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                                                                 EXHIBIT 10.10


                              AMENDED AND RESTATED
                               ANTEON CORPORATION
                               OMNIBUS STOCK PLAN


          1.   ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS.  Anteon
Corporation hereby establishes the ANTEON CORPORATION OMNIBUS STOCK PLAN (the
"Plan").  The purpose of the Plan is to promote the long-term growth and
profitability of Anteon Corporation (the "Corporation") by (i) providing key
people with incentives to improve stockholder value and to contribute to the
growth and financial success of the Corporation, and (ii) enabling the
Corporation to attract, retain and reward the best available persons for
positions of substantial responsibility.

          The Plan permits the granting of stock options (including
nonqualified stock options and incentive stock options qualifying under
Section 422 of the Code), stock appreciation rights (including freestanding,
tandem and limited stock appreciation rights), restricted or unrestricted
stock awards, phantom stock, or any combination of the foregoing
(collectively, "Awards").

          The Plan is a compensatory benefit plan within the meaning of Rule
701 under the Securities Act of 1933 (the "Securities Act").  Except to the
extent any other exemption from the Securities Act is expressly relied upon
in connection with any agreement entered into pursuant to the Plan or the
securities issuable hereunder are registered under the Securities Act, the
issuance of Common Stock pursuant to the Plan is intended to qualify for the
exemption from registration under the Securities Act provided by Rule 701.
To the extent that an exemption from registration under the Securities Act
provided by Rule 701 is unavailable, all unregistered offers and sales of
Awards and shares of Common Stock issuable upon exercise of an Award are
intended to be exempt from registration under the Securities Act in reliance
upon the private offering exemption contained in Section 4(2) of the
Securities Act, or other available exemption, and the Plan shall be so
administered.

          2.   DEFINITIONS.  Under this Plan, except where the context
otherwise indicates, the following definitions apply:

               (a)  "AFFILIATE" shall mean any person controlled by,
controlling or under common control with the Corporation.

               (b)  "AWARD" shall mean any stock option, stock appreciation
right, stock award, or phantom stock award.

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               (c)  "BOARD" shall mean the Board of Directors of the
Corporation.

               (d)  "CHANGE IN CONTROL" shall mean (i) any sale, exchange or
other disposition of substantially all of the Corporation's assets; or (ii)
any merger, share exchange, consolidation or other reorganization or business
combination in which the Corporation is not the surviving or continuing
corporation, or in which the Corporation's stockholders become entitled to
receive cash, securities of the Corporation other than voting common stock,
or securities of another issuer other than an Affiliate.

               (e)  "CODE" shall mean the Internal Revenue Code of 1986, as
amended, and any regulations issued thereunder.

               (f)  "COMMITTEE" shall mean the Board or committee of Board
members appointed pursuant to Section 3 of the Plan to administer the Plan.

               (g)  "COMMON STOCK" shall mean shares of the Corporation's
Class 1 Common Stock, par value of five cents ($0.05) per share.

               (h)  "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

               (i)  "FAIR MARKET VALUE" of a share of the Corporation's
Common Stock for any purpose on a particular date shall be determined in a
manner such as the Committee shall in good faith determine to be appropriate;
provided, however, that if the Common Stock is publicly traded, then the Fair
Market Value shall mean the last reported sale price per share of Common
Stock, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on a national securities
exchange or included for quotation on the Nasdaq-National Market, or if the
Common Stock is not so listed or admitted to trading or included for
quotation, the last quoted price, or if the Common Stock is not so quoted,
the average of the high bid and low asked prices, regular way, in the
over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation system or, if such system is no
longer in use, the principal other automated quotations system that may then
be in use or, if the Common Stock is not quoted by any such organization, the
average of the closing bid and asked prices, regular way, as furnished by a
professional market maker making a market in the Common Stock as selected in
good faith by the Committee or by such other source or sources as shall be
selected in good faith by the Committee; and provided further, that in the
case of incentive stock options, the determination of Fair Market Value shall
be made by the Committee in

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good faith in compliance with the Treasury Regulations under Section 422 of
the Code.  If, as the case may be, the relevant date is not a trading day,
the determination shall be made as of the next preceding trading day.  As
used herein, the term "trading day" shall mean a day on which public trading
of securities occurs and is reported in the principal consolidated reporting
system referred to above, or if the Common Stock is not listed or admitted to
trading on a national securities exchange or included for quotation on the
Nasdaq-National Market, any day other than a Saturday, a Sunday or a day in
which banking institutions in the state of New York are closed.

