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                                                                     EXHIBIT 4.7

                                                                       EXHIBIT B

                      ROLLER BEARING HOLDING COMPANY, INC.

                             2001 STOCK OPTION PLAN

          1.    PURPOSE. The Roller Bearing Holding Company, Inc. 2001 Stock
Option Plan (the "Plan") is intended to provide incentives which will attract
and retain highly competent persons as officers and employees of Roller Bearing
Holding Company, Inc. and its subsidiaries (the "Company"), as well as
independent contractors providing consulting or advisory services to the
Company, by providing them opportunities to acquire shares of Class A Common
Stock of the Company ("Common Shares") pursuant to Options, as described herein.

          2.    ADMINISTRATION.

          (a)   Subject to its express terms, the Plan will be administered by
the Board of Directors of the Company (the "Board") unless and until the Board
delegates, or is required to delegate, administration pursuant to the terms of
the Plan. The Board is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary or appropriate for
the proper administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan and any
Options granted hereunder as it deems necessary or advisable. All determinations
and interpretations made by the Board shall be binding and conclusive on all
participants and their legal representatives. No member of the Board, and no
employee of the Company shall be liable for any act or failure to act hereunder,
by any other member or employee or by any agent to whom duties in connection
with the administration of this Plan have been delegated or, except in
circumstances involving his bad faith, gross negligence or fraud, for any act or
failure to act by the member or employee.

          (b)   The Board may delegate all or any portion of its administration
of the Plan to a committee composed of not fewer than two (2) members of the
Board (the "Committee"). If administration is delegated to a Committee, the
Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board (and references in this Plan to the
Board shall thereafter be to the Committee, as applicable), subject, however, to
such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may terminate all or any
portion of the Committee's authority under the Plan at any time and revest in
the Board all or any portion of the administration of the Plan.

          3.    PARTICIPANTS. Participants will consist of such officers and
employees of the Company, and independent contractors providing consulting or
advisory services to the Company (including members of the Board), as the Chief
Executive Officer of the Company (the "CEO"), in his sole discretion, determines
to be significantly responsible for the success and future growth and
profitability of the Company and whom the CEO may designate from time to time to
receive Options under the Plan (including, without limitation, the CEO himself).
Designation as a participant in any year shall not require the CEO to designate
such person to receive an Option in any other year or, once designated, to
receive the same type or amount of Options as granted to the participant, or any
other participant, in any year. The CEO shall

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consider such factors as he deems pertinent in selecting participants and in
determining the type and amount of their respective Options.

          4.    SHARES RESERVED UNDER THE PLAN. Subject to adjustments as
provided in Section 6, there is hereby reserved for issuance under the Plan an
aggregate of ___________ Common Shares, which may be authorized but unissued
shares or shares held by the Company in its treasury. Any shares subject to any
form of Option hereunder may thereafter be subject to new Options under this
Plan if there is a lapse, expiration or termination of any such Options granted
prior to issuance of the shares, or if shares are issued under Options and
thereafter are reacquired by the Company pursuant to rights reserved by the
Company upon issuance thereof.

          5.    OPTIONS. Options will consist of awards from the Company that
will enable the holder to purchase a specific number of Common Shares, at set
terms and at a fixed purchase price. Options may be "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code ("Incentive Stock
Options") or Options that do not constitute Incentive Stock Options
("Nonqualified Stock Options," and together with Incentive Stock Options,
"Options"). The CEO will have the authority to grant to any participant one or
more Incentive Stock Options, Nonqualified Stock Options, or both types of
Options. Each Option shall be evidenced by a written option agreement in such
form and shall be subject to such terms and conditions as the CEO may approve
from time to time, including without limitation the following:

          (a)   EXERCISE PRICE. Each Option granted hereunder shall have such
per-share exercise price as the CEO may determine at the date of grant;
provided, however, that the per-share exercise price for Options shall not be
less than 100% of the Fair Market Value of the Common Shares on the date the
option is granted, as reasonably determined by the Board.

          (b)   PAYMENT OF EXERCISE PRICE. The option exercise price may be paid
by check or, in the discretion of the Board, by the delivery (or certification
of ownership) of Common Shares of the Company then owned by the participant;
provided, however, that payment of the exercise price by delivery of Common
Shares of the Company then owned by the participant may be made only if such
payment does not result in a charge to earnings for financial accounting
purposes as determined by the Board. In the discretion of the Board, if Common
Shares are readily tradeable on a national securities exchange or other market
system at the time of option exercise, payment may also be made by delivering a
properly executed exercise notice to the Company together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the exercise price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.

