OSCA
                            STOCK COMPENSATION PLAN




1.  Shares Subject to Plan.  1,000,000 shares of common stock, par value $.01
per share ("Common Stock") of Osca (the "Corporation") shall be reserved for
Awards granted under this Plan (the "Plan"). If any Award granted under this
Plan shall terminate or expire without being fully exercised for any reason
prior to the end of the period under which Awards may be granted, the shares of
Common Stock to which such termination or expiration relates shall again become
available for Awards thereafter granted.

2.  Effective Date and Duration.  This Plan shall become effective on the date
of the consummation of the Corporation's initial public offering and shall
continue in effect for a period of ten (10) years from such date. Upon
expiration of such ten-year period, no further Awards shall be granted (although
unexercised Awards theretofore granted shall continue in effect).

3.  Awards.  The Board may grant Options, including Incentive Stock Options
meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and Non-Qualified Options, and other stock-based awards,
collectively referred to as "Awards."

4.  Administration of the Plan. The Board of Directors of the Corporation (the
"Board"), which may act through its Compensation and Incentive Committee (the
"Committee"), shall administer this Plan.  It may in its sole discretion
determine the person or persons to whom Awards are to be granted and the number
of shares to be covered by each such Award, all within the limitations set forth
in this Plan.  It may interpret the provisions of this Plan and decide all
questions of fact arising out of its application, and all such interpretations
and determinations shall be conclusive and binding upon the individual employees
and directors involved and all persons claiming under them.

5.  Persons Eligible for Awards.  Individuals who are (a) executive officers,
(b) other key employees (including those who are also directors) or (c) non-
employee directors, in each case of the Corporation or any of its subsidiaries,
may be granted Awards.  For this purpose, the term "subsidiary" shall mean any
corporation in which the Corporation owns stock having 50 percent or more of the
total combined voting power of all classes of such corporation's stock.

6.  Terms and Conditions of Options. Options granted may be either Incentive
Stock Options as defined in Section 422 of the Code, (hereinafter referred to as
"ISOs") or options which are not within the 422 definition (hereinafter referred
to as "Non-Qualified Options") (ISOs and Non-Qualified Options are referred to
collectively as "Options").


(a)  Incentive Stock Options. The terms of each ISO granted shall include those
terms which are required by Section 422 of the Code, and other such terms not
inconsistent therewith as the Board may determine.

(b)  Non-Qualified Options.  Subject to the minimum option price specified in
paragraph (c), the terms of each Non-Qualified Option granted, which may be
different in each case, shall be determined by the Board.

(c)  Minimum Option Price. The option price payable for the shares of Common
Stock subject to each Option granted shall not be less than the fair market
value of the Corporation's Common Stock at the time of the grant of that Option.
The fair market value of the Corporation's Common Stock at the time of the grant
of an Option shall be deemed to be equal to the closing price on the preceding
trading day on the [New York Stock Exchange]; provided, however, that during the
60-day period from and after a change in control of the Corporation, "fair
market value" shall mean, other than in the case of shares of Common Stock
subject to ISOs, the higher of (X) the highest closing price of the Common Stock
on the New York Stock Exchange during the 60-day period prior to the change in
control of the Corporation and (Y) if the change in control of the Corporation
is the result of a transaction or series of transactions described in paragraphs
(a), (b) or (c) of Section 12(A)(iv) hereof, the highest price for shares of
Common Stock paid in such transaction or series of transactions, which in the
case of such paragraph (a) shall be the highest price for shares of Common Stock
as reflected in a Schedule 13D filed under the Exchange Act (as defined in
Section 12(A)(iv)(a) hereof) by the person having made the acquisition.

(d)  Maximum Number of Shares.  Subject to the provisions of Paragraph 11
hereof, the maximum number of shares that may be awarded to any participant in
any year hereunder shall not exceed 150,000.

7.  Terms and Conditions of Other Stock-Based Awards.  The Committee may grant
other stock-based Awards either alone or in addition to other Awards under the
Plan.  The Committee will place such restrictions on such awards as the
Committee determines to be necessary.

8.  Transfer Limitations.  Except as may be determined by the Board or the
Committee, no Award granted shall be transferable otherwise than by will or the
laws of descent and distribution, and no Award granted may be exercised by any
person other than the person to whom the Award shall initially have been granted
during the lifetime of such initial Awardee.

