Exhibit 10.17

                              ACG HOLDINGS, INC.
                          PREFERRED STOCK OPTION PLAN

               Section 1.  Purpose.  The ACG Holdings, Inc. Preferred Stock
Option Plan (the "Preferred Plan") is intended to provide an incentive to
certain officers and key employees of ACG Holdings, Inc., a Delaware
corporation (the "Company"), and its Subsidiaries (as defined in Section 2) to
remain in the employ of the Company and its Subsidiaries and to increase their
interest in the success of the Company through the grant of nonqualified stock
options (the "Options") to purchase shares of Series AA Preferred Stock, par
value $0.01, of the Company ("Series AA Preferred Stock"), Series BB Preferred
Stock, par value $0.01, of the Company ("Series BB Preferred Stock" and,
together with the Series AA Preferred Stock, the "Preferred Stock"), and, in
certain circumstances set forth below, Common Stock, par value $0.01, of the
Company ("Common Stock").  Options granted under the Preferred Plan are not
intended to qualify as "incentive stock options" within the meaning of Section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code").

               Section 2.  Definitions.  As used in the Preferred Plan, the
following terms shall be defined as follows:

               "Adjusted Purchase Price" means, with respect to any Option
Shares, the Option Price in respect of such shares plus interest, compounded
annually, from the date on which such Option Price was paid to the date of
termination of the Participant's employment, at a rate equal to the T-Bill
Rate plus 50 basis points per annum.

               "Affiliate" has the meaning assigned to such term in the
Stockholders' Agreement.

               "Agreement" has the meaning assigned to such term in Section 6.

               "Applicable Value" as of any date of determination means (A) in
the case of Preferred Stock, Fair Market Value, and (B) in the case of Common
Stock, (i) if the Company is a Public Company, Public Value and (ii) if the
Company is not a Public Company, Fair Market Value.

               "beneficial owner" or "beneficially own" has the meaning
assigned to such term in Rule 13d-3 under the 1934 Act.

               "Beneficiary" or "Beneficiaries" shall be defined as the person
or persons designated by the Participant pursuant to the provisions of the
applicable Agreement to receive payments pursuant to such Agreement upon the
Participant's death.  If no Beneficiary is so designated by the Participant or
if no Beneficiary is living at the time a payment is due pursuant to such
Agreement, payments shall be made to the estate of the Participant.  The
Agreement shall provide the Participant with the right to change the designated
Beneficiaries from time to time by written instrument executed by the
Participant and filed with the Committee in accordance with such rules as may
be specified by the Committee.

               "Board of Directors" means the Board of Directors of the
Company.

               "Call Right" means the right of the Company, exercisable in
accordance with Section 9, (i) to cause a Participant or any Permitted
Transferee of such Participant to surrender for cancellation unexercised Vested
Options granted to such Participant pursuant to the Preferred Plan and (ii) to
repurchase, and to cause a Participant or any Permitted Transferee of such
Participant to sell, Option Shares beneficially owned by the Participant or any
such Permitted Transferee, in each case on the terms and conditions specified
in Sections 9 and 10.

               Termination for "Cause" means a termination of the Participant's
employment with the Company or one of its Subsidiaries (a)  for "cause" as
defined in an employment agreement applicable to the Participant, or (b) in the
case of a Participant who does not have an employment agreement that defines
"cause", because of: (i) any act or omission that constitutes a material breach
by the Participant of any of his obligations under his employment agreement
with the Company or one of its Subsidiaries or the applicable Agreement; (ii)
the continued failure or refusal of the Participant to substantially perform
the duties reasonably required of him as an employee of the Company or one of
its Subsidiaries; (iii) any willful and material violation by the Participant
of any Federal or state law or regulation applicable to the business of the
Company or one of its Subsidiaries, or the Participant's conviction of a
felony, or any willful perpetration by the Participant of a common law fraud;
or (iv) any other willful misconduct by the Participant which is materially
injurious to the financial condition or business reputation of, or is
otherwise materially injurious to, the Company or any of its Subsidiaries or
Affiliates; provided, however, that no such termination that is susceptible to
cure and that does not constitute a repetition of such Cause shall be
considered a termination for Cause, unless the Company first gives the
Participant written notice of its intention to terminate and of the grounds
for such termination, and the Participant has not, within 20 business days
following receipt of such notice, cured such Cause, or in the event such Cause
is not susceptible to cure within such 20 business day period, the Participant
has not taken all reasonable steps within such 20 business day period to cure
such Cause as promptly as practicable thereafter.

               "Commission" means the Securities and Exchange Commission.

               "Committee" has the meaning assigned to such term in Section 3.

               "Date of Grant" means the date on which Options are granted to a
Participant hereunder, as set forth on the applicable Agreement.

