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                                                                   Exhibit 10.10


                                 AMERICAID, INC.

                                 1994 STOCK PLAN

       1.     PURPOSE. The purpose of the AMERICAID, Inc. 1994 Stock Plan (the
"Plan") is to encourage key employees of AMERICAID, Inc. (the "Company") and of
any present or future parent or subsidiary of the Company (collectively,
"Related Corporations") and other individuals who render services to the Company
or a Related Corporation, by providing opportunities to participate in the
ownership of the Company and its future growth through (a) the grant of options
which qualify as "incentive stock options" ("ISOs") under Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"); (b) the grant of options
which do not qualify as ISOs ("Non-Qualified Options"); (c) awards of stock in
the Company ("Awards"); and (d) opportunities to make direct purchases of stock
in the Company ("Purchases"). Both ISOs and Non-Qualified Options are referred
to hereafter individually as an "Option" and collectively as "Options." Options,
Awards and authorizations to make Purchases are referred to hereafter
collectively as "Stock Rights." As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation,"
respectively, as those terms are defined in Section 424 of the Code.

       2.     ADMINISTRATION OF THE PLAN.

              A.     BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be
       administered by the Board of Directors of the Company (the "Board") or by
       a committee appointed by the Board (the "Committee"); provided that the
       Plan shall be administered to the extent required by Rule 16b-3
       promulgated under the Securities Exchange Act of 1934 or any successor
       provision ("Rule 16b-3"), by a disinterested administrator or
       administrators within the meaning of Rule 16b-3. Hereinafter, all
       references in this Plan to the "Committee" shall mean the Board if no
       Committee has been appointed. Subject to ratification of the grant or
       authorization of each Stock Right by the Board (if so required by
       applicable state law), and subject to the terms of the Plan, the
       Committee shall have the authority to (i) determine to whom (from among
       the class of employees eligible under paragraph 3 to receive ISOs) ISOs
       shall be granted, and to whom (from among the class of individuals and
       entities eligible under paragraph 3 to receive Non-Qualified Options and
       Awards and to make Purchases) Non-Qualified Options, Awards and
       authorizations to make Purchases may be granted; (ii) determine the time
       or times at which Options or Awards shall be granted or Purchases made;
       (iii) determine the purchase price of shares subject to each Option or
       Purchase, which prices shall not be less than the minimum price specified
       in paragraph 6; (iv) determine whether each Option granted shall be an
       ISO or a Non-Qualified Option; (v) determine (subject to paragraph 7) the
       time or times when each Option shall become exercisable and the duration
       of the exercise
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       period; (vi) extend the period during which outstanding Options may be
       exercised; (vii) determine whether restrictions such as repurchase
       options are to be imposed on shares subject to Options, Awards and
       Purchases and the nature of such restrictions, if any, and (viii)
       interpret the Plan and prescribe and rescind rules and regulations
       relating to it. If the Committee determines to issue a Non-Qualified
       Option, it shall take whatever actions it deems necessary, under Section
       422 of the Code and the regulations promulgated thereunder, to ensure
       that such Option is not treated as an ISO. The interpretation and
       construction by the Committee of any provisions of the Plan or of any
       Stock Right granted under it shall be final unless otherwise determined
       by the Board. The Committee may from time to time adopt such rules and
       regulations for carrying out the Plan as it may deem advisable. No member
       of the Board or the Committee shall be liable for any action or
       determination made in good faith with respect to the Plan or any Stock
       Right granted under it.

              B.     COMMITTEE ACTIONS. The Committee may select one of its
       members as its chairman, and shall hold meetings at such time and places
       as it may determine. A majority of the Committee shall constitute a
       quorum and acts of a majority of the members of the Committee at a
       meeting at which a quorum is present, or acts reduced to or approved in
       writing by all the members of the Committee (if consistent with
       applicable state law), shall be the valid acts of the Committee. 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 therefor, fill vacancies however
       caused, or remove all members of the Committee and thereafter directly
       administer the Plan.

