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                                                                    EXHIBIT 10AR


                         GEORGE MASON BANKSHARES, INC.
                             1994 STOCK OPTION PLAN

1.       Purpose of the Plan.

         The purpose of the 1994 Stock Option Plan (the "Plan") of George Mason
Bankshares, Inc. (the "Company") is to give the Company a significant advantage
in attracting, retaining and motivating officers and key employees and to
provide the Company and its Subsidiaries and Affiliates with the ability to
provide incentives more directly linked to the profitability of the Company's
businesses and increases in stockholder value.

2.       Definitions.

         (a)     "Affiliate" means a corporation or other entity controlled by
                 the Company and designated by the Compensation Committee as
                 such.

         (b)     "Board" means the Board of Directors of the Company.

         (c)     "Cause" has the meaning set forth in the optionee's Option
                 agreement.

         (d)     "Change in Control" has the meaning set forth in Sections
                 8(b).

         (e)     "Code" means the Internal Revenue Code of 1986, as amended
                 from time to time, and any successor thereto.

         (f)     "Commission" means the Securities and Exchange Commission or
                 any successor agency.

         (g)     "Common Stock" means the common shares, $0.01 par value per
                 share, of the Company.

         (h)     "Company" means George Mason Bankshares, Inc.

         (i)     "Compensation Committee" means the Compensation Committee
                 referred to in Section 4.

         (j)     "Date of Grant" means the date on which an Option is approved
                 by the Compensation Committee.

         (k)     "Director" means a member of the Company's Board of Directors.

         (l)     "Disinterested Person" means a Director who was not granted
                 during the one (1) year immediately preceding the Director's
                 appointment to the committee, and is not granted while a
                 member of the committee, equity securities under the Plan or
                 any other plan of the Company or an affiliate of the Company,
                 except as may be otherwise permitted by Rule 16b-3(c)(2)
                 promulgated under the Exchange Act.
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         (m)     "Exchange Act" means the Securities Exchange Act of 1934, as
                 amended from time to time, and any successor thereto.

         (n)     "Fair Market Value" shall mean, with respect to a share of
                 Common Stock, (i) if the Common Stock is listed on a national
                 securities exchange or traded on the National Market System,
                 the closing price of the Common Stock on the determination
                 date or if there are no sales on such date, then on the next
                 preceding date on which there were sales of Common Stock, all
                 as published in the Eastern Edition of The Wall Street
                 Journal, (ii) if the Common Stock is not listed on a national
                 securities exchange or traded on the National Market System,
                 the mean between the high and low selling prices last reported
                 by the National Association of Securities Dealers, Inc. for
                 the over-the-counter market on the determination date or, if
                 no sales are reported on such date, then on the next preceding
                 date on which there were such quotations, or (iii) if the
                 Common Stock is not listed on a national securities exchange
                 or traded on the National Market System and quotations for the
                 Common Stock are not reported by the National Association of
                 Securities Dealers, Inc., the Fair Market Value determined by
                 the Compensation Committee on the basis of available prices
                 for the Common Stock or in such manner as the Compensation
                 Committee shall agree.

                 Notwithstanding the preceding, the Fair Market Value on a
                 given determination date of Common Stock subject to Incentive
                 Stock Options or Common Stock valued in connection with the
                 exercise of Incentive Stock Options shall be an amount which
                 is equal to the Compensation Committee's good faith
                 determination of the Common Stock's value on the given
                 determination date and the Compensation Committee shall for
                 all purposes of this Plan have the authority to determine Fair
                 Market Value using methods other than those described in this
                 Section, if the Compensation Committee determines that such
                 alternative methods more properly reflect the Fair Market
                 Value of the Common Stock.

         (o)     "Incentive Stock Option" means an Option qualifying for
                 special tax treatment under Section 422 of the Code.

         (p)     "Insider" means any person subject to the provisions of
                 section 16 of the Exchange Act, including an "officer" of the
                 Company within the meaning of section 16 of the Exchange Act,
                 a "director" within the meaning of section 3(a)(7) of the
                 Exchange Act, and a beneficial owner" of more than ten percent
                 (10%) of any class of the equity securities of the Company
                 within the meaning of section 16 of the Exchange Act.