9.  Exercise of Awards.  Awards shall be exercised by written notice to the
Corporation,


which written notice must be accompanied by payment in full of the option price.
Options may be exercised in one or more installments. Payment of the option
price may be made as specified in each Award Agreement (as discussed below), (a)
in cash, (b) by exchanging Common Stock of the Corporation already owned by the
optionee for at least six months prior to the date of exercise, (c) by delivery
of a combination of cash and Common Stock, (d) through the delivery of a notice
that the optionee has placed a market sell order with a broker with respect to
shares of Common Stock then issuable to the optionee upon exercise of the
Option, and that the broker has been directed to pay a sufficient portion of the
net proceeds of the sale to the Corporation in satisfaction of the aggregate
exercise price of the Option or the exercised portion thereof or (e) by such
other method as the Committee may determine. The exchanged shares, plus cash, if
any, must be equal to the aggregate option price of the shares acquired upon
exercise of the Option. The value to be used for any exchanged shares shall be
the closing market price of the Corporation's Common Stock on the preceding
trading day on the New York Stock Exchange. Notwithstanding the foregoing,
during the 60-day period from and after a change in control of the Corporation,
all optionees, with respect to any or all of their respective Options, shall,
unless the Committee shall determine otherwise at the time of grant, have the
right, in lieu of the payment of the full Option price of the shares of Common
Stock being purchased under the Options and by giving written notice to the
Corporation in form satisfactory to the Committee, to elect (within such 60-day
period) to surrender all or part of the Options to the Corporation and to
receive in cash an amount equal to the amount by which the fair market value of
shares of Common Stock on the date of exercise exceeds the option price per
share of Common Stock under the Options multiplied by the number of shares of
Common Stock granted under the Options as to which the right granted by this
sentence shall have been exercised.

(a)  Mandatory Withholding Taxes.  Whenever a Non-Qualified Option is exercised,
the Corporation may require as a condition of delivery that the optionee remit
an amount sufficient to satisfy all federal, state and local withholding tax
requirements related thereto. The optionee may elect to pay the tax by remitting
(1) cash, (2) shares of Common Stock already owned by the optionee for at least
six months, (3) withholding a portion of the shares otherwise deliverable to the
optionee upon the exercise, or (4) by any combination of the above. The value to
be used for any shares delivered or withheld shall be the closing market price
on the preceding trading day on the New York Stock Exchange.

(b)  Disqualifying Dispositions of ISO Shares.  An optionee shall be required to
notify the Corporation of any disposition of shares issued pursuant to the
exercise of an ISO under the circumstances described in Section 421(b) of the
Code (relating to certain disqualifying dispositions), within ten days of such
disposition.

10.  Award Agreement.  No person shall have any rights with respect to an Award
unless and until the Corporation and the person to whom such Award shall have
been granted shall have executed and delivered an Award Agreement containing
provisions setting forth terms of the


Awards.

11.  Anti-Dilution Provision.  If, prior to the complete exercise of any Award,
there shall be declared and paid a stock dividend upon the shares of Common
Stock of the Corporation or if the shares shall be split up, converted,
reclassified, changed into, or exchanged for, a different number or kind of
securities of the Corporation, the Award, to the extent that it has not been
exercised, shall entitle the holder upon the future exercise of such Award to
such number and kind of securities or other property subject to the terms of the
Award to which the holder would be entitled had such holder actually owned the
shares subject to the unexercised portion of the Award at the time of the
occurrence of such stock dividend, split-up, conversion, exchange,
reclassification or exchange; and the aggregate purchase price upon the future
exercise of the Award shall be the same as if originally optioned or awarded
shares were being purchased thereunder; or the Committee shall make such other
adjustment to such Award as it deems appropriate.  If any such event should
occur, the number of shares with respect to which Awards remain to be issued, or
with respect to which Awards may be reissued, shall be similarly adjusted.

     In the event the outstanding shares of Common Stock shall be changed into
or exchanged for any other class or series of capital stock or cash, securities
or other property pursuant to a recapitalization, reclassification, merger,
consolidation, combination or similar transaction (other than a transaction
described in the previous paragraph), then each Award shall thereafter become
exercisable for the number and/or kind of capital stock, and/or the amount of
cash, securities or other property so distributed, into which the shares subject
to the Award would have been changed or exchanged had the Award been exercised
in full prior to such transaction, provided that, if the kind or amount of
capital stock or cash, securities or other property received in such transaction
is not the same for each outstanding share, then the kind or amount of capital
stock or cash, securities or other property for which the Award shall thereafter
become exercisable shall be the kind and amount so receivable per share by a
plurality of the shares; or the Committee shall make such other adjustment to
such Award as it deems appropriate.  If any such event should occur, the number
of shares with respect to which Awards remain to be issued or with respect to
which Awards may be reissued, shall be similarly adjusted.

12.  Additional Provisions.

A.  Vesting, Termination of Employment or Service.

(i)  Upon a change in control of the Corporation (as defined below), all Options
shall


immediately vest and become exercisable and all restrictions on other Awards
shall immediately lapse.

(ii)  Except as otherwise determined by the Board or the Committee, an Award may
be exercised after the termination of an Awardee's employment or service with
the Corporation only to the extent that (a) the Awardee was entitled to do so on
the date of termination (after giving effect to Section 12(A)(i) above), and (b)
the Award would not have expired prior to the date of such exercise had the
Awardee continued to be employed by (or to be in the service of) the
Corporation.

(iii)  The Board (or if such authority is delegated by the Board, the Committee
or the Chief Executive Officer) may in its discretion determine that an
authorized leave of absence or disability shall be deemed to satisfy this Plan's
employment or service requirements.