              C.     GRANT OF STOCK RIGHTS TO BOARD MEMBERS. Subject to the
       provisions of the first sentence of paragraph 2(A) above, if applicable,
       Stock Rights may be granted to members of the Board. All grants of Stock
       Rights to members of the Board shall in all other respects be made in
       accordance with the provisions of this Plan applicable to other eligible
       persons. Consistent with the provisions of the first sentence of
       Paragraph 2(A) above, members of the Board who either (i) are eligible to
       receive grants of Stock Rights pursuant to the Plan or (ii) have been
       granted Stock Rights may vote on any matters affecting the administration
       of the Plan or the grant of any Stock Rights pursuant to the Plan, except
       that no such member shall act upon the granting to himself or herself of
       Stock Rights, but any such member may be counted in determining the
       existence of a quorum at any meeting of the Board during which action is
       taken with respect to the granting to such member of Stock Rights.

       3.     ELIGIBLE EMPLOYEES AND OTHERS. ISOs may be granted only to
employees of the Company or any Related Corporation. Non-Qualified Options,
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Awards and authorizations to make Purchases may be granted to any employee,
officer or director (whether or not also an employee) or consultant of the
Company or any Related Corporation. The Committee may take into consideration a
recipient's individual circumstances in determining whether to grant a Stock
Right. The granting of any Stock Right to any individual or entity shall neither
entitle that individual or entity to, nor disqualify such individual or entity
from, participation in any other grant of Stock Rights.

       4.     STOCK. The stock subject to Stock Rights shall be authorized but
unissued shares of Common Stock of the Company, par value $.01 per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company in any
manner. The aggregate number of shares which may be issued pursuant to the Plan
is 1,750,000, subject to adjustment as provided in paragraph 13. If any Stock
Right granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part or shall be repurchased by the Company, the shares of Common
Stock subject to such Stock Right shall again be available for grants of Stock
Rights under the Plan.

       5.     GRANTING OF STOCK RIGHTS. Stock Rights may be granted under the
Plan at any time on or after December 9, 1994 and prior to ten years thereafter.
The date of grant of a Stock Right under the Plan will be the date specified by
the Committee at the time it grants the Stock Right; provided, however, that
such date shall not be prior to the date on which the Committee acts to approve
the grant.

       6.     MINIMUM OPTION PRICE; ISO LIMITATIONS.

              A.     PRICE FOR NON-QUALIFIED OPTIONS, AWARDS AND PURCHASES. The
       exercise price per share specified in the agreement relating to each
       Non-Qualified Option granted, and the purchase price per share of stock
       granted in any Award or authorized as a Purchase, under the Plan shall in
       no event be less than the minimum legal consideration required therefor
       under the laws of any jurisdiction in which the Company or its successors
       in interest may be organized.

              B.     PRICE FOR ISOS. The exercise price per share specified in
       the agreement relating to each ISO granted under the Plan shall not be
       less than the fair market value per share of Common Stock on the date of
       such grant. In the case of an ISO to be granted to an employee owning
       stock possessing more than ten percent (10%) of the total combined voting
       power of all classes of stock of the Company or any Related Corporation,
       the price per share specified in the agreement relating to such ISO shall
       not be less than one hundred ten percent (110%) of the fair market value
       per share of Common Stock on the date of grant. For purposes of
       determining stock


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       ownership under this paragraph, the rules of Section 424(d) of the Code
       shall apply.

              C.     $100,000 ANNUAL LIMITATION ON ISO VESTING. Each eligible
       employee may be granted Options treated as ISOs only to the extent that,
       in the aggregate under this Plan and all incentive stock option plans of
       the Company and any Related Corporation, ISOs do not become exercisable
       for the first time by such employee during any calendar year with respect
       to stock having a fair market value (determined at the time the ISOs were
       granted) in excess of $100,000. The Company intends to designate any
       Options granted in excess of such limitation as Non-Qualified Options.

