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                                                                    EXHIBIT 99.1



                            AMTEVA TECHNOLOGIES, INC.

                            1998 STOCK INCENTIVE PLAN


        1.     Purpose.

               The purpose of this 1998 Stock Incentive Plan (the "Plan") of
Amteva Technologies, Inc., a Virginia corporation (the "Company"), is to advance
the interests of the Company's stockholders by enhancing the Company's ability
to attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary corporations as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code") and any other business venture
(including, without limitation, joint venture or limited liability company) in
which the Company has a significant interest, as determined by the Board of
Directors of the Company (the "Board").

        2.     Eligibility.

               All of the Company's employees, officers, directors, consultants
and advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant".

        3.     Administration, Delegation.

               (a) Administration by Board of Directors. The Plan will be
administered by the Board. The Board shall have authority to grant Awards and to
adopt, amend and repeal such administrative rules, guidelines and practices
relating to the Plan as it shall deem advisable. The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any
Award in the manner and to the extent it shall deem expedient to carry the Plan
into effect and it shall be the sole and final judge of such expediency. All
decisions by the Board shall be made in the Board's sole discretion and shall be
final and binding on all persons having or claiming any interest in the Plan or
in any Award. No director or person acting, pursuant to the authority delegated
by the Board shall be liable for any action or determination relating to or
under the Plan made in good faith.

               (b) Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.



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               (c) Appointment of Committees. To the extent permitted by
applicable law, the Board may delegate any or all of its powers under the Plan
to one or more committees or subcommittees of the Board (a "Committee"). All
references in the Plan to the Board shall mean the Board or a Committee of the
Board or the executive officer referred to in Section 3(b) to the extent that
the Board's powers or authority under the Plan have been delegated to such
Committee or executive officer. If and when the common stock, $.0l par value per
share, of the Company (the "Common Stock") is registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), the Board shall appoint one such
Committee of not less than two members, each member of which shall be an
"outside director" within the meaning of Section 162(m) of the Code and a
"non-employee director" as defined in Rule 16b-3 promulgated under the Exchange
Act.

        4.     Stock Available for Awards.

               (a) Number of Shares. Subject to adjustment under Section 8,
Awards may be made under the Plan for up to 500,000 (five hundred thousand)
shares of common stock, $.01 par value per share, of the Company (the "Common
Stock"). In addition, the foregoing limit shall be increased by: (i) any shares
of Common Stock authorized to be issued pursuant to options under the Company's
Stock Option Plan, adopted March 14, 1996 (the "Existing Plan") which are. not,
as of the date hereof, subject to an option under the Existing Plan; (ii) any
shares of Common Stock which are subject to an option under the Existing Plan
which expires, is terminated, surrendered, or canceled without having been fully
exercised, or is forfeited in whole or in part, or results in any Common Stock
not being issued; and (iii) any shares of Common Stock which are obtained
pursuant to the exercise of an option under the Existing Plan and which are
repurchased by the Company in accordance with the Company's repurchase right
under the Existing Plan; provided that the aggregate number of shares of Common
Stock which may be issued collectively under the Plan and the Existing Plan
shall not exceed 2,500,000 (two million five hundred thousand) shares. If any
Award expires or is terminated, surrendered or canceled without having been
fully exercised or is forfeited in whole or in part or results in any Common
Stock not being issued, the unused Common Stock covered by such Award shall
again be available for the grant of Awards under the Plan, subject, however, in
the case of Incentive Stock Options (as hereinafter defined), to any limitation
required under the Code. Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.

               (b) Per-Participant Limit. Subject to adjustment under Section 8,
for Awards granted after the Common Stock is registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), the maximum number of shares of
Common Stock with respect to which an Award may be granted to any Participant
under the Plan shall be 100,000 (one hundred thousand) per calendar year. The
per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code.

        5.     Stock Options.

               (a) General. The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the


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exercise of each Option, including conditions relating to applicable federal or
state securities considers necessary or advisable. An Option which is not
intended to be an Incentive Stock Option (as hereinafter defined) shall be
designated a "Nonstatutory Stock Option".

               (b) Incentive Stock Options. An Option that the Board intends to
be an "incentive stock option" as defined in Section 422 of the Code (an
"Incentive Stock Option" shall only be granted to employees of the Company and
shall be subject to and shall be construed consistently with the requirements of
Section 422 of the Code. The Company shall have no liability to a Participant,
or any other party, if an Option (or any part thereof) which is intended to be
an Incentive Stock Option is not an Incentive Stock Option.