               "Effective Time" means January 16, 1998.

               "Eligible Persons" means officers and other key employees of the
Company and its Subsidiaries.

               "Encumbrances" means any lien, security interest, pledge, claim,
option, right of first refusal, marital right or other encumbrance with respect
to any Option or Option Share.

               "Fair Market Value" means the value of a share of Preferred
Stock or Common Stock (as the case may be) as determined in good faith by the
Board of Directors or, under the circumstances described in Section 9(b), as
determined in a written report to the Company by an independent appraisal or
investment banking firm selected by the Board of Directors.  For purposes of
the definition of "Fair Market Value", the value to be determined by the Board
of Directors or such appraisal or investment banking firm shall be (a) in the
case of Preferred Stock, the price per share at which a share of Preferred
Stock would change hands in an arm's length transaction between a willing
buyer and a willing seller, both in possession of reasonable knowledge of all
relevants facts (including without limitation the terms of the Preferred Stock
and the financial condition of the Company), with neither party being under
any compulsion to act or not act and assuming (i) all outstanding options to
acquire shares of Preferred Stock are exercised if and only if such exercise is
economically beneficial to the holders of such options, (ii) an appropriate
discount to reflect the lack of liquidity (including the absence of a public
market) and all relevant transfer restrictions and (iii) the absence of any
"takeover" or "change-of-control" premium and (b) in the case of Common Stock,
the price per share at which a share of Common Stock would trade on a national
securities exchange, NASDAQ or a similar market, assuming full liquidity and
the absence of any "takeover" or "change in control" premium.

               "Good Reason" means, with respect to any Participant, (a) "good
reason" as defined in an employment agreement applicable to such Participant,
or (b) in the case of a Participant who does not have an employment agreement
that defines "good reason", (i) an unscheduled decrease in the Participant's
base rate of compensation or a failure by the Company or any Subsidiary to pay
material compensation due and payable to the Participant in connection with
his employment; (ii) a material diminution of the responsibilities or title of
the Participant with the Company or any Subsidiary; or (iii) the Company's or
any Subsidiary's requiring the Participant to be based at any office or
location more than 50 miles from his principal employment location as of the
Effective Time; provided, however, no such event or material breach that
constitutes a potential grounds for Good Reason that is susceptible to cure
and that does not constitute a repetition of such event or material breach
shall be considered Good Reason, unless the Participant first gives written
notice to the Company of his intention to terminate and the grounds for such
termination, and the Company has not, within 20 days following the receipt of
such notice, cured such event or material breach, or in the event such event
or material breach is not susceptible to cure within such 20 business day
period, the Company has not taken all reasonable steps within such 20 business
day period to cure such event or material breach as promptly as practicable
thereafter.

               "Legended Certificate" means a certificate evidencing the
number of Option Shares issued upon the exercise of an Option and imprinted
with a legend to indicate that (a) such shares are subject to the restrictions
on transfer set forth in the applicable Agreement and in the Stockholders'
Agreement and (b) if the offer and sale of such shares have not been
registered under the 1933 Act, such shares may be sold only pursuant to a
registration statement under the 1933 Act or an exemption from registration
under the 1933 Act that the Company has determined is available for such sale.

               "Liquidity Event" means the first to occur of (i) a Public
Offering, (ii) a sale by the Company of all or substantially all of its assets
to a third party that is not an Affiliate of the Company, and (iii) the
completion of a sale contemplated by Section 3.08 of the Stockholders'
Agreement.

               "NASDAQ" means the National Automated Securities Dealers'
Automated Quotation System.

               "1933 Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder.

               "1934 Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

               "Option Price" means, with respect to any Option, the exercise
price per share of Preferred Stock or Common Stock (as the case may be), as
determined at the time of grant by the Committee in its sole discretion and as
set forth in the applicable Agreement.

               "Option Shares" means the shares of Preferred Stock or Common
Stock (as the case may be) acquired by a Participant upon exercise of an
Option, and the shares of Preferred Stock, Common Stock or other securities
of the Company received by a Participant in the circumstances set forth in
Section 8(a)(vii).

               "Participant" means any Eligible Person who has entered into an
Agreement.

               "Permanent Disability" means a physical or mental disability or
infirmity of the Participant that prevents the normal performance of
substantially all his duties as an employee of the Company or any Subsidiary,
which disability or infirmity shall exist for any continuous period of 180 days
or for 180 days within any twelve month period.

               "Permitted Transferee" (i) with respect to any Option Share,
has the meaning assigned to such term in the Stockholders' Agreement and (ii)
with respect to any Option, means any person or entity (other than the
Company) to whom an Option has been transferred in accordance with Section 7.