         (q)     "Key Employee" means any employee, including employees who are
                 also officers or directors, but not including directors who
                 are not also employees, of the Company or any Subsidiary
                 Company who have substantial responsibility in the direction
                 and management of the Company or a Subsidiary Company as
                 determined by the Compensation Committee.

         (r)     "Nonqualified Stock Option" means an Option that is not an
                 Incentive Stock Option.



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         (s)     "Option" means an Incentive Stock Option or a Nonqualified
                 Stock Option granted under this Plan.

         (t)     "Parent Company" has the same meaning used in Section 424(e)
                 of the Code.

         (u)     "Plan" means the George Mason Bankshares, Inc. 1994 Stock
                 Option Plan as set forth herein, which may be amended from
                 time to time.

         (v)     "Rule 16b-3" means Rule 16b-3, as promulgated by the
                 Commission under Section 16(b) of the Exchange Act, as amended
                 from time to time.

         (w)     "Subsidiary" or "Subsidiary Company" has the same meaning used
                 in Section 424(f) of the Code.

         (x)     "Termination of Employment" means the termination of the
                 Participant's employment with the Company or any Subsidiary or
                 Affiliate.

                 In addition, certain other terms used herein have definitions
                 given to them in the first place in which they are used.

3.       Shares of Common Stock Subject to the Plan.

         Subject to the provisions of Section 10 of the Plan, the aggregate
number of authorized but unissued shares of Common Stock that may be issued
pursuant to Options granted under the Plan will not exceed one hundred thousand
(100,000) shares.  Shares that by reason of expiration of an Option or
otherwise are no longer subject to purchase pursuant to an Option granted under
the Plan may again be available for issuance pursuant to Options under the
Plan.

4.       Administration of the Plan.

         The Plan shall be administered by the Compensation Committee of the
Board unless the Compensation Committee is composed of less than three
Disinterested Persons.  The Board may, from time to time, remove members from
or add members to the Compensation Committee.  Vacancies, however caused, shall
be filled by the Board.  The Compensation Committee shall select one of its
members as chairperson and shall hold meetings at such times and places as it
may desire.  If the Compensation Committee is composed of less than three
Disinterested Persons, the Plan shall be administered by such other committee
of the Board, composed of not less than two Disinterested Persons, each of whom
shall be appointed by and serve at the pleasure of the Board.  If at any time
no Compensation Committee shall be in office, the functions of the Compensation
Committee specified in the Plan shall be exercised by the Board.

         The Compensation Committee shall have authority to grant awards
pursuant to the terms of the Plan to officers and employees of the Company and
its Subsidiaries and Affiliates.





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         Among other things, the Compensation Committee shall have the
authority, subject to the terms of the Plan:

         (a)     to select the eligible employees to whom awards may from time
                 to time be granted;

         (b)     to determine whether and to what extent Incentive Stock
                 Options and Nonqualified Stock Options or any combination
                 thereof are to be granted hereunder;

         (c)     to determine the number of shares of Common Stock to be
                 covered by each award granted hereunder;

         (d)     to determine the terms and conditions of any award granted
                 hereunder (including, but not limited to, subject to Section
                 6, the option price, any vesting restrictions or limitation
                 and any vesting acceleration or forfeiture waiver regarding
                 any award and the shares of Common Stock relating thereto,
                 based on such factors as the Compensation Committee shall
                 determine); and

         (e)     to modify, amend or adjust the terms and conditions of any
                 award, at any time or from time to time, including, but not
                 limited to, with respect to performance goals and measurements
                 applicable to performance-based awards pursuant to the terms
                 of the Plan.

         The Compensation Committee shall have the authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing the
Plan as it shall from time to time deem advisable, to interpret the terms and
provisions of the Plan and any award issued under the Plan (and any agreement
relating thereto), and to otherwise supervise the administration of the Plan.

         The Compensation Committee may act with respect to the Plan only by a
majority of its members then in office, except that the members thereof may
authorize any one or more of their number or any officer of the Company to
execute and deliver documents on behalf of the Compensation Committee.

         Any determination made by the Compensation Committee or pursuant to
delegated authority pursuant to the provisions of the Plan with respect to any
award shall be made in the sole discretion of the Compensation Committee at the
time of the grant of the award or, unless in contravention of any express term
of the Plan, at any time thereafter.  All decisions made by the Compensation
Committee pursuant to the provisions of the Plan shall be final and binding on
all persons, including the Company and Plan participants.