              D.     DETERMINATION OF FAIR MARKET VALUE. If, at the time an
       Option is granted under the Plan, the Company's Common Stock is publicly
       traded, "fair market value" shall be determined as of the last business
       day for which the prices or quotes discussed in this sentence are
       available prior to the date such Option is granted and shall mean (i) the
       average (on that date) of the high and low prices of the Common Stock on
       the principal national securities exchange on which the Common Stock is
       traded, if the Common Stock is then traded on a national securities
       exchange; or (ii) the last reported sale price (on that date) of the
       Common Stock on the Nasdaq National Market, if the Common Stock is not
       then traded on a national securities exchange; or (iii) the closing bid
       price (or average of bid prices) last quoted (on that date) by an
       established quotation service for over-the-counter securities, if the
       Common Stock is not reported on the Nasdaq National Market. If the Common
       Stock is not publicly traded at the time an Option is granted under the
       Plan, "fair market value" shall mean the fair value of the Common Stock
       as determined by the Committee after taking into consideration all
       factors which it deems appropriate, including, without limitation, recent
       sale and offer prices of the Common Stock in private transactions
       negotiated at arm's length.

       7.     OPTION DURATION. Subject to earlier termination as provided in
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B). Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 16.

       8.     EXERCISE OF OPTION. Subject to the provisions of paragraphs 9
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through 12, each Option granted under the Plan shall be exercisable as follows:


              A.     VESTING. The Option shall either be fully exercisable on
       the date of grant or shall become exercisable thereafter in such
       installments as the Committee may specify.

              B.     FULL VESTING OF INSTALLMENTS. Once an installment becomes
       exercisable it shall remain exercisable until expiration or termination
       of the Option, unless otherwise specified by the Committee.

              C.     PARTIAL EXERCISE. Each Option or installment may be
       exercised at any time or from time to time, in whole or in part, for up
       to the total number of shares with respect to which it is then
       exercisable.

              D.     ACCELERATION OF VESTING. The Committee shall have the right
       to accelerate the date that any installment of any Option becomes
       exercisable; provided that the Committee shall not, without the consent
       of an optionee, accelerate the permitted exercise date of any installment
       of any Option granted to any employee as an ISO (and not previously
       converted into a Non-Qualified Option pursuant to paragraph 16) if such
       acceleration would violate the annual vesting limitation contained in
       Section 422(d) of the Code, as described in paragraph 6(C).

       9.     TERMINATION OF EMPLOYMENT. Unless otherwise specified in the
agreement relating to such ISO, if an ISO optionee ceases to be employed by the
Company and all Related Corporations other than by reason of death or disability
as defined in paragraph 10, no further installments of his or her ISOs shall
become exercisable, and his or her ISOs shall terminate on the earlier of (a)
ninety (90) days after the date of termination of his or her employment, or (b)
their specified expiration dates, except to the extent that such ISOs (or
unexercised installments thereof) have been converted into Non-Qualified Options
pursuant to paragraph 16. For purposes of this paragraph 9, employment shall be
considered as continuing uninterrupted during any bona fide leave of absence
(such as those attributable to illness, military obligations or governmental
service) provided that the period of such leave does not exceed 90 days or, if
longer, any period during which such optionee's right to reemployment is
guaranteed by statute. A bona fide leave of absence with the written approval of
the Committee shall not be considered an interruption of employment under this
paragraph 9, provided that such written approval contractually obligates the
Company or any Related Corporation to continue the employment of the optionee
after the approved period of absence. ISOs granted under the Plan shall not be
affected by any change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company
or any Related Corporation. Nothing in the Plan shall be deemed to give any
grantee of any Stock Right the right to be retained in

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employment or other service by the Company or any Related Corporation for any
period of time.

       10.    DEATH; DISABILITY.

              A.     DEATH. If an ISO optionee ceases to be employed by the
       Company and all Related Corporations by reason of his or her death, any
       ISO owned by such optionee may be exercised, to the extent otherwise
       exercisable on the date of death, by the estate, personal representative
       or beneficiary who has acquired the ISO by will or by the laws of descent
       and distribution, until the earlier of (i) the specified expiration date
       of the ISO or (ii) 180 days from the date of the optionee's death.

              B.     DISABILITY. If an ISO optionee ceases to be employed by the
       Company and all Related Corporations by reason of his or her disability,
       such optionee shall have the right to exercise any ISO held by him or her
       on the date of termination of employment, for the number of shares for
       which he or she could have exercised it on that date, until the earlier
       of (i) the specified expiration date of the ISO or (ii) 180 days from the
       date of the termination of the optionee's employment. For the purposes of
       the Plan, the term "disability" shall mean "permanent and total
       disability" as defined in Section 22(e)(3) of the Code or any successor
       statute.