               (j)  "GRANT AGREEMENT" shall mean a written agreement between
the Corporation and a grantee memorializing the terms and conditions of an
Award granted pursuant to the Plan.

               (k)  "GRANT DATE" shall mean the date on which the Committee
formally acts to grant an Award to a grantee or such other date as the
Committee shall so designate at the time of taking such formal action.

               (l)  "PARENT" shall mean a corporation, whether now or
hereafter existing, within the meaning of the definition of "Parent
corporation" provided in Section 424(e) of the Code, or any successor thereto
of similar import.

               (m)  "RULE 16B-3" shall mean Rule 16b-3 as in effect under the
Exchange Act on the effective date of the Plan, or any successor provision
prescribing conditions necessary to exempt the issuance of securities under
the Plan (and further transactions in such securities) from Section 16(b) of
the Exchange Act.

               (n)  "SUBSIDIARY" and "SUBSIDIARIES" shall mean only a
corporation or corporations, whether now or hereafter existing, within the
meaning of the definition of "subsidiary corporation" provided in Section
424(f) of the Code, or any successor thereto of similar import.

          3.   ADMINISTRATION.

               (a)  PROCEDURE.  The Plan shall be administered by the Board.
In the alternative, the Board may appoint a Committee consisting of not less
than three (3) members of the Board to administer the Plan on behalf of the
Board, subject to such terms and conditions as the Board may prescribe.  Once
appointed, the Committee shall continue to serve until otherwise directed by
the Board.  From time to time, the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefore, fill
vacancies, however caused, and remove all members of the Committee and,
thereafter, directly administer the Plan.  In the event that the Board is the

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administrator of the Plan in lieu of a Committee, the term "Committee" as
used herein shall be deemed to mean the Board.

          Members of the Board or Committee who are either eligible for
Awards or have been granted Awards may vote on any matters, affecting the
administration of the Plan or the grant of Awards pursuant to the Plan,
except that no such member shall act upon the granting of an Award to himself
or herself, but any such member may be counted in determining the existence
of a quorum at any meeting of the Board or the Committee during which action
is taken with respect to the granting of an Award to him or her.

          The Committee shall meet at such times and places and upon such
notice as it may determine.  A majority of the Committee shall constitute a
quorum. Any acts by the Committee may be taken at any meeting at which a
quorum is present and shall be by majority vote of those members entitled to
vote. Additionally, any acts reduced to writing or approved in writing by all
of the members of the Committee shall be valid acts of the Committee.

               (b)  PROCEDURE AFTER REGISTRATION OF COMMON STOCK.
Notwithstanding the provisions of subsection (a) above, in the event that the
Common Stock or any other capital stock of the Corporation becomes registered
under Section 12 of the Exchange Act, the members of the Committee shall be
both "Non-Employee Directors" within the meaning of Rule 16b-3, and "outside
directors" within the meaning of Section 162(m) of the Code.  Upon and after
the point in time that the Common Stock or any other capital stock of the
Corporation becomes registered under Section 12 of the Exchange Act, the
Board shall take all action necessary to cause the Plan to be administered in
accordance with the then effective provisions of Rule 16b-3, provided that
any amendment to the Plan required for compliance with such provisions shall
be made in accordance with Section 13 of the Plan.

               (c)  POWER OF THE COMMITTEE.  The Committee shall have all the
powers vested in it by the terms of the Plan, such powers to include the
authority, in its sole and absolute discretion, to grant Awards under the
Plan, prescribe Grant Agreements evidencing such Awards and establish
programs for granting Awards.  The Committee shall have full power and
authority to take all other actions necessary to carry out the purpose and
intent of the Plan, including, but not limited to, the authority to:

                    (i)   determine the eligible persons to whom, and the time
     or times at which Awards shall be granted,

                    (ii)  determine the types of Awards to be granted,

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                    (iii) determine the number of shares to be covered by or
     used for reference purposes for each Award,

                    (iv)  impose such terms, limitations, restrictions and
     conditions upon any such Award as the Committee shall deem appropriate,

                    (v)   modify, extend or renew outstanding Awards, accept
     the surrender of outstanding Awards and substitute new Awards, provided
     that no such action shall be taken with respect to any outstanding Award
     which would adversely affect the grantee without the grantee's consent,

                    (vi)  accelerate or otherwise change the time in which an
     Award may be exercised or becomes payable and to waive or accelerate the
     lapse, in whole or in part, of any restriction or condition with respect to
     such Award, including, but not limited to, any restriction or condition
     with respect to the vesting or exercisability of an Award following
     termination of any grantee's employment, and

                    (vii) to establish objectives and conditions, if any, for
     earning Awards and determining whether Awards will be paid after the end of
     a performance period.