               (c) Exercise Price. The Board shall establish the exercise price
at the time each Option is granted and specify it in the applicable option
agreement.

               (d) Duration of Options. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement.

               (e) Exercise of Option. Options may be exercised by delivery to
the Company of a written notice of exercise signed by the proper person or by
any other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

               (f) Payment Upon Exercise. Common Stock purchased upon the
exercise of an Option granted under the Plan shall be paid for as follows:

                      (i) in cash or by check, payable to the order of the
Company;

                      (ii) except as the Board may, in its sole discretion,
otherwise provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;

                      (iii) when the Common Stock is registered under the
Exchange Act, by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board in good faith ("Fair Market Value"), which Common Stock was owned by
the Participant at least six months prior to such delivery;

                      (iv) to the extent permitted by the Board, in its sole
discretion by (i) delivery of a promissory note of the Participant to the
Company on terms determined by the Board, or (ii) payment of such other lawful
consideration as the Board may determine; or

                      (v) by any combination of the above permitted forms of
payment.


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        6.     Restricted Stock.

               (a) Grants. The Board may grant Awards entitling recipients to
acquire shares of Common Stock, subject to the right of the Company to
repurchase all or part of such shares at their issue price or other stated or
formula price (or to require forfeiture of such at no cost) from the recipient
in the event that conditions specified by the Board in the Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

               (b) Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

        7.     Other Stock-Based Awards.

               The Board shall have the right to grant other Awards based upon
the Common Stock having such terms and conditions as the Board may determine,
including the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights.

        8.     Adjustments for Changes in Common Stock and Certain Other Events.

               (a) Changes in Capitalization. In the event of any stock split,
reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (v) the terms of each other outstanding Award shall
be appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate. If this Section 8(a)
applies and Section 8(c) also applies to any event, Section 8(c) shall be
applicable to such event, and this Section 8(a) shall not be applicable.

               (b) Liquidation or Dissolution. In the event of a proposed
liquidation or dissolution of the Company, the Board shall upon written notice
to the Participants provide that


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all then unexercised Options will (i) become exercisable in full as of a
specified time at least 10 business days prior to the effective date of such
liquidation or dissolution and (ii) terminate effective upon such liquidation or
dissolution, except to the extent exercised before such effect date. The Board
may specify the effect of a liquidation or dissolution on any Restricted or
other Award granted under the Plan at the time of the grant of such Award.

               (c) Acquisition and Change in Control Events.

                      (i)    Definitions.

                             (A)     An "ACQUISITION EVENT" shall mean:

                                    (I)     any merger or  consolidation of the
Company with or into another entity as a result of which the Common Stock is
converted into or exchanged for the right to receive cash, securities or other
property; or

                                    (II)    any exchange of shares of the
Company for cash, securities or other property pursuant to a statutory share
exchange transaction.

                             (B)     A "CHANGE IN CONTROL EVENT" shall mean:

                                    (I)     the acquisition by an individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership of any capital stock of the Company if, after such
acquisition, such Person beneficially owns (within the meaning of Rule 13d-3
promulgated under the Exchange Act) 20% or more of either (x) the
then-outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (y) the combined voting power of the then-outstanding
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this subsection (i), the following acquisitions shall not
constitute a Change in Control Event: (A) any acquisition directly from the
Company (excluding an acquisition pursuant to the exercise, conversion or
exchange of any security exercisable for, convertible into or exchangeable for
common stock or voting securities of the Company, unless the Person exercising,
converting or exchanging such security acquired such security directly from the
Company or an underwriter or agent of the Company), (B) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or (C) any acquisition by any
corporation pursuant to a Business Combination (as defined below) which complies
with clauses (x) and (y) of subsection (iii) of this definition; or

                                   (II)      such time as the Continuing
Directors (as defined below) do not constitute a majority of the Board (or, if
applicable, the Board of Directors of a successor corporation to the Company),
where the term "Continuing Director" means at any date a member of the Board (x)
who was a member of the Board on the date of the initial adoption of this Plan
by the Board or (y) who was nominated or elected subsequent to such date by at
least a majority of the directors who were Continuing Directors at the time of
such nomination or