5.       Eligibility.

         Key Employees of the Company and any Subsidiary Company will be
eligible to participate in the Plan, as approved by the Compensation Committee.

         No Employee shall be eligible to receive Options under the Plan
relating to more than 10,000 shares of Common Stock in any one calendar year.
Incentive and Nonqualified Stock Options issued to a Key Employee in the same
year shall be aggregated for purposes of applying this limit.


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6.       Terms and Conditions of Options.

         Options granted under the Plan may be of two types: Incentive Stock
Options and Nonqualified Stock Options.  Any Option granted under the Plan
shall be in such form as the Compensation Committee may from time to time
approve.

         The Compensation Committee shall have the authority to grant any
optionee Incentive Stock Options, Nonqualified Stock Options, or both types of
Options.  Incentive Stock Options may be granted only to employees of the
Company and its Subsidiaries (within the meaning of Section 424(f) of the
Code).  To the extent that any Option is not designated as an Incentive Stock
Option, or even if so designated does not qualify as an Incentive Stock Option,
it shall constitute a Nonqualified Stock Option.

         Each Option granted under this Plan will be evidenced by an Option
agreement between the Company and the recipient which sets forth the exercise
price of the Option, the vesting schedule (if any) of the Option, the
expiration date of the Option, and any other terms or conditions approved by
the Compensation Committee subject to the following terms and conditions:

         (a)     Option Price.

                 (1)      Nonqualified Options.  The exercise price per share
                          for the shares subject to a Nonqualified Stock Option
                          will be no less than one hundred percent (100%) of
                          the Fair Market Value of the Common Stock on the Date
                          of Grant.

                 (2)      Incentive Options.  The exercise price per share for
                          the shares subject to an Incentive Stock Option will
                          be no less than one hundred percent (100%) of the
                          Fair Market Value of the Common Stock on the Date of
                          Grant.  However, the exercise price per share for
                          shares subject to an Incentive Stock Option granted
                          to an individual who on the Date of Grant owns more
                          than ten percent (10%) of the total combined voting
                          power of all classes of stock of the Company (or of a
                          Parent Company or a Subsidiary Company) will not be
                          less than one hundred and ten percent (110%) of the
                          Fair Market Value of the Common Stock on the Date of
                          Grant.

         (b)     Term of Options.  Notwithstanding any other provisions of the
                 Plan or any option agreement, no Option will be exercisable
                 after the expiration of ten (10) years from the Date of Grant.
                 Furthermore, no Incentive Stock Option granted to an
                 individual who on the Date of Grant owns more than ten percent
                 (10%) of the total combined voting power of all classes of
                 stock of the Company (or of a Parent Company or a Subsidiary
                 Company) will be exercisable after the expiration of five (5)
                 years from the Date of Grant.

         (c)     Maximum Value of Options which are Incentive Options.  To the
                 extent that the aggregate Fair Market Value of the Common
                 Stock with respect to which Incentive Stock Options granted to
                 any person are exercisable for the first time during any
                 calendar year (under all stock option plans of the Company, a
                 Parent Company and any Subsidiary Company) exceeds $100,000,
                 the options are not Incentive Stock Options.  For purposes of
                 this paragraph, the


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                 Fair Market Value of the Common Stock will be determined as of
                 the time the Incentive Stock Option with respect to the Common
                 Stock is granted.  This paragraph will be applied by taking
                 Incentive Stock Options into account in the order in which
                 they are granted.

         (d)     Vesting of Options and Termination of Employment.  An Option
                 will be exercisable only to the extent that it is vested on
                 the date of exercise.  Unless provided otherwise in the
                 agreement, Options shall vest one (1) year from the Date of
                 Grant.  Vesting of an Option will cease on the date that an
                 optionee is no longer an employee of the Company or a Parent
                 Company or Subsidiary Company (the "date of termination"), and
                 the Option will be exercisable only to the extent the Option
                 is vested on the date of termination.