               The Company shall be deemed to be a "Public Company" if, as of
any date of determination, the aggregate number of shares of Common Stock that
shall have been sold in Public Offerings shall equal not less than 25% of the
then outstanding shares of Common Stock (as determined on a fully diluted
basis).

               "Public Offering" means an underwritten public offering of
equity securities of the Company pursuant to an effective registration
statement under the 1933 Act.

               The "Public Value" of a share of Common Stock on a given date
shall be the average closing price of a share of Common Stock on such national
securities exchange as may be designated by the Board of Directors, or, in the
event that the Common Stock is not listed for trading on a national securities
exchange but is quoted on an automated quotation system, the average closing
bid price per share of Common Stock on such automated quotation system (the
"Average Closing Price"), in either case for the 30-day period ending on such
date.  The Average Closing Price of a share of Common Stock shall be
determined by dividing (i) by (ii), where (i) shall equal the sum of the
closing prices for the Common Stock on each day that the Common Stock was
traded and a closing price was reported on such national securities exchange
or such automated quotation system, as the case may be, during the 30-day
period, and (ii) shall equal the number of days on which the Common Stock was
traded and a closing price was reported on such national securities exchange
or such automated quotation system, as the case may be, during the 30-day
period.

               "Retirement" means resignation or voluntary termination of
employment after attainment of an age required for payment of an immediate
pension pursuant to the terms of any qualified retirement plan maintained by
the Company or any of its Subsidiaries in which the Participant participates;
provided, however, that no resignation or termination prior to a Participant's
sixty-fifth birthday shall be deemed a Retirement unless the Committee so
determines in its sole discretion.

               "Stockholders' Agreement" means the Amended and Restated
Stockholders' Agreement, dated as of August 14, 1995, among the Company and
each of the other parties signatory thereto, and as it may hereafter be
amended.

               "Subsidiary" means any corporation if 50% or more of the total
combined voting power of all classes of stock is owned, either directly or
indirectly, by the Company or another Subsidiary.

               "T-Bill Rate" means, with respect to any period during which
interest shall accrue at such rate hereunder, the arithmetic average of all
the yields, as reported in The Wall Street Journal, at which one-year U.S.
Treasury bills were auctioned during such period.

               "Vested Options" means, as of any date, Options which have
vested in accordance with Section 8(a)(i) or 8(a)(ii).

               Section 3.  Administration of the Preferred Plan.

           (a)  Members of the Committee.  The Preferred Plan shall be
administered, and Options shall be granted hereunder, by the Board of
Directors or such committee thereof as the Board of Directors may designate.
As used herein, "Committee" shall mean any committee of the Board of Directors
designated pursuant to the previous sentence or, if no such committee is so
designated, shall mean the Board of Directors. Notwithstanding the foregoing,
following the first registration of any equity security of the Company
pursuant to Section 12 of the 1934 Act, the composition of the Committee shall
be adjusted to the extent required in order for the Company to rely on the
exemptive relief provided under Rule 16b-3, as it may be amended from time to
time, promulgated pursuant to Section 16 of the 1934 Act.

           (b)  Authority of the Committee.  The Committee shall adopt such
rules as it may deem appropriate in order to carry out the purpose of the
Preferred Plan.  All questions of interpretation, administration and
application of the Preferred Plan shall be determined in good faith by a
majority of the members of the Committee then in office, except that the
Committee may authorize any one or more of its members, or any officer of the
Company, to execute and deliver documents on behalf of the Committee.  The
determination of such majority shall be final and binding in all matters
relating to the Preferred Plan.

               Section 4.  Number of Shares Issued in Connection with Option
Grants.   The maximum aggregate number of shares of Preferred Stock that may
be issued under the Preferred Plan is (subject to adjustment as provided in
Section 11):

               Series AA Preferred Shares: 404

               Series BB Preferred Shares: 179

               If and to the extent that any Option expires or has been
surrendered or has been cancelled for any reason whatsoever without being
exercised in full, the shares of Preferred Stock as to which such Option has
not been exercised may again be available for issuance in connection with
future grants of Options.

               Section 5.  Eligible Persons.  Options may be granted only to
Eligible Persons.  The Committee shall have the authority to select the
individual Participants from among such class of Eligible Persons to whom
Options may be granted and to determine the number of Options to be granted to
each Participant.

               Section 6.  Agreement.  The terms and conditions of each Option
shall be embodied in a written agreement (the "Agreement") in a form approved
by the Committee which shall contain terms and conditions not inconsistent with
the Preferred Plan and which shall incorporate the Preferred Plan by
reference.  Each Agreement shall:  (a) state the Date of Grant, the number of
Options being granted pursuant to such Agreement, and the applicable Option
Price or Option Prices; (b) specify the applicable vesting schedule and the
effective term of the Option; (c) be signed by the recipient of the Option and
a person designated by the Committee; and (d) be delivered to the recipient of
the Option.

