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                                                                    EXHIBIT 10.3

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                                     WARRANT

                       TO PURCHASE CLASS A COMMON STOCK OF

                               FFS HOLDINGS, INC.

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THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF
THIS WARRANT.

THIS WARRANT IS, AND THE SECURITIES REPRESENTED HEREBY ARE, ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND OBLIGATIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT (AS DEFINED BELOW).

Date of Issuance:        *
No. of Shares of Common Stock:  *

                                     WARRANT

                       TO PURCHASE CLASS A COMMON STOCK OF

                               FFS HOLDINGS, INC.

                  FOR VALUE RECEIVED, FFS HOLDINGS, INC., a Delaware corporation
(the "COMPANY"), hereby grants to Hillenbrand Industries, Inc. (the "HOLDER")
the right to purchase from the Company *(1) shares of the Company's class A
common stock, par value $0.01 per share ("COMMON STOCK") (subject to adjustment
as provided herein), pursuant to the provisions hereinafter set forth.

1.  DEFINITIONS

            1.1. Certain Definitions. In addition to other words and terms
      defined elsewhere in this Warrant, the following words and terms shall
      have the meanings set forth below (and such meanings shall be equally
      applicable to both the singular and plural form of the terms defined, as
      the context may require):

                  "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of
Common Stock issued by the Company after the Closing Date, other than shares
issued in connection with the exercise or conversion of any warrant, option or
convertible security.

                  "BUSINESS DAY" shall mean any day other than a Saturday, a
Sunday or any other day on which commercial banks in New York, New York are
required to be closed for regular banking business.

---------------
(1) 5% of the total number of shares of Common Stock issued to investors and
outstanding as of the Closing Date under the Stock Purchase Agreement.

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                  "CASH CONSIDERATION PER SHARE" shall have the meaning
specified in Section 2.4.

                  "CASH CONSIDERATION TRANSACTION" shall have the meaning
specified in Section 2.4 hereof.

                  "CURRENT EXERCISE PRICE" shall mean, in respect of a share of
Common Stock at any date herein specified, the Exercise Price as adjusted
pursuant to Article 3.

                  "EXERCISE SHARES" shall have the meaning specified in Section
2.4.

                  "EXERCISE PRICE" shall mean an amount equal to (i) the number
of shares of Common Stock being purchased upon exercise of this Warrant pursuant
to Section 2.1 or Section 2.4, multiplied by (ii) $[THE COMMON STOCK INVESTOR
(INCLUDING THE PRINCIPALS OF THE DEVLIN GROUP) BUY-IN PRICE PER SHARE].

                  "EXPIRATION ACCELERATION EVENT" shall mean any of the
following: (i) the closing of an Initial Public Offering, (ii) the closing of a
merger or consolidation involving the Company in which shares of Common Stock
representing more than fifty percent (50%) of the outstanding voting power of
the Company are transferred in a bona fide transaction; (iii) the closing of the
sale of all or substantially all of the Company's assets (on a consolidated
basis) in a bona fide transaction; and (iv) a "Compulsory Holdco Sale" as that
term is defined in the Stockholders Agreement.

                  "EXPIRATION DATE" shall mean the earlier to occur of (i) any
Expiration Acceleration Event and (ii) the later to occur of (A) the tenth
(10th) anniversary of the date hereof and (B) the repayment in full by the
Company of all amounts owed by it to the Holder under the promissory note, of
even date herewith, issued by the Company to the Holder.

                  "INITIAL PUBLIC OFFERING" shall mean a public offering of the
capital stock of the Company pursuant to a registration statement filed under
the Securities Act of 1933, as amended, in which the net offering proceeds of
such public offering exceed $75,000,000.

                  "OTHER PROPERTY" shall have the meaning set forth in Section
3.2.

                  "PERSON" shall mean an individual, corporation, limited
liability company, partnership, association, trust, unincorporated organization
or other entity.