                 (1)      Termination by Death.  If an optionee's employment
                          terminates by reason of death or the optionee's death
                          occurs within three (3) months after termination of
                          employment (provided the option is exercisable during
                          such three (3) month period), any Option held by such
                          optionee may thereafter be exercised, to the extent
                          then exercisable, or on such accelerated basis as the
                          Compensation Committee may determine, for a period of
                          one year (or such other period as the Compensation
                          Committee may specify in the option agreement) from
                          the date of such death or until the expiration of the
                          stated term of such Option, whichever period is the
                          shorter.  In the event of termination of employment
                          due to death, if an Incentive Stock Option is
                          exercised after the expiration of the exercise
                          periods that apply for purposes of Section 422 of the
                          Code, such Option will thereafter be treated as a
                          Nonqualified Stock Option.

                 (2)      Other Termination.  Unless otherwise determined by
                          the Compensation Committee, IF there occurs a
                          Termination of Employment for any reason other than
                          death, Cause or in violation of an employment
                          agreement, any Option held by such Optionee may
                          thereafter be exercised by the optionee, to the
                          extent it was exercisable at the time of such
                          termination or on such accelerated basis as the
                          Compensation Committee may determine, for a period of
                          three months (or such shorter period as the
                          Compensation Committee may specify in the option
                          agreement) from the date of such termination of
                          employment or until the expiration of the stated term
                          of such Option, whichever period is the shorter.

                          In the event of Termination of employment for Cause
                          or in violation of an employment agreement, any
                          unexercised Option held by such optionee shall expire
                          immediately upon the giving to the optionee of notice
                          of such Termination of Employment.

         (e)     Exercise.  Except as otherwise provided herein, Options shall
                 be exercisable at such time or times and subject to such terms
                 and conditions as shall be determined by the Compensation
                 Committee.  No Option shall be exercisable until held by the
                 optionee for at least six (6) months from the Date of Grant.
                 If the Compensation Committee provides that any Option is
                 exercisable only in installments, the Compensation Committee
                 may at any time

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                 waive such installment exercise provisions, in whole or in
                 part, based on such factors as the Compensation Committee may
                 determine.  In addition, the Compensation Committee may at any
                 time, in whole or in part, accelerate the exercisability of
                 any Option.

                 Subject to the provisions of this Section 6, Options may be
                 exercised, in whole or in part, at any time during the option
                 term by giving written notice of exercise to the secretary of
                 the Company at its principal office specifying the number of
                 shares of Common Stock subject to the Option to be purchased.

         (f)     Payment

                 (1)      Cash Payment.  Options may be exercised by the
                          optionee's written notice to the secretary of the
                          Company (the "exercise notice") and only if the
                          exercise notice is accompanied by payment in cash, by
                          certified or bank check or such other instrument as
                          the Company may accept of the full exercise price for
                          the shares with respect to which the Option is
                          exercised, except as otherwise provided herein.

                 (2)      Noncash Payment.  The Compensation Committee may
                          approve payment of the exercise price in the form of
                          (i) Common Stock of the Company other than stock
                          acquired upon exercise of the Option, (ii) a
                          combination of cash and such Common Stock, or (iii)
                          Common Stock acquired upon exercise of the Option,
                          provided that the requirements of Rule 16b-3
                          promulgated under the Exchange Act are met.  The
                          value of any Common Stock used to pay the exercise
                          price or any portion thereof will be the Fair Market
                          Value of Common Stock on the date of exercise.

                 (3)      Broker-Dealer Payment.  The Compensation Committee
                          may approve payment of the unpaid exercise price by a
                          broker-dealer or by the optionee with cash advanced
                          by the broker-dealer, if the exercise notice is
                          accompanied by the optionee's written irrevocable
                          instructions to deliver the Common Stock acquired
                          upon exercise of the Option to the broker-dealer.

                 (4)      Full Payment.  No shares of Common Stock shall be
                          issued until full payment therefor has been made.  An
                          optionee shall have all of the rights of a
                          stockholder of the Company holding the Common Stock
                          that is subject to such Option (including, if
                          applicable, the right to vote the shares and the
                          right to receive dividends), when the optionee has
                          given written notice of exercise, has paid in full
                          for such shares, and, if requested, has given the
                          representation described in Section 13(a)

         (g)     Nontransferability.  No Option granted under the Plan,
                 contingent or otherwise, will be transferable, assignable or
                 subject to any encumbrance, pledge, or charge of any nature,
                 except by will or the laws of descent and distribution.
                 During the lifetime of an optionee, an Option will be
                 exercisable only by the optionee or by the optionee's legal
                 representative.  The executor or


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                 administrator of the estate of the optionee may transfer any
                 rights with respect to such Option to the person or persons or
                 entity (including a trust) entitled thereto under the will of
                 the optionee or under the laws of intestacy.