       11.    ASSIGNABILITY. No Stock Right shall be assignable or transferable
by the grantee except by will, by the laws of descent and distribution or, in
the case of Non-Qualified Options only, pursuant to a valid domestic relations
order. Except as set forth in the previous sentence, during the lifetime of a
grantee each Stock Right shall be exercisable only by such grantee.

       12.    TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any
Non-Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine. The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments. The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.

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       13.    ADJUSTMENTS. Upon the occurrence of any of the following events,
an optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:

              A.     STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common
       Stock shall be subdivided or combined into a greater or smaller number of
       shares or if the Company shall issue any shares of Common Stock as a
       stock dividend on its outstanding Common Stock, the number of shares of
       Common Stock deliverable upon the exercise of Options shall be
       appropriately increased or decreased proportionately, and appropriate
       adjustments shall be made in the purchase price per share to reflect such
       subdivision, combination or stock dividend.

              B.     CONSOLIDATIONS OR MERGERS. If the Company is to be
       consolidated with or acquired by another entity in a merger, sale of all
       or substantially all of the Company's assets or otherwise (an
       "Acquisition"), the Committee or the board of directors of any entity
       assuming the obligations of the Company hereunder (the "Successor
       Board"), shall, as to outstanding Options, either (i) make appropriate
       provision for the continuation of such Options by substituting on an
       equitable basis for the shares then subject to such Options either (a)
       the consideration payable with respect to the outstanding shares of
       Common Stock in connection with the Acquisition, (b) shares of stock of
       the surviving corporation or (c) such other securities as the Successor
       Board deems appropriate, the fair market value of which shall not
       materially exceed the fair market value of the shares of Common Stock
       subject to such Options immediately preceding the Acquisition; or (ii)
       upon written notice to the optionees, provide that all Options must be
       exercised, to the extent then exercisable, within a specified number of
       days of the date of such notice, at the end of which period the Options
       shall terminate; or (iii) terminate all Options in exchange for a cash
       payment equal to the excess of the fair market value of the shares
       subject to such Options (to the extent then exercisable) over the
       exercise price thereof.

              C.     RECAPITALIZATION OR REORGANIZATION. In the event of a
       recapitalization or reorganization of the Company (other than a
       transaction described in subparagraph B above) pursuant to which
       securities of the Company or of another corporation are issued with
       respect to the outstanding shares of Common Stock, an optionee upon
       exercising an Option shall be entitled to receive for the purchase price
       paid upon such exercise the securities he or she would have received if
       he or she had exercised such Option prior to such recapitalization or
       reorganization.

              D.     MODIFICATION OF ISOS. Notwithstanding the foregoing, any
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       adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
       shall be made only after the Committee, after consulting with counsel for
       the Company, determines whether such adjustments would constitute a
       "modification" of such ISOs (as that term is defined in Section 424 of
       the Code) or would cause any adverse tax consequences for the holders of
       such ISOs. If the Committee determines that such adjustments made with
       respect to ISOs would constitute a modification of such ISOs or would
       cause adverse tax consequences to the holders, it may refrain from making
       such adjustments.

              E.     DISSOLUTION OR LIQUIDATION. In the event of the proposed
       dissolution or liquidation of the Company, each Option will terminate
       immediately prior to the consummation of such proposed action or at such
       other time and subject to such other conditions as shall be determined by
       the Committee.

              F.     ISSUANCES OF SECURITIES. Except as expressly provided
       herein, no issuance by the Company of shares of stock of any class, or
       securities convertible into shares of stock of any class, shall affect,
       and no adjustment by reason thereof shall be made with respect to, the
       number or price of shares subject to Options. No adjustments shall be
       made for dividends paid in cash or in property other than securities of
       the Company.

              G.     FRACTIONAL SHARES. No fractional shares shall be issued
       under the Plan and the optionee shall receive from the Company cash in
       lieu of such fractional shares.

              H.     ADJUSTMENTS. Upon the happening of any of the events
       described in subparagraphs A, B or C above, the class and aggregate
       number of shares set forth in paragraph 4 hereof that are subject to
       Stock Rights which previously have been or subsequently may be granted
       under the Plan shall also be appropriately adjusted to reflect the events
       described in such subparagraphs. The Committee or the Successor Board
       shall determine the specific adjustments to be made under this paragraph
       13 and, subject to paragraph 2, its determination shall be conclusive.