                  "REPRESENTATIVE" shall mean the Chief Executive Officer of the
Holder, from time to time, or any such person selected by the Chief Executive
Officer of the Holder and consented to by the Company, such consent not to be
unreasonably withheld.

                  "STOCKHOLDERS AGREEMENT" shall mean the Stockholders' and
Warrant Holder's Agreement, dated as of the date hereof, by and among the
Company, the Holder and certain holders of shares of the Company's common stock.

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                  "WARRANTS" shall mean this Warrant and any warrants issued
upon transfer, division or combination of, or in substitution for, any thereof.
All Warrants shall be identical as to terms and conditions and date, except as
to the number of shares of Common Stock for which they may be exercised.

            1.2. Other Definitional Provisions; Construction. Whenever the
      context so requires, neuter gender includes the masculine and feminine,
      the singular number includes the plural and vice versa. The words
      "hereof", "herein" and "hereunder" and words of similar import when used
      in this Agreement shall refer to this Agreement as a whole and not in any
      particular provision of this agreement, and references to section,
      article, exhibit and like references are references to this Agreement
      unless otherwise specified. References in this Agreement to any Person
      shall include such Person's successors and permitted assigns.

2.  EXERCISE OF WARRANT

            2.1. Manner of Exercise. From and after the date hereof and until
      the Expiration Date, the Holder may exercise this Warrant, on any Business
      Day, for all or any part of the number of shares of Common Stock
      purchasable hereunder.

                  In order to exercise this Warrant, in whole or in part, the
      Holder shall deliver to the Company: (i) a written notice of the Holder's
      election to exercise this Warrant, which notice shall specify the number
      of shares of Common Stock to be purchased, (ii) payment of the Exercise
      Price and (iii) this Warrant. Such notice shall be substantially in the
      form of the subscription form attached hereto as Exhibit A, duly executed
      by the Holder. Upon receipt thereof, the Company shall, as promptly as
      practicable, and in any event within ten (10) Business Days thereafter,
      execute or cause to be executed and deliver or cause to be delivered to
      the Holder a certificate or certificates representing the aggregate number
      of full shares of Common Stock issuable upon such exercise. This Warrant
      shall be deemed to have been exercised and such certificate or
      certificates shall be deemed to have been issued, and the Holder shall be
      deemed to have become a holder of record of such shares for all purposes,
      as of the date the items listed in (i) through (iii) above have been
      received by the Company and all taxes required to be paid by the Holder,
      if any, pursuant to Section 2.3 prior to the issuance of such shares have
      been paid. If this Warrant shall have been exercised in part, the Company
      shall, at the time of delivery of the certificate or certificates
      representing the shares of Common Stock issuable upon such exercise,
      deliver to the Holder a new Warrant evidencing the rights of the Holder to
      purchase the unpurchased shares of Common Stock called for by this
      Warrant, which new Warrant shall in all other respects be identical with
      this Warrant, or, at the request of the Holder, appropriate notation may
      be made on this Warrant and the same returned to the Holder.

                  Payment of the Exercise Price shall be made by certified or
      official bank check payable to the Company.

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            2.2. Notice of Expiration Acceleration Event. The Company shall
      provide notice to the Holder at least ten (10) Business Days prior to the
      proposed occurrence of an Expiration Acceleration Event.

            2.3. Payment of Taxes. The Company shall pay all expenses in
      connection with, and all taxes and other governmental charges that may be
      imposed with respect to, the issuance or delivery of the shares of Common
      Stock issuable upon exercise of this Warrant, unless such tax or charge is
      imposed by law upon the Holder, in which case such taxes or charges shall
      be paid by the Holder.