7.       Stock Legend.

         The Company may require that certificates evidencing shares of Common
Stock purchased upon the exercise of Incentive Stock Options issued under the
Plan be endorsed with a legend in substantially the following form:

                 The shares evidenced by this certificate may not be sold or
                 transferred prior to ____________, 19___, in the absence of 
                 a written statement from George Mason Bankshares, Inc. to the
                 effect that the Company is aware of the fact of such sale or
                 transfer.

         The blank contained in such legend shall be filled in with the date
that is the later of: (i) one year and one day after the date of exercise of
such Incentive Stock Option or (ii) two years and one day after the date of
grant of such Incentive Stock Option.  Upon delivery to the Company, at its
principal executive office, of a written statement to the effect that such
shares have been sold or transferred prior to such date, the Company does
hereby agree to promptly deliver to the transfer agent for such shares a
written statement to the effect that the Company is aware of the fact of such
sale or transfer.  The Company may also require the inclusion of any additional
legend which may be necessary or appropriate.

8.       Change in Control Provisions.

         (a)     Impact of Event.  Notwithstanding any other provision of the
                 Plan to the contrary, in the event of a Change in Control, any
                 Options outstanding as of the date such Change in Control is
                 determined to have occurred and not then exercisable and
                 vested shall become fully exercisable and vested to the full
                 extent of the original grant unless such Option has already
                 lapsed.

         (b)     Definition of Change in Control.  For purposes of the Plan,
                 "Change in Control" means the sale of substantially all of the
                 Corporation's assets or the acquisition, whether directly,
                 indirectly, beneficially (within the meaning of Rule 13d-3 of
                 the Act), or of record, of securities of the Corporation
                 representing twenty-five percent (25%) or more in the
                 aggregate voting power of the Corporation's then-outstanding
                 Common Stock by any "person" (within the meaning of Sections
                 13(d) and 14(d) of the Act), including any corporation or
                 group of associated persons acting in concert, other than (i)
                 the Corporation or its subsidiaries and/or (ii) any employee
                 pension benefit plan (within the meaning of Section 3(2) of
                 the Employee Retirement Income Security Act of 1974) of the
                 Corporation or of its subsidiaries, including a trust
                 established pursuant to any such plan.

9.       Termination and Amendment of the Plan and

         The Board may terminate the Plan at any time except with respect to
any outstanding Options.  The Board may amend the Plan in any manner with
respect to future grants


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of Options and may amend outstanding Options in any manner consistent with the
Plan subject to the following limitations:

         (a)     Except as provided in Section 10 of the Plan, no amendment
                 will be effective without the approval of the shareholders of
                 the Company if that amendment (i) materially increases the
                 benefits accruing to participants under the Plan, (ii)
                 materially increases the number of securities which may be
                 issued under the Plan, (iii) materially modifies the
                 requirements as to eligibility to participate in the Plan,
                 (iv) changes the class of eligible persons, (v) withdraws
                 administration of the Plan from a committee of Disinterested
                 Persons, or (vi) extends the term of the Plan.

         (b)     No amendment will be effective if the amendment changes the
                 manner of determining the exercise price of Incentive Stock
                 Options, makes individuals who are not employees of the
                 Company or of any Parent or Subsidiary Company eligible to be
                 granted Incentive Stock Options, changes the
                 nontransferability of the Options, or alters or impairs any
                 rights or obligations of any outstanding Option without the
                 written consent of the optionee.

10.      Change in Capital Structure.

         (a)     The existence of outstanding Options shall not affect in any
                 way the right or power of the Company or its stockholders to
                 make or authorize any or all adjustments, recapitalizations,
                 reorganizations or other changes in the Company's capital
                 structure or its business, or any merger or consolidation of
                 the Company, or any issue of bonds, debentures, preferred or
                 prior preference stock ahead of or affecting the Common Stock
                 or the rights thereof, or the dissolution or liquidation of
                 the Company, or any sale or transfer of an or any part of its
                 assets or business, or any other corporate act or proceeding,
                 whether of a similar character or otherwise.