               Section 7.  Stockholders' Agreement; Restrictions on Transfer.
Each Participant shall, as a condition to the effective grant of any Option
hereunder, execute an agreement, in form and substance satisfactory to the
Company, pursuant to which he shall become a party to the Stockholders'
Agreement.  None of the Option Shares may be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of to any third party other than
the Company except as provided in the Stockholders' Agreement.  None of the
Options may be sold, transferred, assigned, pledged, or otherwise encumbered
or disposed of, except by will or the laws of descent and distribution.  Each
Permitted Transferee (other than the Company) of any Option or Option Share
shall, as a condition to the transfer thereof, execute an agreement, in form
and substance satisfactory to the Company, pursuant to which it shall become a
party to the Stockholder's Agreement and the Agreement applicable to the
transferor.

               Section 8.  Options.

           (a)  Terms of Options Generally.  Options may be granted to any
Eligible Person.  Each Option shall entitle the Participant to whom such
Option was granted to purchase, upon payment of the relevant Option Price, one
share of Series AA Preferred Stock or Series BB Preferred Stock as specified
in the Agreement relating to such Options.  Payment of the Option Price shall
be made in cash, or, in the sole discretion of the Board of Directors and to
the extent provided in the applicable Agreement, in shares of Preferred Stock
or other securities of the Company already owned by the Participant, in other
property acceptable to the Board of Directors or in any combination of cash,
shares of Preferred Stock or other securities of the Company or other
property.  Options granted under the Preferred Plan shall comply with the
following terms and conditions:

                 (i)  Vesting.  Except as vesting may be accelerated pursuant
to the terms of the Preferred Plan or the applicable Agreement, each Option
shall vest in accordance with a schedule to be set forth in the applicable
Agreement.

                (ii)  Acceleration of Vesting.  In the event of a termination
of a Participant's employment by reason of death or Permanent Disability, such
Participant's Options shall become 50% vested if such Options were less than
50% vested at the time of such termination. All Options shall immediately vest
upon (i) the closing of a sale of Common Stock pursuant to Section 3.08 of the
Stockholders' Agreement (and Participants shall be considered to be "Other
Stockholders" for purposes of such Section 3.08), (ii) a sale by the Company
of all or substantially all of its assets to a third party that is not an
Affiliate of the Company, and (iii) the occurrence of a Liquidation Event as
defined in the Company's Amended and Restated Certificate of Incorporation
("Charter").  In addition, in the event that any dividend shall be paid by the
Company pursuant to Sections 4.02(a)(i)(A) or 4.02(b)(i)(A) of the Charter,
all Series AA Options or Series BB Options, respectively, shall immediately
vest.

               (iii)  Duration of Options.  Each Option shall be effective for
such term as shall be determined by the Board of Directors and set forth in
the applicable Agreement; provided, however, that the term of any Option shall
not exceed 10 years from the Date of Grant.

                (iv)  Exercise Following Termination of Employment.  Upon
termination of a Participant's employment with the Company or any of its
Subsidiaries (including upon the Participant's death, Permanent Disability or
Retirement, but not including a termination, on or prior to December 31, 2001,
of such Participant's employment by the Company or any of its Subsidiaries for
Cause or by the Participant other than for Good Reason), the Participant (or,
in the case of the Participant's death, his Beneficiary) may exercise any
Vested Option, subject to Section 8(b), at any time until the earlier of (A)
one year following the date of such termination of employment (or, if a Vested
Option may not be exercised on the date of such termination of employment
because the conditions to exercise set forth in Section 8(b) are not
satisfied, one year following the date on which the Company notifies the
Participant that one such condition has been satisfied and that the Option may
be exercised), and (B) exercise by the Company of its Call Right under Section
9, but in no event after the expiration of the Option under the provisions of
clause 8(a)(iii) above.  Upon the expiration of such period or exercise of
such Call Right, any such Vested Option not theretofore exercised shall be
canceled, and the shares of Preferred Stock that had been subject thereto
shall again be available for grants of further Options under the Preferred
Plan.

                 (v)  Certain Restrictions.  Options granted hereunder shall be
exercisable during the Participant's lifetime only by the Participant.

                (vi)  Stockholder Rights.  A Participant shall have no rights
as a stockholder with respect to any Option Shares until a certificate or
certificates evidencing such shares shall have been issued to such
Participant, and, except as provided in Section 11, no adjustment shall be
made for dividends or distributions or other rights in respect of any share
for which the record date is prior to the date upon which the Participant
shall become the holder of record thereof.