            2.4. Cashless Exercise. This Section 2.4 shall apply with respect to
      transactions ("CASH CONSIDERATION TRANSACTIONS") whereby all holders of
      shares of Common Stock are entitled to receive (whether from the Company
      or another Person) an amount in cash as consideration for the transfer,
      redemption or surrender of such shares (such amount per share of Common
      Stock, the "CASH CONSIDERATION PER SHARE"). If the Holder wishes to
      participate in a Cash Consideration Transaction, then, as an alternative
      to exercise of this Warrant by payment in cash (or by certified or
      official bank check) as provided above in Section 2.1, it may elect to
      exercise this Warrant for all or any part of the number of shares of
      Common Stock purchasable hereunder (and with respect to which the Holder
      would otherwise be eligible to participate in the Cash Consideration
      Transaction if it were a holder thereof) (the "EXERCISE SHARES") on a net
      basis without the payment of any funds by the Holder, in which case the
      Holder shall be entitled to receive (at the same time and otherwise in the
      same manner as participating holders of shares of Common Stock are paid in
      connection with the Cash Consideration Transaction) an amount in cash with
      respect to each Exercise Share equal to the (x) the Cash Consideration Per
      Share less (y) the Current Exercise Price. Notwithstanding the foregoing,
      the Holder will only be entitled to exercise the Warrant pursuant to this
      Section 2.4 in connection with a Cash Consideration Transaction if (a) the
      Cash Consideration Per Share exceeds the Current Exercise Price and (b)
      the Holder delivers to the Company a written notice of the Holder's
      election to exercise this Warrant pursuant to this Section 2.4 (in the
      manner prescribed in Section 2.1) at least five (5) Business Days prior to
      the occurrence of the Cash Consideration Transaction. In the event that
      the Cash Consideration Transaction is not consummated, the exercise of
      this Warrant by the Holder in accordance with this Section 2.4 shall be
      deemed to be null and void.

3.  ADJUSTMENTS

                  The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant, shall be subject to adjustment from time to time as set forth in
this Article 3.

            3.1. Stock Dividends, Subdivisions and Combinations. If at any time
      the Company shall:

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                  (a) take a record of the holders of its Common Stock for the
      purpose of entitling them to receive a dividend payable in, or other
      distribution of, Additional Shares of Common Stock,

                  (b) subdivide its outstanding shares of Common Stock into a
      larger number of shares of Common Stock, or

                  (c) combine its outstanding shares of Common Stock into a
      smaller number of shares of Common Stock,

                  then (i) the number of shares of Common Stock for which this
      Warrant is exercisable immediately after the occurrence of any such event
      shall be adjusted to equal the number of shares of Common Stock which a
      record holder of the same number of shares of Common Stock for which this
      Warrant is exercisable immediately prior to the occurrence of such event
      would own or be entitled to receive after the happening of such event, and
      (ii) the Current Exercise Price shall be adjusted to equal (A) the Current
      Exercise Price in effect prior to such adjustment multiplied by the number
      of shares of Common Stock for which this Warrant is exercisable
      immediately prior to the adjustment divided by (B) the number of shares
      for which this Warrant is exercisable immediately after such adjustment.

            3.2. Reorganization, Reclassification, Merger, Consolidation or
      Disposition of Assets. Except in the case of an Expiration Acceleration
      Event, if the Company shall reorganize its capital, reclassify its capital
      stock, recapitalize its capital structure, consolidate or merge with or
      into another Person (where the Company is not the surviving corporation or
      where there is a change in or distribution with respect to the Common
      Stock of the Company) and, pursuant to the terms of such reorganization,
      reclassification, merger or consolidation, shares of common stock of the
      successor or acquiring Person, or any cash, shares of stock or other
      securities or property of any nature whatsoever (including warrants or
      other subscription or purchase rights) in addition to or in lieu of common
      stock of the successor or acquiring Person ("OTHER PROPERTY"), are to be
      received by or distributed to the holders of Common Stock of the Company,
      then the Holder shall have the right thereafter to receive, upon exercise
      of such Warrant, the number of shares of common stock of the successor or
      acquiring Person or of the Company, if it is the surviving corporation,
      and Other Property receivable upon or as a result of such reorganization,
      reclassification, merger or consolidation by a holder of the number of
      shares of Common Stock for which this Warrant is exercisable immediately
      prior to such event. In case of any such reorganization, reclassification,
      merger or consolidation, the successor or acquiring Person (if other than
      the Company) shall expressly assume the due and punctual observance and
      performance of each and every covenant and condition of this Warrant to be
      performed and observed by the Company and all the obligations and
      liabilities hereunder, subject to such modifications as may be deemed
      appropriate (as determined by resolution of the Board of Directors of the
      Company) in order to provide for adjustments of shares of Common Stock for
      which this Warrant is exercisable which shall be as nearly equivalent as
      practicable to the adjustments provided for in this Article 3. For
      purposes of this Section 3.2, "common stock of the successor or