         (b)     If the Company shall effect a subdivision or consolidation of
                 shares or other capital readjustment, the payment of a stock
                 dividend, or other increase or reduction of the number of
                 shares of the Common Stock outstanding, without receiving
                 compensation therefore in money, services or property, then
                 (i) the number, class, and per share price of shares of Common
                 Stock subject to outstanding Options hereunder shall be
                 appropriately adjusted in such a manner as to entitle an
                 optionee to receive upon exercise of an Option, for the same
                 aggregate cash consideration, the same total number and class
                 of shares as he would have received had the optionee exercised
                 his or her option in full immediately prior to the event
                 requiring the adjustment; and (ii) the number and class of
                 shares then reserved for issuance under the Plan shall be
                 adjusted by substituting for the total number and class of
                 shares of Common Stock then reserved that number and class of
                 shares of Common Stock that would have been received by the
                 owner of an equal number of outstanding shares of each class
                 of Common Stock as the result of the event requiring the
                 adjustment.

         (c)     After a merger of one or more corporations into the Company or
                 after a consolidation of the Company and one or more
                 corporations in which the Company shall be the surviving
                 corporation, each optionee shall, at no



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                 additional cost, be entitled upon exercise of such Option to
                 receive (subject to any required action by stockholders) in
                 lieu of the number and class of shares as to which such Option
                 shall then be so exercisable, the number and class of shares
                 of stock or other securities to which such optionee would have
                 been entitled pursuant to the terms of the agreement of merger
                 or consolidation if, immediately prior to such merger or
                 consolidation, such optionee had been the holder of record of
                 the number and class of shares of Common Stock equal to the
                 number and class of shares as to which such Option shall be so
                 exercised.

         (d)     If the Company is merged into or consolidated with another
                 corporation under circumstances where the Company is not the
                 surviving corporation, or if the Company is liquidated, or
                 sells or otherwise disposes of substantially all of its assets
                 to another corporation while unexercised Options remain
                 outstanding under the Plan, unless provisions are made in
                 connection with such transaction for the continuance of the
                 Plan and/or the assumption or substitution of such Options
                 with new options covering the stock of the successor
                 corporation, or parent or subsidiary thereof, with appropriate
                 adjustments as to the number and kind of shares and prices,
                 then all outstanding Options shall be cancelled as of the
                 effective date of any such merger, consolidation or sale
                 provided that (i) notice of such cancellation shall be given
                 to each optionee and (ii) each optionee shall have the right
                 to exercise such Option in full (without regard to any vesting
                 or other limitations on exercise imposed on such Option)
                 during the 30-day period preceding the effective date of such
                 merger, consolidation, liquidation, or sale (the "corporate
                 event").  Notwithstanding the preceding provisions if in the
                 opinion of counsel to the Company the immediate exercisability
                 of such Options (or cash payment), when taken into
                 consideration with all other "parachute payments" as defined
                 in Section 280G of the Code, would result in an "excess
                 parachute payment" as defined in such section, such Option
                 shall not become immediately exercisable and shall be
                 cancelled as of the effective date of the corporate event,
                 except and to the extent the Compensation Committee in its
                 discretion shall otherwise determine.

         (e)     Except as hereinbefore expressly provided, the issue by the
                 Company of shares of stock of any class, or securities
                 convertible into shares of stock of any class, for cash or
                 property, or for labor or services either upon direct sale or
                 upon the exercise of rights or warrants to subscribe therefor,
                 or upon conversion of shares or obligations of the Company
                 convertible into such shares or other securities, shall not
                 affect, and no adjustment by reason thereof shall be made with
                 respect to, the number, class or price of shares of Common
                 Stock then subject to outstanding Options.

         (f)     Adjustment under the preceding provisions of this section will
                 be made by the Compensation Committee, whose determination as
                 to what adjustments will be made and the extent thereof will
                 be final, binding, and conclusive.  No fractional interest
                 will be issued under the Plan on account of any such
                 adjustment.  No adjustment will be made in a manner that
                 causes an Incentive Stock Option to fail to continue to
                 qualify as an Incentive Stock Option under the Code.