               (vii)  Dividends, Distributions and Conversions.  Any shares of
Preferred Stock, Common Stock or other securities of the Company received by a
Participant as a result of a stock distribution to holders of Options or
Option Shares, as a stock dividend on Option Shares or as a result of a
conversion of Options or Option Shares into other securities of the Company
shall be subject to the same restrictions as such Option Shares, and all
references to Option Shares hereunder shall be deemed to include such shares
of Preferred Stock, Common Stock or other securities.

              (viii)  Conversion of Options.  Each Option Agreement shall
provide that in the event of a Majority Conversion (as defined in Section 11),
the Participant shall agree, if so requested by the Company, to immediately
convert any shares of Preferred Stock held by the Participant into shares of
Common Stock upon the same terms and conditions as apply to such Majority
Conversion.

                (ix)  Additional Terms and Conditions.  Each Option granted
hereunder, and any Option Shares issued in connection with such Option, shall
be subject to such additional terms and conditions not inconsistent with the
Preferred Plan which are prescribed by the Board of Directors and set forth in
the applicable Agreement.

           (b)  Limitation on Exercise.  An Option shall not be exercisable
unless the offer and sale of the corresponding Option Shares have been
registered under the 1933 Act and qualified under applicable state "blue sky"
laws, or the Company has determined that an exemption from registration under
the 1933 Act and from qualification under such state "blue sky" laws is
available.  The Company shall use its reasonable best efforts to cause the
offer and sale of such Option Shares to qualify (i) for an applicable
exemption from registration under the 1933 Act and (ii) under applicable state
"blue sky" laws.

           (c)  Issuance of Certificate.  As soon as practicable following the
exercise of any Options, a Legended Certificate evidencing the number of
Option Shares issued in connection with such exercise shall be issued in the
name of the Participant.

           (d)  Unvested Options.  Upon termination of a Participant's
employment for any reason, all Options which have not theretofore vested (and
which do not vest by reason of such termination of employment) shall be
forfeited and canceled without any payment therefor.

               Section 9.  Termination of Employment.

           (a)  Company Call Right.

                 (i)  Exercise of Call Right.  If the employment of a
Participant with the Company and its Subsidiaries terminates for any reason
(other than a termination by the Participant for Good Reason or termination
by the Company without Cause) prior to a Liquidity Event, the Company shall
have a Call Right, exercisable for a period of fifteen months following such
termination of employment, with respect to all of the Vested Options and
Option Shares beneficially owned by the Participant and any Permitted
Transferees of the Participant.  The Company may exercise its Call Right by
giving written notice thereof to the Participant or such Permitted Transferee.

                (ii)  Purchase Price.  With respect to any exercise of the
Company's Call Right as provided for in Section 9(a)(i), the Participant or
his Permitted Transferee, as applicable, shall surrender to the Company all
Vested Options and Option Shares, and the Company shall pay to the Participant
as consideration therefor the following:

                       (A)  In the event that the employment of a Participant
is terminated by the Company or any of its Subsidiaries without Cause, or by
reason of death, Permanent Disability or Retirement (or is terminated for any
other reason, except termination by the Participant for Good Reason or
termination by the Company without Cause, following December 31, 2001), the
Participant shall receive a payment equal to (i) in the case of Vested
Options, the excess, if any, of the aggregate Applicable Value of the Option
Shares subject to such Vested Options over the aggregate Option Price of such
Options, and if such amount is zero or less, the Options shall be surrendered
for cancellation without any consideration being paid therefor, and (ii) in the
case of Option Shares, the aggregate Applicable Value of such Option Shares.
The Applicable Value shall, for purposes of this Section 9, be determined as
of the date of termination of the Participant's employment.

                       (B)  In the event that, on or prior to December 31,
2001, the Participant's employment is terminated by the Company or any of its
Subsidiaries for Cause, or by the Participant other than for Good Reason, (i)
the Participant's Vested Options shall be surrendered for cancellation without
any consideration being paid therefor and (ii) the Participant shall receive a
payment equal to the lower of (x) the aggregate Applicable Value of the
Participant's Option Shares and (y) the aggregate Adjusted Purchase Price for
such Option Shares.

