                    your spouse, nor is the Company obligated to
                                    recognize your spouse's interest in your
                                    option in any other way.

MARKET STAND-OFF                    In connection with any underwritten public
AGREEMENT                           offering by the Company of its equity
                                    securities pursuant to an effective
                                    registration statement filed under the
                                    Securities Act, including the Company's
                                    initial public offering, you agree not to
                                    sell, make any short sale of, loan,
                                    hypothecate, pledge, grant any option for
                                    the purchase of, or otherwise dispose or
                                    transfer for value or agree to engage in any
                                    of the foregoing transactions with respect
                                    to any shares of Stock without the prior
                                    written consent of the Company or its
                                    underwriters, for such period of time after
                                    the effective date of such registration
                                    statement as may be requested by the Company
                                    or the underwriters (not to exceed 180 days
                                    in length).

RETENTION RIGHTS                    Neither your option nor this Agreement give
                                    you the right to be retained by the Company
                                    (or any affiliates) in any capacity. The
                                    Company (and any affiliates) reserve the
                                    right to terminate your Service at any time
                                    and for any reason.

SHAREHOLDER RIGHTS                  You, or your estate or heirs, have no rights
                                    as a shareholder of the Company until a
                                    certificate for your option's shares has
                                    been issued.

                                    No adjustments are made for dividends or
                                    other rights if the applicable record date
                                    occurs before your stock certificate is
                                    issued, except as described in the Plan.

FORFEITURE OF RIGHTS                If you should take actions in competition
                                    with the Company, the Company shall have the
                                    right to cause a forfeiture of your rights,
                                    including, but not limited to, the right to
                                    cause: (i) a forfeiture of any outstanding
                                    option, and (ii) with respect to the period
                                    commencing twelve (12) months prior to your
                                    termination of Service with the Company and
                                    ending twelve (12) months following such
                                    termination of Service (A) a forfeiture of
                                    any gain recognized by you upon the exercise
                                    of an option or (B) a forfeiture



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                                    of any Stock acquired by you upon the
                                    exercise of an option (but the Company will
                                    pay you the option price without interest).
                                    Unless otherwise specified in an employment
                                    or other agreement between the Company and
                                    you, you take actions in competition with
                                    the Company if you directly or indirectly,
                                    own, manage, operate, join or control, or
                                    participate in the ownership, management,
                                    operation or control of, or are a
                                    proprietor, director, officer, stockholder,
                                    member, partner or an employee or agent of,
                                    or a consultant to any business, firm,
                                    corporation, partnership or other entity
                                    which competes with any business in which
                                    the Company or any of its affiliates is
                                    engaged during your employment or other
                                    relationship with the Company or its
                                    affiliates or at the time of your
                                    termination of Service. Under the prior
                                    sentence, ownership of less than 1% of the
                                    securities of a public company shall not be
                                    treated as an action in competition with the
                                    Company.

ADJUSTMENTS                         In the event of a stock split, a stock
                                    dividend or a similar change in the Stock,
                                    the number of shares covered by this option
                                    and the option price per share shall be
                                    adjusted (and rounded down to the nearest
                                    whole number) if required pursuant to the
                                    Plan. Your option shall be subject to the
                                    terms of the agreement of merger,
                                    liquidation or reorganization in the event
                                    the Company is subject to such corporate
                                    activity.

APPLICABLE LAW                      This Agreement will be interpreted and
                                    enforced under the laws of the State of
                                    Colorado, other than any conflicts or choice
                                    of law rule or principle that might
                                    otherwise refer construction or
                                    interpretation of this Agreement to the
                                    substantive law of another jurisdiction.

THE PLAN                            The text of the Plan is incorporated in this
                                    Agreement by reference. Certain capitalized
                                    terms used in this Agreement are defined in
                                    the Plan, and have the meaning set forth in
                                    the Plan.

                                    This Agreement and the Plan constitute the
                                    entire understanding between you and the
                                    Company regarding this option. Any prior
                                    agreements, commitments or negotiations
                                    concerning this option are superseded.

                  BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL
                  OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.



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