          The Committee shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements,
guidelines and instruments for the administration of the Plan and for the
conduct of its business as the Committee deems necessary or advisable and to
interpret same, all within the Committee's sole and absolute discretion.

               (d)  LIMITED LIABILITY.  To the maximum extent permitted by
law, no member of the Board or Committee shall be liable for any action taken
or decision made in good faith relating to the Plan or any Award thereunder.

               (e)  INDEMNIFICATION.  To the maximum extent permitted by law,
the members, including former members, of the Board and Committee shall be
indemnified by the Corporation in respect of all their activities under the
Plan.

               (f)  EFFECT OF COMMITTEE'S DECISION.  All actions taken and
decisions and determinations made by the Committee on all matters relating to
the Plan pursuant to the powers vested in it hereunder shall be in the
Committee's sole and absolute discretion and shall be conclusive and binding
on all parties concerned, including the Corporation, its stockholders, any
participants in the Plan and any other employee of the Corporation, and their
respective successors in interest.

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          4.   SHARES AVAILABLE FOR THE PLAN; MAXIMUM AWARDS.  Subject to
adjustments as provided in Section 11 of the Plan, the shares of stock that
may be delivered or purchased or used for reference purposes (with respect to
stock appreciation rights, phantom stock units or performance awards payable
in cash) with respect to Awards granted under the Plan, including with
respect to incentive stock options intended to qualify under Section 422 of
the Code, shall not exceed an aggregate of 250,000 shares of Common Stock of
the Corporation. The Corporation shall reserve said number of shares for
Awards under the Plan, subject to adjustments as provided in Section 11 of
the Plan if any Award, or portion of an Award, under the Plan expires or
terminates unexercised, becomes unexercisable or is forfeited or otherwise
terminated, surrendered or canceled as to any shares without the delivery of
shares of Common Stock or other consideration, the shares subject to such
Award shall thereafter be available for further Awards under the Plan.

          5.   PARTICIPATION.  Participation in the Plan shall only be open
to a designated class of employees, officers, directors and consultants of
the Corporation, or of any Parent or Subsidiary of the Corporation, as set
forth in Schedule A and as may be changed by the Committee in its sole and
absolute discretion from time to time.  Notwithstanding the foregoing,
participation in the Plan with respect to Awards of incentive stock options
shall be limited to employees of the Corporation or of any Parent or
Subsidiary of the Corporation. To the extent necessary to comply with Rule
16b-3 or to constitute an "outside director" within the meaning of Section
162(m) of the Code, and only in the event that Rule 16b-3 or Section 162(m)
of the Code is applicable to the Plan or an Award made thereunder, Committee
members shall not be eligible to participate in the Plan while members of the
Committee.

          Awards may be granted to such eligible persons and for or with
respect to such number of shares of Common Stock as the Committee shall
determine, subject to the limitations in Section 4 of the Plan.  A grant of
any type of Award made in any one year to an eligible person shall neither
guarantee nor preclude a further grant of that or any other type of Award to
such person in that year or subsequent years.

          6.   STOCK OPTIONS.  Subject to the other applicable provisions of
the Plan, the Committee may from time to time grant to eligible participants
Awards of nonqualified stock options or incentive stock options as that term
is defined in Section 422 of the Code.  The stock option Awards granted shall
be subject to the following terms and conditions.

               (a)  GRANT OF OPTION.  The grant of a stock option shall be
evidenced by a Grant Agreement, executed by the Corporation and the grantee,
stating the number of shares of Common Stock subject to the stock option
evidenced thereby and the terms and conditions of such stock option, in such
form as the Committee may from time to time determine.

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               (b)  PRICE.  The price per share payable upon the exercise of
each stock option ("exercise price") shall be determined by the Committee,
provided, however, that in the case of incentive stock options, the exercise
price shall not be less than 100% of the Fair Market Value of the shares on
the date the stock option is granted.