          (c)   EXERCISE PERIOD. Options granted under the Plan shall be
exercisable at such times and subject to such terms and conditions as shall be
determined by the CEO; provided, however, that Options shall not be exercisable
more than 10 years after the date they are granted. All Options shall terminate
at such earlier times and upon such conditions or circumstances as the CEO shall
in his sole discretion set forth in such option at the date of grant,

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including but not limited to limitations on exercisability following termination
of the participant's employment or consulting relationship.

          (d)   LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options
may be granted only to participants who are employees of the Company or one of
its subsidiaries (within the meaning of Section 424(f) of the Internal Revenue
Code) at the date of grant. The aggregate Fair Market Value (determined as of
the time the option is granted) of the Common Shares with respect to which
Incentive Stock Options are exercisable for the first time by a participant
during any calendar year (under all option plans of the Company) shall not
exceed $100,000. Incentive Stock Options may not be granted to any participant
who, at the time of grant, owns stock possessing (after the application of the
attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company, unless the option
price is fixed at not less than 110% of the Fair Market Value of the Common
Shares on the date of grant and the exercise of such option is prohibited by its
terms after the expiration of five years from the date of grant of such option.

          (e)   REDESIGNATION AS NONQUALIFIED STOCK OPTIONS. Options designated
as Incentive Stock Options that fail to meet the requirements of Section 422 of
the Internal Revenue Code shall be redesignated as nonqualified options for
Federal income tax purposes automatically without further action by the Board or
the CEO on the date of such failure to continue to meet the requirements of
Section 422 of the Code.

          (f)   LIMITATION OF RIGHTS IN SHARES. The recipient of an Option shall
not be deemed for any purpose to be a shareholder of the Company with respect to
any of the shares subject thereto except to the extent that the Option shall
have been exercised and, in addition, a certificate shall have been issued and
delivered to the participant.

          6.    ADJUSTMENT PROVISIONS.

          (a)   If the Company shall at any time change the number of issued
Common Shares without new consideration to the Company by stock dividend, stock
split, recapitalization, reorganization, exchange of shares, liquidation,
combination or other change in corporate structure affecting the Common Shares,
the total number of shares available for Options under this Plan shall be
appropriately adjusted and the number of shares covered by each outstanding
Option and the exercise price thereunder shall be adjusted so that the net value
of such Option shall not be changed, all of the foregoing, including the
appropriations of any such adjustment to be as determined by the Board, in its
discretion. It is specifically understood that the provisions of this subsection
(a) are intended to apply solely to capital events that are independent of, and
unrelated to, any transaction involving the direct or indirect sale or issuance
of securities of the Company for value (and irrespective of the adequacy of the
consideration so paid).

          (b)   In the case of any sale of assets, merger, consolidation,
combination or other corporate reorganization or restructuring of the Company
with or into another corporation which results in the outstanding Common Shares
being converted into or exchanged for different securities, cash or other
property, or any combination thereof (an "Acquisition"), subject to the

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provisions of this Plan and any limitation applicable to the Option, any
participant to whom an Option has been granted shall have the right thereafter
and during the term of the Option, to receive upon exercise thereof the
Acquisition Consideration (as defined below) receivable upon the Acquisition by
a holder of the number of Common Shares that might have been obtained upon
exercise of the Option or portion thereof, as the case may be, immediately prior
to the Acquisition. The term "Acquisition Consideration" shall mean the kind and
amount of securities, cash or other property or any combination thereof
receivable in respect of one Common Share upon consummation of an Acquisition.

          (c)   Notwithstanding any other provision of this Plan, the Board may
authorize the issuance, continuation or assumption of Options or provide for
other equitable adjustments after changes in the Common Shares resulting from
any other merger, consolidation, sale of assets, acquisition of property or
stock, recapitalization, reorganization or similar occurrence upon such terms
and conditions as it may deem equitable and appropriate.

          (d)   In the event that another corporation or business entity is
being acquired by the Company, and the Company assumes outstanding employee
stock options and/or the obligation to make future grants of options to
employees of the acquired entity, the aggregate number of Common Shares
available for Options under this Plan shall be increased accordingly.