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      acquiring Person" shall include equity securities of such Person of any
      class which is not preferred as to dividends (or similar distributions of
      profit or surplus) or assets over any other class of equity security of
      such Person and which is not subject to redemption and shall also include
      any evidences of indebtedness, shares of stock or other securities which
      are convertible into or exchangeable for any such equity securities,
      either immediately or upon the arrival of a specified date or the
      happening of a specified event and any warrants or other rights to
      subscribe for or purchase any such equity securities. The foregoing
      provisions of this Section 3.2 shall similarly apply to successive
      reorganizations, reclassifications, mergers or consolidations.

            3.3. Other Provisions Applicable to Adjustments under this Section.
      The following provisions shall be applicable to the making of adjustments
      of the number of shares of Common Stock for which this Warrant is
      exercisable and the Current Exercise Price provided for in this Article 3:

                  (a) When Adjustments to Be Made. The adjustments required by
      this Article 3 shall be made whenever and as often as any specified event
      requiring an adjustment shall occur. For the purpose of any adjustment,
      any specified event shall be deemed to have occurred at the close of
      business on the date of its occurrence.

                  (b) No Fractional Interests. In computing adjustments under
      this Article 3, fractional interests in Common Stock shall be rounded up
      to the nearest whole number.

                  (c) When Adjustment Not Required. If the Company shall take a
      record of the holders of its Common Stock for the purpose of entitling
      them to receive a dividend or distribution and shall, thereafter and
      before the distribution to stockholders thereof, legally abandon its plan
      to pay such dividend or distribution, then thereafter no adjustment shall
      be required by reason of the taking of such record and any such adjustment
      previously made in respect thereof shall be rescinded and annulled.

4.  NOTICES TO WARRANT HOLDERS

            4.1. Notice of Adjustments. Whenever the number of shares of Common
      Stock for which this Warrant is exercisable, or whenever the price at
      which a share of such Common Stock may be purchased upon exercise of the
      Warrants, shall be adjusted pursuant to Article 3, the Company shall
      forthwith prepare a certificate to be executed by an officer of the
      Company setting forth, in reasonable detail, the event requiring the
      adjustment and the method by which such adjustment was calculated,
      specifying the number of shares of Common Stock for which this Warrant is
      exercisable and (if such adjustment was made pursuant to Section 3.2)
      describing the number and kind of any shares of stock or Other Property
      for which this Warrant is exercisable, and any change in the purchase
      price or prices thereof, after giving effect to such adjustment or change.

            4.2. Notice of Corporate Action. If at any time:

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                  (a) the Company shall take a record of the holders of its
      Common Stock for the purpose of entitling them to receive a dividend or
      other distribution; or

                  (b) there shall be any capital reorganization of the Company,
      any reclassification or recapitalization of the capital stock of the
      Company or any consolidation or merger of the Company with another Person;
      or