           (b)  Appraisal.  If, in connection with the exercise by the Company
of its Call Right under this Section 9, the Participant with respect to whose
Options or Option Shares are subject to the Call Right reasonably believes that
the Board of Directors' determination of Fair Market Value (if applicable) is
not reasonable, then the Participant may challenge the Board of Directors'
determination of such Fair Market Value by giving written notice to the Board
of Directors no later than ten business days after receipt of notice of the
purchase price which the Company intends to pay upon exercise of its Call
Right.  In such event, the Company shall engage at its own expense an
appraisal or investment banking firm that is independent of the Company and
its Affiliates to determine the Fair Market Value of the Preferred Stock or
Common Stock (as the case may be) for purposes of determining the purchase
price to be paid by the Company; provided, however, that if such a
determination has been made by such an appraisal or investment banking firm
less than six months prior to the date as of which the Fair Market Value of the
Preferred Stock or Common Stock is to be determined, the Company shall not be
required to engage any such firm and may, in its discretion, instead rely upon
such earlier valuation.  Any such appraisal or investment banking firm engaged
by the Company shall be selected by the Board of Directors and shall be
reasonably satisfactory to the Participant.  The purchase price determined by
such independent appraisal or investment banking firm shall be conclusive and
binding on the parties.  Anything in Section 10(a) to the contrary
notwithstanding, if such an independent appraisal or investment firm is
appointed, no payment shall be made in respect of the Company's repurchase of
Vested Options or Option Shares pending the determination of the purchase
price by such firm, and payment of such purchase price shall instead be made
no later than the tenth business day following receipt by the Company of the
report of such firm establishing such purchase price.  If there has been an
independent appraisal or determination of Fair Market Value by an independent
appraisal or investment banking firm within the past year and the Fair Market
Value so determined by the independent appraisal or investment banking firm
exceeds the earlier Fair Market Value so determined by 10%, the costs of such
firm shall be for the account of the Company; in all other cases, the costs of
such firm shall be shared equally by the Company and the Participant, and the
Company shall have the right to withhold such costs from any payment it makes
in respect of its repurchase of Vested Options or Option Shares from the
Participant.

           (c)  Post-Call Events.

                 (i)  If (x) the Company shall have exercised its Call Right
under this Section 9 following a termination of the Participant's employment
by the Company or one of its Subsidiaries without Cause, (y) the Company
becomes a Public Company during the 270-day period beginning as of the day
after the termination of the Participant's employment and (z) the
consideration that the holder of a share of Preferred Stock is entitled to
receive pursuant to Section 4.02(a)(ii)(B) or Section 4.02(b)(ii)(B) of the
Charter exceeds (the "Excess Price") the Applicable Value paid by the Company
pursuant to Section 9(a) in connection with the exercise of its Call Right,
then the Company shall pay to the Participant, as promptly as practicable
after the date of such Public Offering, an amount in cash (subject to Section
10(b)) equal to the Excess Price multiplied by the number of Option Shares or
shares of Preferred Stock underlying such Vested Options, as the case may be,
with respect to which the Company shall have exercised its Call Right.

                (ii)  If (w) the Company shall have exercised its Call Right
under this Section 9 following a termination of the Participant's employment
by the Company or one of its Subsidiaries without Cause, (x) during the
270-day period beginning as of the day after the termination of the
Participant's employment, the stockholders of the Company enter into (or
participate with respect to) a definitive agreement for the sale of all of the
outstanding shares of Common Stock in accordance with Section 3.08 of the
Stockholders' Agreement or the Company enters into a definitive merger
agreement pursuant to the which the stockholders of the Company will receive
cash (the "merger consideration") in lieu of their shares of Company stock, (y)
such sale or merger is thereafter consummated and (z) if the per share price
at which the Preferred Stock is sold in such sale, or the merger consideration
paid with respect to each share of Preferred Stock in such merger, exceeds (in
each case, the "Excess Sales Price") the Applicable Value paid by the Company
pursuant to Section 9(a) in connection with the exercise of its Call Right,
then the Company shall pay to the Participant, as promptly as practicable
after the closing date of such sale, an amount in cash (subject to Section
10(b)) equal to the Excess Sales Price multiplied by the number of Option
Shares or shares of Preferred Stock underlying such Vested Options, as the
case may be, with respect to which the Company shall have exercised its Call
Right.

               (iii)  If (w) the Company shall have exercised its Call Right
under this Section 9 following a termination of the Participant's employment
by the Company or one of its Subsidiaries without Cause, (x) the Company
enters into, during the 270-day period beginning as of the day after the
termination of the Participant's employment, a definitive agreement for the
sale of all or substantially all of its assets (other than a sale to an
Affiliate), (y) such sale is thereafter consummated and (z) if the per share
liquidation proceeds calculated (after giving effect to the provisions of this
paragraph) to be received by the holder of a share of the Series AA Preferred
Stock upon a subsequent pending liquidation of the Company exceeds (the "Excess
Series AA Proceeds") the Applicable Value paid by the Company pursuant to
Section 9(a) in connection with the exercise of its Call Right, then the
Company shall pay to the Participant, immediately prior to such liquidation,
an amount in cash (subject to Section 10(b)) equal to the Excess Series AA
Proceeds multiplied by the number of Series AA Preferred Stock Option Shares
or shares of Series AA Preferred Stock underlying such Vested Options, as the
case may be, with respect to which the Company shall have exercised its Call
Right.