          7.    NONTRANSFERABILITY.

          (a)   Each Option granted under the Plan to a participant shall not be
transferable by him otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the participant's lifetime, only
by him. In the event of the death of a participant while the participant is
rendering employment, consulting or advisory services to the Company, each
Option theretofore granted to him shall be exercisable during such period after
his death as the Board shall in its discretion set forth in such option at the
date of grant (but not beyond the stated duration of the option) and then only:

          (i)   By the executor or administrator of the estate of the deceased
                participant or the person or persons to whom the deceased
                participant's rights under the Option shall pass by will or the
                laws of descent and distribution; and

          (ii)  To the extent that the deceased participant was entitled to do
                so at the date of his death.

          (b)   Notwithstanding Section 7(a), Nonqualified Stock Options granted
hereunder may be transferred to members of the participant's immediate family
(which for purposes of this Plan shall be limited to the participant's children,
grandchildren and spouse), or to one or more trusts for the benefit of such
family members, or to partnerships or limited liability companies in which such
family members and/or trusts are the only partners or members, but only if the
Option expressly so provides, or as otherwise approved by the CEO or the Board
in their discretion.

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          8.    OTHER PROVISIONS. Options granted under the Plan may also be
subject to such other provisions (whether or not applicable to any other Options
awarded under the Plan to the participant or to any other participant) as the
Board or the CEO determines appropriate, including without limitation,
provisions for the installment purchase of Common Shares, provisions to assist
the participant in financing the acquisition of Common Shares, provisions for
the forfeiture of, or restrictions on resale or other disposition of, Common
Shares acquired under any form of Option, provisions for the deferral of option
gains, provisions for the acceleration of exercisability or vesting of Options
in the event of a change of control of the Company, provisions for the payment
of the value of Options to participants in the event of a change of control of
the Company, provisions for the forfeiture of the Options, or provisions to
comply with Federal and state securities laws, or understandings or conditions
as to the participant's employment in addition to those specifically provided
for under the Plan.

          9.    FAIR MARKET VALUE. For purposes of this Plan and any Options
awarded hereunder, the Fair Market Value of Common Shares shall be the mean
between the highest and lowest sale prices for the Company's Common Shares as
reported on the Nasdaq National Market (or such other consolidated transaction
reporting system on which such Common Shares are primarily traded) on the date
of calculation (or on the next preceding trading date if Common Shares were not
traded on the date of calculation); provided, however, that if the Company's
Common Shares are not at any time readily tradeable on a national securities
exchange or other market system, Fair Market Value shall mean the amount
determined in good faith by the Board as the fair market value of the Common
Shares of the Company.

          10.   WITHHOLDING. All payments or distributions made pursuant to the
Plan shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local income and/or employment tax withholding requirements.
If the Company proposes or is required to distribute Common Shares pursuant to
the exercise of Options, it may require the recipient to remit to it an amount
sufficient to satisfy such tax withholding requirements prior to the delivery of
any certificates for such Common Shares. The Board may, in its discretion and
subject to such rules as it may adopt, permit an optionee to pay all or a
portion of the federal, state and local withholding taxes arising in connection
with the exercise of an Option, by electing to have the Company withhold Common
Shares having a Fair Market Value that is not in excess of the amount of taxes
required to be withheld.

          11.   TENURE. A participant's right, if any, to continue to serve the
Company as an officer, employee, consultant, advisor, or otherwise, shall not be
enlarged or otherwise affected by his designation as a participant under the
Plan, nor shall this Plan in any way interfere with the right of the Company,
subject to the terms of any separate agreement to the contrary, at any time to
terminate such employment, consulting or advisory relationship, or to increase
or decrease the compensation of the participant from the rate in existence at
the time of the grant of an Option.

          12.   DURATION, AMENDMENT AND TERMINATION. No Option shall be granted
after July ____, 2011; provided, however, that the terms and conditions
applicable to any Option granted prior to such date may thereafter be amended or
modified by mutual agreement between the Company and the participant or such
other persons as may then have an interest therein.

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Also, by mutual agreement between the Company and a participant hereunder, under
this Plan or under any other present or future plan of the Company, Options may
be granted to such participant in substitution and exchange for, and in
cancellation of, any Options previously granted such participant under this
Plan, or any other present or future plan of the Company. The Board may amend
the Plan from time to time or terminate the Plan at any time, subject to any
requirement of stockholder approval required by applicable law, rule or
regulation. However, no action authorized by this Section 12 shall reduce the
amount of any outstanding Option or change the terms or conditions thereof
without the participant's consent.

          13.   GOVERNING LAW. This Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Delaware (regardless of the law that might otherwise govern under
applicable Delaware principles of conflict of laws).

          14.   APPROVAL. The Plan was adopted by the Board on July ___, 2001.

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