               (c)  PAYMENT.  Stock options may be exercised in whole or in
part by payment of the exercise price of the shares to be acquired in
accordance with the provisions of the Grant Agreement, and/or such rules and
regulations as the Committee may have prescribed, and/or such determinations,
orders, or decisions as the Committee may have made.  Payment may be made in
cash (or cash equivalents acceptable to the Committee) or, unless otherwise
determined by the Committee, in shares of Common Stock or a combination of
cash and shares of Common Stock, or by such other means as the Committee may
prescribe.  The Fair Market Value of shares of Common Stock delivered on
exercise of stock options shall be determined as of the date of exercise.
Shares of Common Stock delivered in payment of the exercise price may be
previously owned shares or, if approved by the Committee, shares acquired
upon the exercise of the stock option.  Any fractional share will be paid in
cash.  Subject to any restrictions imposed by the Corporation's lenders or
creditors, the Corporation may make loans to grantees to assist grantees in
exercising stock options and satisfying any related withholding tax
obligations.

          If the Common Stock is registered under Section 12(b) or 12(g) of
the Exchange Act, the Committee, subject to such limitations as it may
determine, may authorize payment of the exercise price, in whole or in part,
by delivery of a properly executed exercise notice, together with irrevocable
instructions, to: (i) a brokerage firm designated by the Corporation to
deliver promptly to the Corporation the aggregate amount of sale or loan
proceeds to pay the exercise price and any withholding tax obligations that
may arise in connection with the exercise, and (ii) the Corporation to
deliver the certificates for such purchased shares directly to such brokerage
firm.

               (d)  TERM OF OPTIONS.  The term during which each stock option
may be exercised shall be determined by the Committee and set forth in the
Grant Agreement between the Corporation and the grantee.  Prior to the
exercise of the stock option and delivery of the shares certificates
represented thereby, the grantee shall have none of the rights of a
stockholder with respect to any shares represented by an outstanding stock
option.

               (e)  RESTRICTIONS ON INCENTIVE STOCK OPTIONS.  Incentive stock
option Awards granted under the Plan shall comply in all respects with Code
Section 422 and, as such, shall meet the following additional requirements:

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                    (i)   GRANT DATE.  An incentive stock option must be
     granted within 10 years of the earlier of the Plan's adoption by the Board
     of Directors or approval by the Corporation's shareholders.

                    (ii)  EXERCISE PRICE AND TERM.  The exercise price of an
     incentive stock option shall not be less than 100% of the Fair Market Value
     of the shares on the date the stock option is granted.  Also, the exercise
     price of any incentive stock option granted to a grantee who owns (within
     the meaning of Section 422(b)(6) of the Code, after the application of the
     attribution rules in Section 424(d) of the Code) more than 10% of the total
     combined voting power of all classes of shares of the Corporation or its
     Parent or Subsidiary corporations (within the meaning of Sections 422 and
     424 of the Code) shall be not less than 110% of the Fair Market Value of
     the Common Stock on the grant date and the term of such stock option shall
     not exceed five years.

                    (iii) MAXIMUM GRANT.  The aggregate Fair Market Value
     (determined as of the Grant Date) of shares of Common Stock with respect to
     which all incentive stock options first become exercisable by any grantee
     in any calendar year under this or any other plan of the Corporation and
     its Parent and Subsidiary corporations may not exceed $100,000 or such
     other amount as may be permitted from time to time under Section 422 of the
     Code.  To the extent that such aggregate Fair Market Value shall exceed
     $100,000, or other applicable amount, such stock options shall be treated
     as nonqualified stock options.  In such case, the Corporation may designate
     the shares of Common Stock that are to be treated as stock acquired
     pursuant to the exercise of an incentive stock option by issuing a separate
     certificate for such shares and identifying the certificate as incentive
     stock option shares in the stock transfer records of the Corporation.

                    (iv)  GRANTEE.  Incentive stock options shall only be
     issued to employees of the Corporation, or of a Parent or Subsidiary of the
     Corporation.

                    (v)   DESIGNATION.  No stock option shall be an incentive
     stock option unless so designated by the Committee at the time of grant or
     in the Grant Agreement evidencing such stock option.

                    (vi)  OTHER TERMS AND CONDITIONS.  Stock options may
     contain such other provisions, not inconsistent with the provisions of the
     Plan, as the Committee shall determine appropriate from time to time.