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election or whose election to the Board was recommended or endorsed by at least
a majority of the directors who were Continuing Directors at the time of such
nomination or election; provided, however, that there shall be excluded from
this clause (y) any individual whose initial assumption of office occurred as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Board; or

                                    (III) the consummation of a merger,
consolidation, reorganization or statutory share exchange involving the Company
or a sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), unless, immediately following such Business
Combination, each of the following two conditions is satisfied: (x) all or
substantially all of the individuals and entities who were the beneficial owners
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the then- outstanding shares of common
stock and the combined voting power of the then-outstanding securities entitled
to vote generally in the election of directors, respectively, of the resulting
or acquiring corporation in such Business Combination (which shall include,
without limitation, a corporation which as a result of such transaction owns the
Company or substantially all of the Company's assets either directly or through
one or more subsidiaries) (such resulting or acquiring corporation is referred
to herein as the "Acquiring Corporation") in substantially the same proportions
as their ownership of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, respectively, immediately prior to. such Business
Combination and (y) no Person (excluding the Acquiring Corporation or any
employee benefit plan (or related trust) maintained or sponsored by the Company
or by the Acquiring Corporation) beneficially owns, directly or indirectly, 20%
or more of the then-outstanding shares of common stock of the Acquiring
Corporation, or of the combined voting power of the then-outstanding securities
of such corporation entitled to vote generally in the election of directors
(except to the extent that such ownership existed prior to the Business
Combination).

                             (C) "GOOD REASON" shall mean any significant
diminution in the Participant's title, authority, or responsibilities from and
after such Acquisition Event or Change in Control Event, as the case may be, or
any reduction in the annual cash compensation payable to the Participant from
and after such Acquisition Event or Change in Control Event, as the case may be,
or the relocation of the place of business at which the Participant is
principally located to a location that is greater than 50 miles from the current
site.

                             (D) "CAUSE" shall mean any (i) willful failure by
the Participant, which failure is not cured within 30 days of written notice to
the Participant from the Company, to perform his or her material
responsibilities to the Company or (ii) willful misconduct by the Participant
which affects the business reputation of the Company. [The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for Cause was
warranted.]


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                      (ii) Effect on Options.

                             (A) Acquisition Event. Upon the occurrence of an
Acquisition Event (regardless of whether such event also constitutes a Change in
Control Event), or the execution by the Company of any agreement with respect to
an Acquisition Event (regardless of whether such event will result in a Change
in Control Event), the Board shall provide that all outstanding Options shall be
assumed, or equivalent options shall be substituted by the acquiring of
succeeding corporation (or an affiliate thereof); provided that if such
Acquisition Event also constitutes a Change in Control Event, except to the
extent specifically provided to the contrary in the instrument evidencing any
Option or any other agreement between a Participant and the Company (A) one-half
of the number of shares subject to the Option which were not already vested
shall be exercisable upon the occurrence of such Acquisition Event and, subject
to (B) below, the remaining one-half of such number of shares shall continue to
become vested in accordance with the original vesting schedule set forth in such
option, with one-half of the number of shares that would otherwise have first
become vested becoming so vested on each subsequent vesting date in accordance
with the original schedule and (B) such assumed substituted options shall become
immediately exercisable in full if, on or prior to the anniversary of the date
of the consummation of the Acquisition Event, the Participant's employment with
the Company or the acquiring or succeeding corporation is terminated for Good
Reason by the Participant or is terminated without Cause by the Company or the
acquiring or succeeding corporation. For purposes hereof, an Option shall be
considered to be assumed if, following consummation of the Acquisition Event,
the Option confers the right to purchase, for each share of Common Stock subject
to the Option immediately prior to the consummation of the Acquisition Event,
the consideration (whether cash, securities or other property) received as a
result of the Acquisition Event by holders of Common Stock for each share of
Common Stock held immediately prior to the consummation of the Acquisition Event
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if the consideration received as a result
of the Acquisition Event is not solely common stock of the acquiring or
succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist solely of
common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in fair market value to the per share consideration received
by holders of outstanding shares of Common Stock as a result of the Acquisition
Event.