(iv)  For purposes of this Plan, a "change in control of the Corporation" shall
be deemed to have occurred if the conditions set forth in any one of the
following paragraphs shall have been satisfied:

(a)  any "person" (as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) other than (i)
the Corporation, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of shares
of the Corporation (any such person is hereinafter referred to as a "Person"),
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Corporation
representing more than 20% of the combined voting power of the Corporation's
then outstanding securities (not including in the securities beneficially owned
by such Person any securities acquired directly from the Corporation), excluding
any Person who becomes such a beneficial owner in connection with a transaction
described in clause (i) of paragraph (b) below;

(b)  there is consummated a merger or consolidation of the Corporation or any
direct or indirect subsidiary of the Corporation with or into any other
corporation, other than (i) a merger or consolidation which results in the
directors of the Corporation immediately prior to such merger or consolidation
continuing to constitute at least a majority of the Board of Directors of the
Corporation, the surviving entity or any parent thereof or (ii) a merger or
consolidation effected to implement a recapitalization of the Corporation (or
similar transaction) in which no Person is or becomes the beneficial owner,
directly or indirectly, of securities of the Corporation (not including in the
securities beneficially owned by such Person any securities acquired directly
from the Corporation) representing 20% or more of the combined voting power of
the


Corporation's then outstanding securities:

(c)  the stockholders of the Corporation approve any plan or proposal for the
liquidation or dissolution of the Corporation or there is consummated an
agreement for the sale or disposition by the Corporation of all or substantially
all the Corporation's assets, other than a sale or disposition by the
Corporation of all or substantially all of the Corporation's assets to an
entity, at least a majority of whose directors were directors of the Corporation
immediately prior to such sale or disposition; or

(d)  during any period of two consecutive years (not including any period prior
to the date of this Plan), individuals who at the beginning of such period
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Corporation) whose appointment or election by the
Board or nomination for election by the Corporation's stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the beginning of the period or
whose appointment, election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof.

For purposes of this Plan, where a change in control of the Corporation results
from a series of related transactions, the change in control of the Corporation
shall be deemed to have occurred on the date of the consummation of the first
such transaction.

Notwithstanding any other provision hereof, a "change in control of the
Corporation" shall not be deemed to have occurred by virtue of the consummation
of any transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Corporation immediately
prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns all or
substantially all of the assets of the Corporation immediately following such
transaction or series of transactions.

B.  Listings, Registration and Compliance With Laws and Regulations.

(i)  Each Award shall be subject to the requirement that if at any time the
Board shall determine, in its discretion, that the listing, registration, or
qualification of the shares subject to the Award upon any securities exchange or
under any state or federal securities or other law or regulation, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a
condition to or in connection with the granting of such Award or the issue or
purchase of shares thereunder, no such Award may be exercised or paid in Common
Stock in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained


free of any conditions not acceptable to the Board and the Awardee will supply
the Corporation with such certificates, representations and information as the
Corporation shall request and shall otherwise cooperate with the Corporation in
obtaining such listing, registration, qualification, consent or approval. In the
case of executive officers and other persons subject to Section 16(b) of the
Securities Exchange Act of 1934, the Board may at any time impose any
limitations upon the exercise of an Award which, in the Board's discretion, are
necessary or desirable in order to comply with Section 16(b) and the rules and
regulations thereunder. Prior to the occurrence of a change in control of the
Corporation, if the Corporation, as part of an offering of securities or
otherwise, finds it desirable because of federal or state regulatory
requirements to reduce the period during which any Award may be exercised, the
Board may, in its discretion and without the Awardee's consent, so reduce such
period on not less than 15 days written notice to the Awardee.

(ii)  Notwithstanding the terms of this paragraph, no Awardee shall have the
right to require the Corporation to register, list or qualify said Award or any
of the stock underlying such Option.

C.  Amendment of the Plan.  Except as provided in the following sentence and as
required by law, the Corporation's Board shall have complete power and authority
to amend this Plan at any time and no approval by the Corporation's stockholders
or by any other person, committee or other entity of any kind shall be required
to make any such amendment effective.  The Board shall not, however, increase
the maximum number of shares available for Awards granted unless such increase
shall either be approved by the Corporation's stockholders or shall be permitted
by Paragraph 11.  No termination or amendment may, without consent of the
individual to whom any Award shall have been granted under the Plan, adversely
affect the rights of such individual under such Award.

D.  Captions.  The captions (i.e., all boldfaced words) are for convenience
only, do not constitute a part of this Plan, and shall not be deemed to limit,
characterize or affect in any way any provisions of this Plan, and all
provisions shall be construed as if no captions had been used.

E.  Severability.  Whenever possible, each provision in this Plan and in every
Award at any time granted under this Plan shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Plan or any Award at any time granted under this Plan shall be held to be
prohibited by or invalid under applicable law, then (i) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law, and (ii) all other provisions
and every Award at any time granted under this Plan shall remain in full force
and effect.


F.  No Strict Construction.  No rule of strict construction shall be applied
against the Corporation, the Board, or any other person in the interpretation of
any of the terms of this Plan, any Award granted under this Plan or any rule or
procedure established by the Board or the Committee.

G.  Applicable Law.  Every Award at any time granted under this Plan shall be
deemed to be a contract made under the laws of the State of [Indiana].  For all
purposes, both this Plan and every Award granted under this Plan shall be
construed in accordance with and governed by the laws of the State of [Indiana].