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          7.   STOCK APPRECIATION RIGHTS.

               (a) Award of Stock Appreciation Rights.  Subject to the other
applicable provisions of the Plan, the Committee may at any time and from
time to time grant stock appreciation rights ("SARs") to eligible
participants, either on a free-standing basis (without regard to or in
addition to the grant of a stock option) or on a tandem basis (related to the
grant of an underlying stock option), as it determines.  SARs granted in
tandem with or in addition to a stock option may be granted either at the
same time as the stock option or at a later time; provided, however, that a
tandem SAR shall not be granted with respect to any outstanding incentive
stock option Award without the consent of the grantee.  SARs shall be
evidenced by Grant Agreements, executed by the Corporation and the grantee,
stating the number of shares of Common Stock subject to the SAR evidenced
thereby and the terms and conditions of such SAR, in such form as the
Committee may from time to time determine.  The term during which each SAR
may be exercised shall be determined by the Committee.  The grantee shall
have none of the rights of a stockholder with respect to any Shares of Common
Stock represented by a SAR.

               (b)  RESTRICTIONS OF TANDEM SARS.  No incentive stock option
may be surrendered in connection with the exercise of a tandem SAR unless the
Fair Market Value of the Common Stock subject to the incentive stock option
is greater than the exercise price for such incentive stock option.  SARs
granted in tandem with stock options shall be exercisable only to the same
extent and subject to the same conditions as the stock options related
thereto are exercisable.  The Committee may, in its discretion, prescribe
additional conditions to the exercise of any such tandem SAR.

               (c)  AMOUNT OF PAYMENT UPON EXERCISE OF SARS.  A SAR shall
entitle the grantee to receive, subject to the provisions of the Plan and the
Grant Agreement, a payment having an aggregate value equal to the product of
(i) the excess of (A) the Fair Market Value on the exercise date of one share
of Common Stock over (B) the base price per share specified in the Grant
Agreement, which shall be determined by the Committee but which shall not be
less than 100% of the Fair Market Value of one share of Common Stock on the
date of grant of the SAR, times (ii) the number of shares specified by the
SAR, or portion thereof, which is exercised.  In the case of exercise of a
tandem SAR, such payment shall be made in exchange for the surrender of the
unexercised related stock option (or any portion or portions thereof which
the grantee from time to time determines to surrender for this purpose).

               (d)  FORM OF PAYMENT UPON EXERCISE OF SARS.  Payment by the
Corporation of the amount receivable upon any exercise of an SAR may be made
by the delivery of Common Stock or cash, or any combination of Common Stock
and cash, as determined in the sole and absolute discretion of the Committee
from time to time.  If upon settlement of the exercise of an SAR a grantee is
to receive a portion of

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such payment in shares of Common Stock, the number of shares shall be
determined by dividing such portion by the Fair Market Value of a share of
Common Stock on the exercise date.  No Fractional shares shall be used for
such payment and the Committee shall determine whether cash shall be given in
lieu of such fractional shares or whether such fractional shares shall be
eliminated.

          8.   STOCK AWARDS (INCLUDING RESTRICTED AND UNRESTRICTED SHARES AND
PHANTOM STOCK).

               (a) STOCK AWARDS IN GENERAL.  Subject to the other applicable
provisions of the Plan, the Committee may at any time and from time to time
grant stock Awards to eligible participants in such amount and for such
consideration, including no consideration or such minimum consideration as
may be required by law, as it determines.  A stock Award may be denominated
in shares of Common Stock or stock-equivalent units ("phantom stock"), and
may be paid in Common Stock, in cash, or in a combination of Common Stock and
cash, as determined in the sole and absolute discretion of the Committee from
time to time.