                (iv)  If (w) the Company shall have exercised its Call Right
under this Section 9 following a termination of the Participant's employment
by the Company or one of its Subsidiaries without Cause, (x) the Company
enters into during the 270-day period beginning as of the day after the
termination of the Participant's employment, a definitive agreement for the
sale of all or substantially all of its assets (other than a sale to an
Affiliate), (y) such sale is thereafter consummated and (z) if the per share
liquidation proceeds calculated (after giving effect to the provisions of this
paragraph) to be received by the holder of a share of the Series BB Preferred
Stock upon a subsequent pending liquidation of the Company exceeds (the "Excess
Series BB Proceeds") the Applicable Value paid by the Company pursuant to
Section 9(a) in connection with the exercise of its Call Right, then the
Company shall pay to the Participant, immediately prior to such liquidation,
an amount in cash (subject to Section 10(b)) equal to the Excess Series BB
Proceeds multiplied by the number of Series BB Preferred Stock Option Shares
or shares of Series BB Preferred Stock underlying such Vested Options, as the
case may be, with respect to which the Company shall have exercised its Call
Right.

               Section 10.  Additional Terms Relating to the Company's Call
Right.

           (a)  Closing.  The closing of any exercise of the Company's Call
Right shall take place at the offices of the Company, or such other place as
may be mutually agreed, not less than 15 nor more than 30 days after the date
such Call Right is exercised.  The date and time of closing shall be specified
by the Company at the time it exercises the Call Right.  At such closing, the
Participant shall deliver consents to the surrender and cancellation of Vested
Options and certificates for the Option Shares to be repurchased by the
Company duly endorsed, or accompanied by written instruments of transfer in
form reasonably satisfactory to the Company duly executed by the Participant,
free and clear of any Encumbrances.  The Company shall, subject to Section
10(b), pay the applicable purchase price for surrendered Vested Options or
Option Shares in cash.

           (b)  Financial Capability; Legal Limitations.  Anything in the
Preferred Plan or any Agreement to the contrary notwithstanding, to the extent
that (i) the limitations or restrictions applicable to the Company or any of
its Subsidiaries under the laws of the State of Delaware, the restrictions or
limitations contained in the Company's Certificate of Incorporation or any
other applicable law, rule or regulation or under the terms of any indebtedness
for borrowed money of the Company or any of its Subsidiaries prohibit the
Company from making any payment required under the Preferred Plan or any
applicable Agreement with respect to an Option or Option Share or (ii) the
Board of Directors shall determine in good faith that the Company is not
financially capable of making any such payment (provided, however, that the
Board of Directors shall not make any such determination in the event that a
dividend or other payment has been made with respect to Preferred Stock within
thirty days thereof), then the Company shall not be obligated to make payment
at such time, and shall have the right to defer such payment until the Board
of Directors reasonably determines that such limitations and restrictions no
longer restrict the Company from making such deferred payment.  Any amounts
the payment of which is so deferred shall bear interest, compounded annually
and calculated at a rate equal to the T-Bill Rate plus 50 basis points per
annum from the closing date for the repurchase of the Participant's Options
and Option Shares and shall be paid (with interest) promptly after, and to the
extent that, the Board of Directors determines that the limitations and
restrictions referred to in the first sentence of this Section 10(b) no longer
restrict such payment.  Notwithstanding a deferral of payment in accordance
with this Section 10(b) for Vested Options or Option Shares in respect of
which the Company shall have exercised its Call Right, the closing of any
exercise of such Call Right shall take place as provided in Section 10(a), and
the right of the Participant and his Permitted Transferees in respect of the
Vested Options and Option Shares (other than the right to receive payment of
amounts deferred and interest thereon in accordance with this Section 10(b))
shall terminate as of such closing.

               Section 11.  Effect of Certain Corporate Changes.  (a) In the
event that at least 50 per cent of the shares of any series of Preferred Stock
outstanding on the date hereof are converted into shares of Common Stock, or
the Company has received notice that such shares are to be converted (each, a
"Majority Conversion"), each Option to purchase shares of that series of
Preferred Stock shall be automatically converted into an Option to purchase
shares of Common Stock upon the same terms and conditions as apply to such
Majority Conversion.

           (b)  In the event that at least 50 per cent of the shares of any
series of Preferred Stock outstanding on the date hereof are redeemed by the
Company for cash, or the Company has given notice of its intention to effect
such a redemption, the Committee may provide that each Option shall be
cancelled, in which case the Company shall pay each such Participant in cash
for each such Option an amount determined by multiplying (A) the excess, if
any, of the redemption price over the Option Price of such Option by (B) the
number of Option Shares to which such Option relates.