               Notwithstanding the foregoing, if the acquiring or succeeding
corporation (or an affiliate thereof) does not agree to assume, or substitute
for, such Options, then the Board shall, upon written notice to the
Participants, provide that all then unexercised Options will become exercisable
in full as of a specified time prior to the Acquisition Event and will terminate
immediately prior to the consummation of such Acquisition Event, except to the
extent exercised by the Participants before the consummation of such Acquisition
Event; provided, however, that in the event of an Acquisition Event under the
terms of which holders of Common Stock will receive upon consummation thereof a
cash payment for each share of Common Stock surrendered pursuant to such
Acquisition Event (the "Acquisition Price"), then the Board may instead provide
that all outstanding Options shall terminate upon consummation of such

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Acquisition Event and that each Participant shall receive, in exchange therefor,
a cash payment equal to the amount (if any) by which (A) the Acquisition Price
multiplied by the number of shares of Common Stock subject to such outstanding
Options (whether or not then exercisable), exceeds (B) the aggregate exercise
price of such Options.

                             (B) Change in Control Event that is not an
Acquisition Event. Upon the occurrence of a Change in Control Event that does
not also constitute as Acquisition Event, except to the extent specifically
provided to the contrary in the instrument evidencing any Option or any other
agreement between a Participant and the Company, the vesting schedule of such
Option shall be accelerated in part so that one-half of the number of shares
that would otherwise have first become vested on any date after the date of the
Change in Control Event shall immediately become exercisable. The remaining
one-half of such number of shares shall continue to become vested in accordance
with the original vesting schedule set forth in such Option, with one-half of
the number of shares that would otherwise have first become vested becoming so
vested on each subsequent vesting date in accordance with the original schedule;
provided, however, that each such Option shall be immediately exercisable in
full if, on or prior to the first anniversary of the date of the consummation of
the Change in Control Event, the Participant's employment with the Company or
the acquiring or succeeding corporation is terminated for Good Reason by the
Participant or is terminated without Cause by the Company or the acquiring or
succeeding corporation.

                      (iii)  Effect on Restricted Stock Awards.

                             (A) Acquisition Event that is not a Change in
Control Event. Upon the occurrence of an Acquisition Event that is not a Change
in Control Event, the repurchase and other rights of the Company under each
outstanding Restricted Stock Award shall inure to the benefit of the Company's
successor and shall apply to the cash, securities or other property which the
Common Stock was converted into or exchanged for pursuant to such Acquisition
Event in the same manner and to the same extent as they applied to the Common
Stock subject to such Restricted Stock Award.

                             (B) Change in Control Event. Upon the occurrence
of a Change in Control Event (regardless of whether such event also constitutes
an Acquisition Event), except to the extent specifically provided to the
contrary in the instrument evidencing any Restricted Stock Award or any other
agreement between a Participant and the Company, the vesting schedule of all
Restricted Stock Awards shall be accelerated in part so that one-half of the
number of shares that would otherwise have first become free from conditions or
restrictions on any date after the date of the Change in Control Event shall
immediately become free from conditions or restrictions. Subject to the
following sentence, the remaining one-half of such number of shares shall
continue to become free from conditions or restrictions in accordance with the
original schedule set forth in such Restricted Stock Award, with one-half of the
number of shares that would otherwise have first become free from conditions or
restrictions becoming free from conditions or restrictions on each subsequent
vesting date in accordance with the original schedule. In addition, each such
Restricted Stock Award shall immediately become free from all conditions or
restrictions if, on or prior to the first anniversary of the date of the
consummation of the Change in Control Event, the Participant's employment with
the Company

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or the acquiring or succeeding corporation is terminated for Good Reason by the
Participant or is terminated without Cause by the Company or the acquiring or
succeeding corporation.

                        (iv) Effect on Other Awards.

                                (A) Acquisition Event that is not a Change in
Control Event. The Board shall specify the effect of an Acquisition Event that
is not a Change in Control Event or any other Award granted under the Plan at
the time of the grant of such Award.