               (b)  RESTRICTED SHARES.  Each stock Award shall, specify the
applicable restrictions, if any, on such shares of Common Stock, the duration
of such restrictions, and the time or times at which such restrictions shall
lapse with respect to all or a specified number of shares of Common Stock
that are part of the Award. Notwithstanding the foregoing, the Committee may
reduce or shorten the duration of any restriction applicable to any shares of
Common Stock awarded to any grantee under the Plan.  Share certificates with
respect to restricted shares of Common Stock granted pursuant to a stock
Award may be issued at the time of grant of the Stock Award, subject to
Forfeiture as defined in the Grant Agreement if the restrictions do not
lapse, or upon lapse of the restrictions.  If share certificates are issued
at the time of grant of the stock Award, the certificates shall bear an
appropriate legend with respect to the restrictions applicable to such stock
Award or, alternatively, the grantee may be required to deposit the
certificates with the Corporation during the period of any restriction
thereon and to execute a blank stock power or other instrument of transfer
therefor.  Except as otherwise provided by the Committee, during such period
of restriction following issuance of share certificates, the grantee shall
have all of the rights of a holder of Common Stock, including but not limited
to the rights to receive dividends (or amounts equivalent to dividends) and
to vote with respect to the restricted shares.  If share certificates are
issued upon lapse of restrictions on a stock Award, the Committee may provide
that the grantee will be entitled to receive any amounts per share pursuant
to any dividend or distribution paid by the Corporation on its Common Stock
to stockholders of record after grant of the stock Award and prior to the
issuance of the share certificates.

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               (c)  PHANTOM STOCK.  The grant of phantom stock units, if any,
shall be evidenced by a Grant Agreement, executed by the Corporation and the
grantee, that incorporates the terms of the Plan and states the number of
Phantom stock units evidenced thereby and the terms and conditions of such
Phantom stock units in such form as the Committee may from time to time
determine.  Phantom stock units granted to a grantee shall be credited to a
bookkeeping reserve account solely for accounting purposes and shall not
require a segregation of any of the Corporation's assets.  Phantom stock
units may be exercised in whole or in part by delivery of an appropriate
exercise notice to the Committee in accordance with the provisions of the
Grant Agreement, and/or such rules and regulations as the Committee may
prescribe, and/or such determinations, orders, or decisions as the Committee
may make.  Except as otherwise provided in the applicable Grant Agreement,
the grantee shall have none of the rights of a stockholder with respect to
any shares of Common Stock represented by a phantom stock unit as a result of
the grant of a phantom stock unit to the grantee.  Phantom stock units may
contain such other provisions, not inconsistent with the provisions of the
Plan, as the Committee shall determine appropriate from time to time.

          9.   WITHHOLDING OF TAXES.  The Corporation may require, as a
condition to the grant of any Award under the Plan or exercise pursuant to
such Award or to the delivery of certificates for shares issued or payments
of cash to a grantee pursuant to the Plan or a Grant Agreement (hereinafter
collectively referred to as a "taxable event"), that the grantee pay to the
Corporation, in cash or, unless otherwise determined by the Corporation, in
shares of Common Stock, including shares acquired upon grant of the Award or
exercise of the Award, valued at Fair Market Value on the date as of which
the withholding tax liability is determined, any federal, state or local
taxes of any kind required by law to be withheld with respect to any taxable
event under the Plan.  The Corporation, to the extent permitted or required
by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee any federal, state or
local taxes of any kind required by law to be withheld with respect to any
taxable event under the Plan, or to retain or sell without notice a
sufficient number of the shares to be issued to such grantee to cover any
such taxes.

          10.  TRANSFERABILITY.  To the extent required to comply with Rule
16b-3, if applicable, and in any event in the case of an incentive stock
option or a stock appreciation right granted with respect to an incentive
stock option, no Award granted under the Plan shall be transferable by a
grantee otherwise than by will or the laws of descent and distribution.
Unless otherwise determined by the Committee in accord with the provisions of
the immediately preceding sentence, an Award may be exercised during the
lifetime of the grantee, only by the grantee or, during the period the
grantee is under a legal disability, by the grantee's guardian or legal
representative.

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          11.  ADJUSTMENTS; BUSINESS COMBINATIONS.  In the event of a
reclassification, recapitalization, stock split, stock dividend, combination
of shares, or other similar event, the maximum number and kind of shares
reserved for issuance or with respect to which Awards may be granted under
the Plan as provided in Section 4 shall be adjusted to reflect such event,
and the Committee shall make such adjustments as it deem appropriate and
equitable in the number, kind and price of shares covered by outstanding
Awards made under the Plan, and in any other matters which relate to Awards
and which are affected by the changes in the Common Stock referred to above.

          In the event of any proposed Change in Control, the Committee shall
take such action as it deems appropriate and equitable to effectuate the
purposes of this Plan and to protect the grantees of Awards, which action
shall include, but without limitation, the following:  (i) acceleration or
change of the exercise dates of any Award so that the unvested portion of any
Award shall become 100% vested and immediately exercisable; (ii) arrangements
with grantees for the payment of appropriate consideration to them for the
cancellation and surrender of any Award, which shall not be less than
consideration paid for other Common Stock of the Corporation which is
acquired, sold, transferred, or exchanged because of the proposed Change in
Control; and (iii) in any case where equity securities other than Common
Stock of the Corporation are proposed to be delivered in exchange for or with
respect to Common Stock of the Corporation, arrangements providing that any
Award shall become one or more Awards with respect to such other equity
securities.

          The Committee is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including, without limitation, the events described
in the preceding two paragraphs of this Section 12) affecting the
Corporation, or the financial statements of the Corporation or any
Subsidiary, or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

          In the event the Corporation dissolves and liquidates (other than
pursuant to a plan of merger or reorganization), then notwithstanding any
restrictions on exercise set forth in this Plan or any Grant Agreement, or
other agreement evidencing a stock option, stock appreciation right or
restricted stock Award:  (i) each grantee shall have the right to exercise
his stock option or stock appreciation right, or to require delivery of share
certificates representing any such restricted stock Award, at any time up to
ten (10) days prior to the effective date of such liquidation and
dissolution; and (ii) the Committee may make arrangements with the grantee
for the payment of appropriate consideration to him or her for the
cancellation and surrender of any unvested stock option, stock appreciation
right or restricted stock Award that is so canceled or surrendered at any
time up to ten (10) days prior to the effective date of

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such liquidation and dissolution.  The Committee may establish a different
period (and different conditions) for such exercise, delivery, cancellation,
or surrender to avoid subjecting the grantee to liability under Section 16(b)
of the Exchange Act.  Any stock option or stock appreciation right not so
exercised, canceled, or surrendered shall terminate on the last day for
exercise prior to such effective date; and any restricted stock as to which
there has not been such delivery of share certificates or that has not been
so canceled or surrendered, shall be forfeited on the last day prior to such
effective date.  The Committee shall give to each grantee written notice of
the commencement of any proceedings for such liquidation and dissolution of
the Corporation and the grantee's rights with respect to his outstanding
Award.

          12.  TERMINATION AND MODIFICATION OF THE PLAN.  The Board, without
further approval of the stockholders, may modify or terminate the Plan or any
portion thereof at any time, except that no modification shall become
effective without prior approval of the stockholders of the Corporation if
stockholder approval is necessary to comply with any tax or regulatory
requirement or rule of any exchange or Nasdaq System upon which the Common
Stock is listed or quoted, including for this purpose stockholder approval
that is required for continued compliance with Rule 16b-3 or stockholder
approval that is required to enable the Committee to grant incentive stock
options pursuant to the Plan.

          The Committee shall be authorized to make minor or administrative
modifications to the Plan as well as modifications to the Plan that may be
dictated by requirements of federal or state laws applicable to the
Corporation or that may be authorized or made desirable by such laws.  The
Committee may amend or modify the grant of any outstanding Award in any
manner to the extent that the Committee would have had the authority to make
such Award as so modified or amended.

          13.  NON-GUARANTEE OF EMPLOYMENT.  Nothing in the Plan or in any
Grant Agreement thereunder shall confer any right on an employee to continue
in the employ of the Corporation or shall interfere in any way with the right
of the Corporation to terminate an employee at any time.

          14.  TERMINATION OF EMPLOYMENT.  For purposes of maintaining a
grantee's continuous status as an employee and accrual of rights under any
Award, transfer of an employee among the Corporation and the Corporation's
Parent or Subsidiaries shall not be considered a termination of employment.
Nor shall it be considered a termination of employment for such purposes if
an employee is placed on military or sick leave or such other leave of
absence which is considered as continuing intact the employment relationship;
in such a case, the employment relationship shall be continued until the date
when an employee's right to reemployment shall no longer be guaranteed either
by law or contract.

<PAGE>

          15.  WRITTEN AGREEMENT.  Each Grant Agreement entered into between
the Corporation and a grantee with respect to an Award granted under the Plan
shall incorporate the terms of this Plan and shall contain such provisions,
consistent with the provisions of the Plan, as may be established by the
Committee, including a requirement that the grantee enter into a
stockholder's agreement on such terms as the Committee, in its sole and
absolute discretion, may decide from time to time.

          16.  NON-UNIFORM DETERMINATIONS.  The Committee's determinations
under the Plan (including without limitation determinations of the persons to
receive Awards, the form, amount and timing of such Awards, the terms and
provisions of such Awards and the agreements evidencing same) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.

          17.  LIMITATION ON BENEFITS.  With respect to persons subject to
Section 16 of the Exchange Act, transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3.  To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall
be deemed null and void, to the extent permitted by law and deemed advisable
by the Committee.

          18.  LISTING AND REGISTRATION.  If the Corporation determines that
the listing, registration or qualification upon any securities exchange or
upon any listing or quotation system established by the National Association
of Securities Dealers, Inc. ("Nasdaq System") or under any law, of shares
subject to any Award is necessary or desirable as a condition of, or in
connection with, the granting of same or the issue or purchase of shares
thereunder, no such Award may be exercised in whole or in part and no
restrictions on such Award shall lapse, unless such listing, registration or
qualification is effected free of any conditions not acceptable to the
Corporation.

          19.  COMPLIANCE WITH SECURITIES LAW.  The Corporation may require
that a grantee, as a condition to exercise of an Award, and as a condition to
the delivery of any share certificate, provide to the Corporation, at the
time of each such exercise and each such delivery, a written representation
that the shares of Common Stock being acquired shall be acquired by the
grantee solely for investment and will not be sold or transferred without
registration or the availability of an exemption from registration under the
Securities Act and applicable state securities laws.  The Corporation may
also require that a grantee submit other written representations which will
permit the Corporation to comply with federal and applicable state securities
laws in connection with the issuance of the Common Stock, including
representations as to the knowledge and experience in financial and business
matters of the grantee and the grantee's ability to bear the economic risk of
the grantee's investment.  The Corporation may require that the grantee
obtain a "purchaser representative" as that term is defined in applicable
federal and state securities laws.  The stock certificates for

<PAGE>

any shares of Common Stock issued pursuant to this Plan shall bear a legend
restricting transferability of the shares of Common Stock unless such shares
are registered or an exemption from registration is available under the
Securities Act and applicable state securities laws.  The Corporation may
notify its transfer agent to stop any transfer of shares of Common Stock not
made in compliance with these restrictions.  Common Stock shall not be issued
with respect to an Award granted under the Plan unless the exercise of such
Award and the issuance and delivery of share certificates for such Common
Stock pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any
national securities exchange or Nasdaq System upon which the Common Stock may
then be listed or quoted, and shall be further subject to the approval of
Counsel for the Corporation with respect to such compliance to the extent
such approval is sought by the Committee.

          20.  NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS.  Nothing
contained in the Plan shall prevent the Corporation or its Parent or
Subsidiary corporations from adopting or continuing in effect other
compensation arrangements (whether such arrangements be generally applicable
or applicable only in specific cases) as the Committee in its sole and
absolute discretion determines desirable, including without limitation the
granting of stock options, stock awards, stock appreciation rights or phantom
stock units otherwise than under the Plan.

          21.  NO TRUST OR FUND CREATED.  Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Corporation and a grantee or any
other person.  To the extent that any grantee or other person acquires a
right to receive payments from the Corporation pursuant to an Award, such
right shall be no greater that the right of any unsecured general creditor of
the Corporation.

          22.  GOVERNING LAW.  The validity, construction and effect of the
Plan, of Grant Agreements entered into pursuant to the Plan, and of any
rules, regulations, determinations or decisions made by the Board or
Committee relating to the Plan or such Grant Agreements, and the rights of
any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with applicable
federal laws and the laws of the Commonwealth of Virginia without regard to
its conflict of laws rules and principles.

          23.  PLAN SUBJECT TO CHARTER AND BY-LAWS.  This Plan is subject to
the Charter and By-Laws by the Corporation, as they may be amended from time
to time.

          24.  EFFECTIVE DATE; TERMINATION DATE.  The Plan is effective as of
the date on which the Plan was adopted by the Board, subject to approval of
the stockholders within twelve months before or after such date.  No Award
shall be

<PAGE>

granted under the Plan after the close of business on the day immediately
preceding the tenth anniversary of the effective date of the Plan.  Subject
to other applicable provisions of the Plan, all Awards made under the Plan
prior to such termination of the Plan shall remain in effect until such
Awards have been satisfied or terminated in accordance with the Plan and the
terms of such Awards.