                  (c) there shall be a voluntary or involuntary dissolution,
      liquidation or winding up of the Company;

                  then the Company shall give to the Holder (i) at least 15
      Business Days' prior written notice of the record date for such dividend
      or distribution or for determining rights to vote in respect of any such
      reorganization, reclassification, merger, consolidation, dissolution,
      liquidation or winding up, and (ii) in the case of any such
      reorganization, reclassification, merger, consolidation, dissolution,
      liquidation or winding up, at least 10 Business Days' prior written notice
      of the date when the same shall take place. Such notice in accordance with
      the foregoing clause also shall specify (i) the date on which any such
      record is to be taken for the purpose of such dividend or distribution,
      the date on which the holders of Common Stock shall be entitled to any
      such dividend or distribution, and the amount and character thereof, and
      (ii) the date on which any such reorganization, reclassification, merger,
      consolidation, dissolution, liquidation or winding up is to take place and
      the time, if any such time is to be fixed, as of which the holders of
      Common Stock shall be entitled to exchange their shares of Common Stock
      for securities or other property deliverable upon such reorganization,
      reclassification, merger, consolidation, dissolution, liquidation or
      winding up.

5.  RESERVATION AND AUTHORIZATION OF COMMON STOCK

                  From and after the Closing Date, the Company shall at all
times reserve and keep available for issue upon the exercise of Warrants such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Common Stock which shall be so issuable, when issued upon exercise of
any Warrant and payment therefor in accordance with the terms of such Warrant,
shall be duly and validly issued and fully paid and nonassessable.

6.  INFORMATION RIGHTS AND BOARD OBSERVER STATUS

                  The Representative shall (a) receive all notices and
information that the Company distributes to the Board of Directors and (b) have
the right to attend and observe in a nonvoting capacity, but not participate in
discussions at, all meetings of the Board of Directors; provided, however, that
the Company reserves the right to exclude the Representative from access to any
material meeting or portion thereof if the Board of Directors believes in good
faith that (i) the Representative would, if such Representative were a director,
be an "interested director" with respect to such matters within the meaning of
Section 144 of the Delaware General Corporation Law or otherwise have a conflict
of interest with respect to such matters or (ii) upon the advice of counsel,

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exclusion of the Representative is reasonably necessary to preserve the
attorney-client privilege. As a condition to the Representative's rights
hereunder, the Representative shall agree to maintain the confidentiality of all
Company information and all proceedings of the Board of Directors to the same
extent as the Representative would be required to do if the Representative were
a director of the Company.

7.  REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY

                  If any shares of Common Stock required to be reserved for
issuance upon exercise of Warrants pursuant to Article 5 require registration or
qualification with any governmental authority or other governmental approval or
filing under any federal or state law before such shares may be so issued, the
Company will in good faith and as expeditiously as possible and at its expense
endeavor to cause such shares to be duly registered.

8.  TAKING OF RECORD; STOCK BOOKS

                  In the case of all dividends or other distributions by the
Company to the holders of its Common Stock with respect to which any provision
of Article 3 refers to the taking of a record of such holders, the Company will
in each such case take such a record and will take such record as of the close
of business on a Business Day. The Company will not at any time, except upon
dissolution, liquidation or winding up of the Company, close its stock ledger or
other books so as to result in preventing or delaying the exercise of any
Warrant.

9.  LOSS OR MUTILATION

                  Upon receipt by the Company from the Holder of evidence
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and indemnity reasonably satisfactory
to it, and in case of mutilation upon surrender and cancellation hereof, the
Company will execute and deliver in lieu hereof a new Warrant of like tenor to
the Holder; provided, in the case of mutilation, no indemnity shall be required
if this Warrant in identifiable form is surrendered to the Company for
cancellation.

10.  LIMITATION OF LIABILITY AND RIGHTS

                  No provision hereof, in the absence of affirmative action by
the Holder to purchase shares of Common Stock, and no enumeration herein of the
rights or privileges of the Holder hereof, shall (i) give rise to any liability
of such the Holder for the purchase price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company or (ii) confer upon the Holder rights as a
stockholder of the Company.

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11.  WARRANT NoT TRANSFERABLE

                  Neither this Warrant, nor any of the Holder's rights
hereunder, may be transferred by the Holder to any Person without the prior
written consent of the Company, and any purported transfer in violation of this
Article 11 shall be null and void.