                                (B) Change in Control Event. Upon the occurrence
of a Change in Control Event (regardless of whether such event also constitutes
an Acquisition Event), except to the extent specifically provided to the
contrary in the instrument evidencing any Award or any other agreement between a
Participant and the Company, the vesting schedule of all other Awards shall be
accelerated in part so that one-half of the number of shares that would
otherwise have first become exercisable, realizable, vested or free from
conditions or restrictions on any date after the date of the Change in Control
Event shall immediately become exercisable, realizable, vested or free from
conditions or restrictions. Subject to the following sentence, the remaining
one-half of such number of shares shall continue to become exercisable,
realizable, vested or free from conditions or restrictions in accordance with
the original schedule set forth in such Award, with one-half of the number of
shares that would otherwise have first become exercisable, realizable, vested or
free from conditions or restrictions becoming so exercisable, realizable, vested
or free from conditions or restrictions on each subsequent vesting date in
accordance with the original schedule. In addition, each such Award shall
immediately become fully exercisable, realizable, vested or free from conditions
or restrictions if, on or prior to the first anniversary of the date of the
consummation of the Change in Control Event, the Participant's employment with
the Company or the acquiring or succeeding corporation is terminated for Good
Reason by the Participant or is terminated without Cause by the Company or the
acquiring or succeeding corporation.

        9.     General Provisions Applicable to Awards.

               (a) Transferability of Awards. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

               (b) Documentation. Each Award shall be evidenced by a written
instrument, to be signed by the Company and the Participant, in such form as the
Board shall determine. Each Award may contain terms and conditions in addition
to those set forth in the Plan.

               (c) Board Discretion. Except as otherwise provided by the Plan,
each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

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               (d) Termination of Status. The Board shall determine the effect
on an Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent
to which, and the period during, which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

               (e) Withholding. Each Participant shall pay to the Company, or
make provision satisfactory to the Board for payment of, any taxes required by
law to be withheld in connection with Awards to such Participant no later than
the date of the event creating the tax liability. Except as the Board may
otherwise provide in an Award, when the Common Stock under the Exchange Act,
Participants may satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including shares retained from the Award creating- the
tax obligation, valued at their Fair Market Value. The Company may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.

               (f) Amendment of Award. The Board may amend, modify or terminate
any outstanding Award, including but not limited to, substituting therefor
another Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

               (g) Conditions on Delivery of Stock. The Company will not be
obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i)
all conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

               (h) Acceleration. The Board may at any time provide that any
Options shall become immediately exercisable in full or in part, that any
Restricted Stock Awards shall be free of restrictions in full or in part or that
any other Awards may become exercisable in full or in part or free of some or
all restrictions or conditions, or otherwise realizable in full or in part, as
the case may be.

        10.    Miscellaneous.

               (a) No Right To Employment or Other Status. No person shall have
any claim or right to be granted an Award, and the grant of an Award shall not
be construed as giving, a Participant the right to continued employment or any
other relationship with the Company. The Company expressly reserves the right at
any time to dismiss or otherwise


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terminate its relationship with a Participant free from any liability or claim
under the Plan, except as expressly provided in the applicable Award.

               (b) No Rights As Stockholder. Subject to the provisions of
Participant or Designated Beneficiary shall have any rights as a stockholder
with respect to any shares of Common Stock to be distributed with respect to an
Award holder of such shares. Notwithstanding the foregoing, in the event the
Company effects a split of the Common Stock by means of a stock dividend and the
exercise price of and shares subject to such Option are adjusted as of the date
of the distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

               (c) Effective Date and Term of Plan. The Plan shall become
effective on the date on which it is adopted by the Board, but no Award granted
to a Participant designated by the Board as subject to Section 162(m) of the
Code by the Board shall become exercisable, vested or realizable, as applicable
to such Award, unless and until the Plan has been approved by the Company's
stockholders to the extent stockholder approval is required by Section 162(m) in
the manner required under Section 162(m) (including the vote required under
Section 162(m)). No Awards shall be granted under the Plan after the completion
of ten years from the earlier of (i) the date on which the Plan was adopted by
the Board or (ii) the date the Plan was approved by the Company's stockholders,
but Awards previously granted may extend beyond that date.

               (d) Amendment of Plan. The Board may amend, suspend or terminate
the Plan or any portion thereof at any time, provided that to the extent
required by Section 162(m) of the Code, no Award granted to a Participant
designated as subject to Section 162(m) by the Board after the date of such
amendment shall become exercisable, realizable or vested, as applicable to such
Award (to the extent that such amendment to the Plan was required to grant such
Award to a particular Participant), unless and until such amendment shall have
been approved by the Company's stockholders as required by Section 162(m)
(including the vote required under Section 162(m)).

               (e) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the Commonwealth of Virginia, without regard to any applicable conflicts of law.


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