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11.      Holding Period.

         Notwithstanding anything to the contrary in the Plan, Common Stock
acquired through exercise of an Option granted to an Insider may not be
disposed of by the Insider during the six-month period beginning on the Date of
Grant.

12.      Taxes.

         (a)     Automatic Withholding.  When any portion of a Nonqualified
                 Stock Option is exercised, the Company either shall require
                 the Optionee to pay cash or the Company shall withhold from
                 the Common Stock acquired upon such exercise the number of
                 shares sufficient to satisfy the Company's obligations, if
                 any, to withhold taxes under Federal, state, or local law as a
                 result of such exercise.  The Fair Market Value of the Common
                 Stock withheld must, as of the date the Nonqualified Stock
                 Option is exercised, at least equal the aggregate unsatisfied
                 withholding obligations for the portion of the Option that is
                 exercised.

         (b)     Tax Qualification.  Incentive Stock Options granted under the
                 Plan are intended to qualify as Incentive Stock Options within
                 the meaning of Section 422 of the Code, and the terms of the
                 Plan and Options granted hereunder shall be so construed.
                 Notwithstanding the foregoing, nothing in the Plan shall be
                 interpreted as a representation, guarantee or other
                 undertaking on the part of the Company that any Options are,
                 or will be, determined to qualify as incentive stock options
                 within the meaning of the Code.

13.      General Provisions.

         (a)     The Company shall not be required to sell or issue any shares
                 under any Option if the issuance of such shares shall
                 constitute a violation by the optionee or the Company of any
                 provision of any law, statute, or regulation of any stock
                 exchange upon which the Common Stock may be listed or any
                 governmental authority whether it be Federal or State.  Unless
                 a registration statement is in effect under the Securities Act
                 of 1933, as amended (the "Securities Act") with respect to the
                 shares of Common Stock covered by an Option, the Company shall
                 not be required to issue shares upon exercise of any Option
                 (i) unless the Compensation Committee has received evidence
                 satisfactory to it to the effect that the optionee is
                 acquiring such shares for investment and not with a view to
                 the distribution thereof or (ii) unless an opinion of counsel
                 to the Company has been received by the Company, in a form and
                 substance which is deemed acceptable by the Compensation
                 Committee, to the effect that a registration statement is not
                 required.  Any determination in this connection by the
                 Compensation Committee shall be final, binding and conclusive.
                 In the event the shares issuable on exercise of an Option are
                 not registered under the Securities Act, the Company may
                 imprint the following legend or any other legend which counsel
                 for the Company considers necessary or advisable to comply
                 with the Securities Act:

                          "The shares of stock represented by this certificate
                          have not been registered under the Securities Act of
                          1933 or under the securities laws of any State and
                          may not be sold or transferred


                                      -11-
<PAGE>   12
                          except pursuant to an effective registration
                          statement or upon receipt by the Company of any
                          opinion of counsel, in form and substance
                          satisfactory to the Company, that registration is not
                          required for such sale or transfer."

                 The Company may, but shall in no event be obligated to,
                 register any securities covered hereby pursuant to the
                 Securities Act and, in the event any shares are so registered,
                 the Company may remove any legend on certificates representing
                 such shares.  The Company shall not be obligated to take any
                 affirmative action in order to cause the exercise of an Option
                 or the issuance of shares pursuant thereto to comply with any
                 law or regulation of any governmental authority.

         (b)     No optionee and no beneficiary or other person claiming under
                 or through an optionee will have any right, title or interest
                 in or to any shares of Common Stock allocated or reserved
                 under the Plan or subject to any Option except as to such
                 shares of Common Stock, if any, that have been issued or
                 transferred to such optionee or beneficiary.

         (c)     The Plan and all determinations made and actions taken
                 pursuant thereto will be governed by the laws of the
                 Commonwealth of Virginia and construed in accordance therewith.