12.  "GOOD FAITH" DETERMINATIONS BY THE BOARD OF DIRECTORS

                  Whenever the Board of Directors of the Company is required to
make a determination in good faith of the fair value of any item under Article
3, such determination may be challenged in good faith by the Holder, and any
dispute shall be resolved by an accounting firm of recognized national standing
selected by the Company and reasonably acceptable to the Holder.

13.  PREEMPTIVE RIGHTs

                  [THE WARRANT IS TO CONTAIN THE SAME PREEMPTIVE RIGHTS AS THOSE
CONTAINED IN THE STOCKHOLDERS' AND WARRANT HOLDER'S AGREEMENT, AND THE HOLDER
WILL HAVE THE SAME PREEMPTIVE RIGHTS AS THE INITIAL COMMON STOCK INVESTORS
(INCLUDING THE PRINCIPALS OF THE DEVLIN GROUP).]

14.  MISCELLANEOUS

            14.1. Notice Generally. Any notice, demand, request, consent,
      approval, declaration, delivery or other communication hereunder to be
      made pursuant to the provisions of this Warrant shall be in writing and
      shall be delivered personally, by facsimile (which is confirmed as
      provided below) or by overnight courier (providing proof of delivery) to
      the applicable party at the following addresses (or at such other address
      for a party as shall be specified by like notice):

                        If to the Company:
                        *

                        If to the Holder:
                        *

      Notice given by personal delivery or overnight courier shall be effective
      upon actual receipt. Notice given by facsimile shall be confirmed by
      appropriate answer back and shall be effective upon actual receipt if
      received during the recipient's normal business hours, or at the beginning
      of the recipient's next Business Day if not received during the
      recipient's normal business hours.

            14.2. Successors. This Warrant and the rights evidenced hereby shall
      inure to the benefit of and be binding upon the successors of the Company
      and the Holder.

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            14.3. Amendment. This Warrant may only be modified or amended with
      the written consent of the Company and the Holder.

            14.4. Severability. Wherever possible, each provision of this
      Warrant shall be interpreted in such manner as to be effective and valid
      under applicable law, but if any provision of this Warrant shall be
      prohibited by or invalid under applicable law, such provision shall be
      ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions
      of this Warrant.

            14.5. Headings. The headings used in this Warrant are for the
      convenience of reference only and shall not, for any purpose, be deemed a
      part of this Warrant.

            14.6. Governing Law. This Warrant shall be governed by, and
      construed in accordance with, the laws of the State of Delaware, without
      giving effect to any conflicts of laws principles of such State that may
      refer the governance or construction of the Warrant to the laws of another
      jurisdiction.

                  [Remainder of Page Intentionally Left Blank]

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                  IN WITNESS WHEREOF, Company has caused this Warrant to be duly
executed and its corporate seal to be impressed hereon and attested by its
Secretary or an Assistant Secretary.

Dated:  *, 2004

                                            FFS HOLDINGS, INC.

                                            By:___________________________
                                                Name:
                                                Title:

Attest:

By:______________________
   Name:
   Title:

<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

            Reference is made the warrant, dated as of * , 2004, issued by
FFS Holdings, Inc. to Hillenbrand Industries, Inc. (the "WARRANT"). Capitalized
terms used herein which are not otherwise defined shall have the respective
meanings ascribed to them in the Warrant.

            The undersigned hereby irrevocably exercises the Warrant for the
purchase of ______ shares of Common Stock of FFS Holdings, Inc. and [herewith
makes payment therefor in the amount of $__________][elects to purchase such
shares in accordance with the Cashless Exercise provisions of Section 2.4 of the
Warrant], all at the price and on the terms and conditions specified in the
Warrant, and, if such shares of Common Stock shall not include all of the shares
of Common Stock purchasable and issuable as provided in the Warrant, that a new
Warrant of like tenor and date for the balance of the shares of Common Stock
purchasable and issuable thereunder be delivered to the undersigned.

                          HILLENBRAND INDUSTRIES, INC.

                         By:___________________________
                            Name:
                            Title: