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                   [LOGO OF INDUSTRIAL TRAINING CORPORATION]

                                                                    Exhibit 10.3


                        Industrial Training Corporation

                   1992 Director Incentive Stock Option Plan


                                   as Adopted
 
                                 April 30, 1992

The proper execution of the duties and responsibilities of the directors of
Industrial Training Corporation is a vital factor in the continued growth and
success of the Company.  Toward this end, it is necessary to attract and retain
effective and capable persons who will serve as directors and contribute
materially to the successful operation of the business of the Company.  It
benefits the Company to bind the interests of these persons more closely to its
own interest by offering them options to purchase shares of common stock of the
Company and thereby provide them with added incentive to remain directors and to
increase its prosperity and growth.

Options granted under this plan may be either incentive stock options within the
meaning of Section 422 (b) of the Internal Revenue Code, as amended, or non-
statutory options which are not intended to meet the requirements of Section 422
(b).

                                   Article 1
 
                                  Definitions

The following words and terms, unless the context clearly indicates otherwise,
have the following meanings.  Where appropriate in the context of this Stock
Option Plan, the singular shall include the plural, the masculine gender shall
include the feminine, and vice versa:

1:01 Board means the Board of Directors of Industrial Training Corporation.

1:02 Committee means the stock option committee consisting of two (2) or more
     disinterested directors as more specifically described in Section 3:01.

1:03 Common Stock means the common stock of Industrial Training Corporation.

1:04 Company means Industrial Training Corporation and any parent or
     subsidiary thereof.

1:05 Option means the options granted pursuant to this Plan.

1:06 Option Agreement means an agreement provided for in Section 6:01.
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1:07 Participant means an individual designated pursuant to Section 3:03 who has
     executed an Option Agreement.

1:08 Plan means this Industrial Training Corporation 1992 Stock Option Plan.

1:09 SEC means the United States Securities and Exchange Commission.

                                   Article 2
 
                           Effective Date of the Plan

2:01 On March 6, 1992 the Board adopted this Plan subject to approval by the
     Shareholders.  The plan shall become effective at the next Annual Meeting
     of Shareholders, provided it is approved by the majority of the
     Shareholders of the Company at that time.  No options granted prior to
     Shareholder approval of the Plan shall be exercisable unless and until the
     Shareholders of the Company approve this Plan and the Options granted prior
     to such approval.

                                   Article 3
 
                                 Administration

3:01 The Plan shall be administered by the stock option committee of the Board
     (the Committee) consisting of two (2) or more directors who shall each be
     "disinterested persons" as no member of the Committee shall be (i) eligible
     to receive Option awards under this Plan, or (ii) been awarded or granted
     equity securities under the Plan or any other plan of the Company during
     the period of one year prior to serving on the Committee except as
     permitted in the SEC's Rule 16b-3 (c) (2) (i).  The Board may, from time to
     time remove members from or add members to the Committee.  Vacancies in the
     Committee, however caused, shall be filled by the Board of Directors.  The
     Committee shall select one of its members chairman and shall hold meetings
     at such times and places as it may determine.  The Committee may appoint a
     secretary and, subject to the provisions of the Plan and to policies
     determined by the Board of Directors, may make such rules and regulations
     for the conduct of its business as it shall deem available.

3:02 The Committee shall establish, from time to time, subject to the
     limitations of the Plan as hereinafter set forth, such rules and
     regulations, and amendments thereof, as it deems necessary to comply with
     applicable law and regulation and for the proper administration of the
     Plan.  Every decision and action of the Committee shall be valid if a
     majority of the members then in office concur either at a meeting or in
     writing.

3:03 The Committee shall make all determinations as to the directors who in the
     opinion of the Board should receive Options.  The Committee shall also
     designate the time or times at which Options are granted, the number of
     shares for which Options are to be granted to each person, and the term and
     price of each option.  No member of the Board shall be liable for any
     action or determination made in good faith with respect to the Plan or any
     Option.
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3:04 Options shall be granted only after prior designation by the Committee and
     the execution of an Option Agreement.  The Committee shall report to the
     Board the names of persons granted Options, the number of Options granted,
     and the terms and conditions of each Option.

                                   Article 4

                           Participation in the Plan

4:01 Participation in the Plan shall be limited to directors of the Company
     who, from time to time, shall be designated by the Committee in accordance
     with Section 3:03.

                                   Article 5
 
                             Stock Subject to Plan

5:01 There are reserved for the granting of Options under the Plan, and for
     subsequent issuance and sale pursuant to granted Options, 35,000 shares of
     unissued but authorized Common Stock or of Common Stock held in treasury.
     If for any reason, shares for which an Option has been granted cease to be
     subject to purchase thereunder, those shares shall be available for the
     granting of Options.

5:02 Proceeds of the purchase of optioned shares shall be used for the general
     business purposes of the Company.

5:03 In the event of reorganization, recapitalization, stock split, stock
     dividend, stock combination, merger, consolidation, acquisition of property
     or stock, any changes in the capital structure of the Company, or similar
     changes in the Company's Common Stock, the Committee shall make such
     adjustments as may be appropriate in the number and kind of shares reserved
     for purchase and in the number, kind and price of shares covered by Options
     granted but not then exercised.

5:04 If the Company shall at any time merge or consolidate with or into another
     corporation and (i) the Company is not the surviving entity, or (ii) the
     Company is the surviving entity and the shareholders of the Company are
     required to exchange their shares of Common Stock for property and/or
     securities, the holder of each Option will thereafter receive, upon the
     exercise thereof, the securities and/or property to which a holder of the
     number of shares of Common Stock then deliverable upon the exercise of such
     Option would have been entitled upon such merger or consolidation, and the
     Company shall take such steps in connection with such merger or
     consolidation as may be necessary to assure that the provisions of this
     Plan shall thereafter be applicable, as nearly as reasonably may be, in
     relation to any securities or property thereafter deliverable upon the
     exercise of such Option, provided, however, that under no circumstance
     shall any Option exercise date be accelerated in contemplation of such
     action.  A sale of all or substantially all the assets of the Company for
     consideration (apart from the assumption of obligations)
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     consisting primarily of securities shall be deemed a merger or
     consolidation for the foregoing purposes. Notwithstanding the foregoing,
     the provisions of this Section 5:04 shall be subject to Section 6:06.

     The surviving entity following any reorganization may at any time, in its
     sole discretion, tender substitute options as it may deem appropriate.
     However, in  no event may the substitute options entitle the Participant to
     any fewer shares (or any greater aggregate price) or any less other
     property that the Participant would be entitled to under the immediately
     preceding paragraph upon an exercise of the Options held prior to the
     substitution of the new Option.

5:05 In the event of the proposed dissolution or liquidation of the Company, the
     Options granted hereunder shall terminate as of a date to be fixed by the
     Board, provided that not less than thirty (30) days' prior written notice
     of the date so fixed shall be given to the Participant, and the Participant
     shall have the right, during the period of thirty (30) days preceding such
     termination, to exercise his Options.  Not withstanding the foregoing, the
     provisions of this Section shall be subject to Section 6:06.

                                   Article 6
 
                        Terms and Conditions of Options

6:01 Each Option shall be evidenced by an Option Agreement specifying the number
     of shares of Common Stock covered thereby in such form as the Committee
     from time to time may determine, provided that no provision of the Option
     Agreement shall be inconsistent with this Plan and such Option Agreement
     may incorporate all or any of the terms of this Plan by reference.

6:02 The Option price per share shall not be less than 100% of the fair market
     value of a share of the Common Stock on the date on which the Option is
     granted.  The fair market value of a share of Common Stock for this purpose
     shall be the mean of the closing high bid and low asked prices per share in
     the over-the-counter market, or the closing price if the Company's Common
     Stock is listed in the NASDAQ National Market System, on the day of the
     grant (or if that date falls on a non-business day, then the next business
     day on which the stock is quoted).

     If any director to whom an Incentive Stock Option is to be granted under
     the Plan is at the time of the grant of such option the owner of stock
     possessing more than 10% of the total combined voting power of all classes
     of stock of the Company or of any Parent Corporation or any Subsidiary
     (after taking into account the attribution of stock ownership rules of
     Section 424 (d) of the Code, and any successor provisions thereto), then
     the following special Stock Option granted to such individual:

     (A) The purchase price per share of the Common Stock subject to such
     incentive Stock Option shall not be less than 110% of the fair market value
     of one share of Common Stock at the time of grant.

6:03 No Option may be granted under this Plan after April 30, 2002.
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6:04 No director may receive Incentive Stock Options (under all stock option
     plans of the Company and any of its parents and subsidiaries) in any
     calendar year for stock with an aggregate fair market value (determined as
     of the time of the option is granted) in excess of $100,000, plus any
     unused limit carryover from prior years computed in accordance with
     subsection (c) (4) of Section 422 (b) of the Internal Revenue Code.

6:05 No portion of any Incentive Stock Option granted shall be exercisable while
     there is outstanding (within the meaning of subsection (c) (7) of Section
     422 (b) of the Internal Revenue Code) any Incentive Stock Option granted to
     optionee prior to such option.

6:06 The term of any Option granted under this Plan shall be up to five (5)
     years from the date on which it was granted.  The Committee shall have the
     right to set the time or times within which an Option shall be exercised,
     and to accelerate the time or time of exercise provided however, that no
     Option shall be exercisable until (i) after the Shareholders of the Company
     approve the Plan; and (ii) at least six (6) months from the date of grant.

6:07 Each Option by its terms shall be non-transferrable and non-assignable
     except that valid Option rights may be transferred by testamentary
     instrument (will), by the laws of descent and distribution, or pursuant to
     a qualified domestic relations order as defined in the Internal Revenue
     Code or Title I of the Employee Retirement Income Security Act or the rules
     thereunder.  Otherwise, an Option is exercisable only by such Participant.

6:08 Each Option granted under the Plan shall terminate and may no longer be
     exercised if the Participant ceases to be a director of the Company, except
     that (i) if the Participant dies while a director of the Company, or within
     three (3) months after the termination of such service, such Option may be
     exercised on his behalf as set forth in 6:09 below; and (ii) if the
     Participant's term as director shall have been terminated for any reason
     other than his death, he may at any time within a period of three (3)
     months after such termination exercise such Option to the extent that the
     Option was exercisable pursuant to Section 6:06 above by him on the date of
     the termination of his directorship; provided, however that in the case of
     removal then the Participant's Option shall terminate and expire
     concurrently with his removal and shall not thereafter be exerciseable to
     any extent.  The definition of "cause" shall be as set forth in the Option
     Agreement with each Participant.

6:09 If the Participant dies during the term of his Option while in the employ
     of the Company, or within the three (3) month period after the termination
     of services as a director, without having fully exercised his Option, the
     executor or administrator of his estate or the person who inherits the
     right to exercise the Option by bequest or inheritance shall have the right
     within twelve (12) months after the Participant's death to purchase the
     number of shares which the deceased Participant was entitled to purchase at
     the date of his death, after which time the Option shall lapse.

6:10 A Participant may, at any time, elect in writing to abandon an Option or
     any part thereof.
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                                   Article 7
 
                         Methods of Exercise of Option

7:01 The Participant (or other person acting under Section 6:09) desiring to
     exercise an Option as to all or part of the shares of Common Stock subject
     to that option shall notify the Secretary of the Company in writing at its
     principal office to that effect, specifying the number of shares to be
     purchased.

7:02 The notice shall be accompanied by payment to the Company of the full
     purchase price.  With the prior consent of the Company the Option may be
     exercised as to the number of shares specified in the notice by tendering
     to the Company shares of Common Stock already owned by the Participant
     which, together with any cash tendered therewith, shall equal in value the
     full purchase price.  The value of the tendered shares for this purpose
     shall be the fair market value (as determined in accordance with the
     procedures set forth in Section 6:02) of such shares (valued as if
     unlegended and freely transferrable) on the date the Participant executed
     and dates the notice provided in Section 7:01, and the Participant shall
     deliver only the number of shares of Common Stock which, together with any
     cash delivered, has an aggregate value of not less than the full purchase
     price for the Option.

7:03 A Participant shall have none of the rights of a Stockholder until the
     shares of Common Stock covered by the Option are issued to him.  If the
     shares of Common Stock issuable pursuant to the exercise of  an Option are
     not registered under the Securities Act of 1933, as amended, the Company
     may require that the Participant deliver an investment representation
     letter at the time of exercise in form acceptable to the Company and its
     counsel, and the Company may place appropriate legends restricting transfer
     under applicable securities laws on the certificates for the shares of
     Common Stock to be issued.

                                   Article 8
 
                   Amendments and Discontinuance of the Plan

8:01 The Committee shall have the right at any time and from time to time to
     amend, suspend, or terminate the Plan, provided that, except as provided in
     Section 5:03, no such amendment, suspension, or termination shall (i)
     revoke or alter the terms of any valid Option previously granted in
     accordance with this Plan; (ii) increase the number of shares to be
     reserved for issuance of Options; (iii) change the price determined
     pursuant to the provisions of Section 6:02; (iv) change the class of
     eligible employees to whom Options may be granted under this Plan; (v)
     extend the term of the Plan beyond ten (10) years or provide for options
     exercisable more than five (5) years after the date granted; (vi) permit
     any member of the Committee to be eligible as a Participant; or (vii)
     otherwise materially modify the Plan, except as provided herein or as
     necessary to comply with applicable law, without Shareholder approval.
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8:02 This Plan shall terminate at midnight on April 30, 2002.  Options
     outstanding at the termination of the Plan shall not be affected by such
     termination.

                                   Article 9
 
                            Miscellaneous Provisions

9:01 The Plan shall be construed, whenever possible, to be in conformity with
     the requirement of all applicable federal law, including without limitation
     the SEC's Rule 16b-3.  To the extent not in conflict with the preceding
     sentence, the Plan shall be construed, administered and governed in all
     respects under and by the laws of the State of Virginia, exempt where
     preempted by federal law.

9:02 If any provision of the plan is held invalid or unenforceable, the
     invalidity or unenforceability shall not affect any other provisions and
     the Plan shall be construed and enforced as if those provisions had not
     been included.

9:03 This Plan shall be binding upon heirs, executors, administrators,
     successors and assigns of all parties hereto, present and future.

9:04 This Plan shall not be deemed to construe a contract between any director
     and the Company.  Nothing in the Plan shall give any right to be retained
     as a director of the Company, and all director Participants shall remain
     subject to non-election or removal to the same extent as if the Plan had
     not been put into effect.
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                                First Amendment
                                     to the
                        Industrial Training Corporation
                   1992 Director Incentive Stock Option Plan


     THIS AMENDMENT is made to the Industrial Training Corporation 1992 Director
Incentive Stock Option Plan (the "Plan"), effective the 20th day of February,
1996.

     1.   Section 5:01 of Article 5 of the Plan shall be amended by deleting the
numeral "35,000" and substituting "135,000" therefore, so that said section
shall read as follows:

   5.01   There are reserved for the granting of Options under the Plan, and
          for subsequent issuance and sale pursuant to granted Options, 135,000
          shares of unissued but authorized Common Stock or of Common Stock held
          in treasury.  If for any reason, shares for which an Option has been
          granted cease to be subject to purchase thereunder, those shares shall
          be available for the granting of Options.
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                                Second Amendment
                                     to the
                        Industrial Training Corporation
                   1992 Director Incentive Stock Option Plan



      THIS SECOND AMENDMENT to the 1992 Director Incentive Stock Option Plan
(the "Plan") is effective the 3rd day of January, 1997.

     1.  Section 6:04 of Article 6 of the Plan shall be amended by deleting the
section in its entirety and replacing it with a new section 6.04, which reads as
follows:

          No director may receive Incentive Stock Options which are exercisable
          for the first time during any calendar year (under all stock option
          plans of the Company and any of its parents and subsidiaries) for
          stock with an aggregate fair market value (determined as of the time
          that the option is granted) in excess of $100,000, computed in
          accordance with subsection (d) of Section 422 of the Internal Revenue
          Code.