         (d)     The Plan is intended to comply in all respects with Rule 16b-3
                 promulgated under the Exchange Act (the "exemption").  If the
                 Plan is found not to qualify for the exemption, any
                 disqualifying Plan provision will be deemed replaced by a
                 provision that most nearly accomplishes the intent of the
                 Board at the time the Plan was adopted and that results in the
                 Plan's qualification for the exemption.  If the Board's intent
                 cannot be accomplished through a substitute provision that
                 results in the Plan's qualification for the exemption, the
                 Plan will continue in full force and effect in the form
                 adopted by the Board notwithstanding the Plan's failure to
                 qualify for the exemption.

         (e)     Options may be granted under this Plan from time to time in
                 substitution for stock options held by employees of other
                 corporations who become employees of the Company or a
                 Subsidiary Company as a result of a merger or consolidation of
                 the employing corporation with the Company or a Subsidiary
                 Company or the acquisition by the Company or a Subsidiary
                 Company of the assets of the employing corporation, or the
                 acquisition by the Company or a Subsidiary Company of at least
                 50% of the issued and outstanding stock of the employing
                 corporation as the result of which it becomes a Subsidiary
                 Company of the Company.  The terms and conditions of the
                 substitute options so granted may vary from the terms and
                 conditions set forth in this Plan to such extent as the
                 Compensation Committee at the time of grant may deem
                 appropriate to conform, in whole or in part, to the provisions
                 of the stock options in substitution for which they are
                 granted, but with respect to stock options which are Incentive
                 Stock Options, no such variation shall be such as to affect
                 the status of any such substitute option as an "incentive
                 stock option" under Section 422 of the Code.




                                      -12-
<PAGE>   13
         (f)     At the time of grant, the Compensation Committee may provide
                 in connection with any grant made under the Plan that the
                 shares of Common Stock received as a result of such grant
                 shall be subject to a right of first refusal pursuant to which
                 the optionee shall be required to offer to the Company any
                 shares that the optionee wishes to sell at the then Fair
                 Market Value of the Common Stock, subject to such other terms
                 and conditions as the Compensation Committee may specify at
                 the time of grant.

         (g)     All headings in this Plan are for convenience of reference
                 only and are to be ignored in construing the Plan.  Any
                 masculine pronoun shall include the feminine and the singular
                 shall include the plural, and vice versa.

14.      Indemnification of Board and Compensation Committees

         The members of the Board of Directors and the Compensation Committee
will be indemnified by the Company against the reasonable expenses,
including attorneys' fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or Option
agreements, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by legal counsel selected by the Company)
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it is adjudged in such
action, suit or proceeding that the member is liable for negligence or
misconduct in the performance of the member's duties; provided that within
sixty (60) days after institution of any such action, suit or proceeding a
member will in writing offer the Company the opportunity, at its own expense,
to defend the same.  The foregoing right of indemnification shall inure to the
benefit of the heirs, executors or administrators of each such member of the
Board of Directors and the Compensation Committee and shall be in addition to
any and all other rights of indemnification to which such members may be
entitled to as a matter of law, contract, or otherwise.

15.      Limitation of Rights

         Neither the adoption and maintenance of the Plan nor the grant of
Options will:

         (a)     limit the right of the Company, Parent Company or Subsidiary
                 Company to discharge or discipline any employee, or otherwise
                 terminate or modify the terms of any employment agreement, or

         (b)     confer upon any optionee any contract or other right or
                 interest other than as specifically provided in the Plan and
                 the Option agreement.

16.      Effective Date of the Plan, Duration of the Plan.

         (a)     On February _, 1994, the Board adopted this Plan subject to
                 approval by the Shareholders. The Plan shall become effective
                 at the next Annual Meeting of Shareholders, provided that it
                 is approved by a majority of the Shareholders of the Company
                 at that time or within one year of the Board's approval,
                 whichever is shorter.  No Options granted prior to Shareholder
                 approval



                                      -13-
<PAGE>   14
                 shall be exercisable unless and until the Shareholders of the
                 Company approve this Plan and the Options granted prior to
                 such approval.

         (b)     Unless previously terminated, the Plan will terminate ten (10)
                 years after the earlier of (i) the date the Plan is adopted by
                 the Board, or (ii) the date the Plan is approved by the
                 shareholders, except that Options that are granted under the
                 Plan before its termination will continue to be administered
                 under the terms of the Plan until the Options terminate or are
                 exercised.





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