           (c)  In the event that any dividend or other distribution (whether
in the form of cash, securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, exchange, conversion, redemption or public
offering of securities of the Company, issuance or warrants or other rights to
purchase securities of the Company, or other similar corporate transaction or
event affects the Preferred Stock (or in the event that Options have been
converted into Options to purchase shares of Common Stock pursuant to Section
11(a), the Common Stock) then the Committee shall, in order to prevent economic
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Preferred Plan, in such manner as it may deem
equitable, adjust any or all of (i) the number of shares of Preferred Stock,
Common Stock or other securities of the Company (or number and kind of other
securities or property) with respect to which Options may be granted, (ii) the
number of shares of Preferred Stock, Common Stock or other securities of the
Company (or number and kind of other securities or property) subject to
outstanding Options, (iii) the Option Price with respect to any Option, and
(iv) in the case of Options that have been exercised but the Option Shares for
which have not been delivered by the Company, the number or kind of shares or
other consideration to be delivered.

               Section 12.  Miscellaneous.

           (a)  No Rights to Grants or Continued Employment.  No Participant
shall have any claim or right to receive grants of Options under the Preferred
Plan.  Neither the Preferred Plan nor any action taken or omitted to be taken
hereunder shall be deemed to create or confer on any Participant any right to
be retained in the employ of the Company or any Subsidiary or other Affiliate
thereof, or to interfere with or to limit in any way the right of the Company
or any Subsidiary or other Affiliate thereof to determine the employment of
such Participant at any time.

           (b)  Right of Company to Assign Rights and Delegate Duties.  The
Company shall have the right to assign any of its rights and delegate any of
its duties hereunder to any of its Affiliates.

           (c)  Tax Withholding.  The Company and its Subsidiaries shall have
the right to require any individual entitled to receive Option Shares to remit
to the Company, prior to the delivery of any certificates evidencing such
shares, any amount sufficient to satisfy any Federal, state or local tax
withholding requirements.  Prior to the Company's determination of such
withholding liability, such individual may make an irrevocable election to
satisfy, in whole or in part, such obligation to remit taxes by directing the
Company to withhold Option Shares that would otherwise be received by such
individual.  The Company and its Subsidiaries shall also have the right to
deduct from all cash payments made pursuant to the Preferred Plan or any
applicable Agreement with any Federal, state or local taxes required to be
withheld with respect to such payments.

           (d)  No Restriction on Right of Company to Effect Corporate
Changes.  The Preferred Plan shall not affect in any way the right or power of
the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the capital structure or
business of the Company, or any merger or consolidation of the Company, or any
issue of stock or options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to
or affect the Preferred Stock or the Common Stock or the rights thereof or
which are convertible into or exchangeable for Preferred Stock or Common Stock
or the dissolution or liquidation of the Company, or any sale or transfer of
all or any part of the assets or business of the Company, or any other
corporate act or proceeding, whether of a similar character or otherwise.

           (e)  1934 Act.  Notwithstanding anything contained in the Preferred
Plan or any Agreement to the contrary, if the consummation of any transaction
under the Preferred Plan would result in the possible imposition of liability
on a Participant pursuant to Section 16(b) of the 1934 Act, the Committee shall
have the right, in its sole discretion, but shall not be obligated, to defer
such transaction to the extent necessary to avoid such liability, but in no
event for a period in excess of 180 days.

               Section 13.  Amendment.  The Board of Directors may at any time
and from time to time alter, amend, suspend or terminate the Preferred Plan in
whole or in part.  No termination or amendment of the Preferred Plan may,
without the consent of the Participant to whom any Options shall previously
have been granted, adversely affect the rights of such Participant in such
Options; provided, however, that the Participant Committee (as hereinafter
defined) shall have the authority to approve (without any further consent and
which approval shall be binding on all Participants) any such alteration,
amendment, suspension, termination or waiver of any of the rights of the
Participants under the Preferred Plan or any Agreement or any outstanding
Options so long as such alteration, amendment, suspension, termination or
waiver is uniformly applicable to all Participants.  As used herein, the
"Participant Committee" means Stephen M. Dyott and successor members of such
committee appointed by him.

               Section 14.  Effective Date.  The Preferred Plan shall be
effective as of the Effective Time.

               Section 15.  Termination.  Unless previously terminated
pursuant to Section 13 hereof, the Preferred Plan shall terminate on the tenth
anniversary of the Effective Time, and no further Options may be awarded
hereunder after such date.

               Section 16.  Headings.  The headings of sections and subsections
herein are included solely for convenience of reference and shall not affect
the meaning of any of the provisions of the Preferred Plan.

               Section 17.  Governing Law.  The Preferred Plan and all rights
hereunder shall be construed in accordance with and governed by laws of the
State of New York.