       14.    MEANS OF EXERCISING OPTIONS. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of
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the grantee's personal recourse note bearing interest payable not less than
annually at no less than 100% of the lowest applicable Federal rate, as defined
in Section 1274(d) of the Code, (d) at the discretion of the Committee and
consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the Option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be at the
participant's direction at the time of exercise, or (e) at the discretion of the
Committee, by any combination of (a), (b), (c) and (d) above. If the Committee
exercises its discretion to permit payment of the exercise price of an ISO by
means of the methods set forth in clauses (b), (c), (d) or (e) of the preceding
sentence, such discretion shall be exercised in writing at the time of the grant
of the ISO in question. The holder of an Option shall not have the rights of a
shareholder with respect to the shares covered by such Option until the date of
issuance of a stock certificate to such holder for such shares. Except as
expressly provided above in paragraph 13 with respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends or
similar rights for which the record date is before the date such stock
certificate is issued.

       15.    TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on
December 9, 1994 (the "Adoption Date"), subject, with respect to the validation
of ISOs granted under the Plan, to approval of the Plan by the stockholders of
the Company at the next Meeting of Stockholders or, in lieu thereof, by written
consent. If the approval of stockholders is not obtained prior to December 9,
1995, any grants of ISOs under the Plan made prior to that date will be
rescinded. The Plan shall expire at the end of the day one day prior to the
expiration of a period of ten years from the Adoption Date (except as to Options
outstanding on that date). Subject to the provisions of paragraph 5 above,
Options may be granted under the Plan prior to the date of stockholder approval
of the Plan. The Board may terminate or amend the Plan in any respect at any
time, except that, without the approval of the stockholders obtained within 12
months before or after the Board adopts a resolution authorizing any of the
following actions: (a) the total number of shares that may be issued under the
Plan may not be increased (except by adjustment pursuant to paragraph 13); (b)
the benefits accruing to participants under the Plan may not be materially
increased; (c) the requirements as to eligibility for participation in the Plan
may not be materially modified; (d) the provisions of paragraph 3 regarding
eligibility for grants of ISOs may not be modified; (e) the provisions of
paragraph 6(B) regarding the exercise price at which shares may be offered
pursuant to ISOs may not be modified (except by adjustment pursuant to paragraph
13); (f) the expiration date of the Plan may not be extended; and (g) the Board
may not take any action which would cause the Plan to fail to comply with Rule
16b-3. Except as otherwise provided in this paragraph 15, in no event may action
of the Board or stockholders alter or impair the rights of a grantee,

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without such grantee's consent, under any Option previously granted to such
grantee.

       16.    CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS. The Committee, at
the written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's ISOs
(or any installments or portions of installments thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior
to the expiration of such ISOs, regardless of whether the optionee is an
employee of the Company or a Related Corporation at the time of such conversion.
Such actions may include, but shall not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of such
ISOs. At the time of such conversion, the Committee (with the consent of the
optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Committee in its discretion may determine, provided
that such conditions shall not be inconsistent with this Plan. Nothing in the
Plan shall be deemed to give any optionee the right to have such optionee's ISOs
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Committee takes appropriate action.

       17.    APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of shares pursuant to Options granted and Purchases authorized under
the Plan shall be used for general corporate purposes.

       18.    NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. By accepting an
ISO granted under the Plan, each optionee agrees to notify the Company in
writing immediately after such optionee makes a Disqualifying Disposition (as
described in Sections 421, 422 and 424 of the Code and regulations thereunder)
of any stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

       19.    WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
Non-Qualified Option, the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the grant of an Award, (iii) the
making of a Purchase of Common Stock for less than its fair market value, or
(iv) the vesting or transferability of restricted stock or securities acquired
by exercising an Option, on the grantee's making satisfactory arrangement for
such


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withholding. Such arrangement may include payment by the grantee in cash or by
check of the amount of the withholding taxes or, at the discretion of the
Committee, by the grantee's delivery of previously held shares of Common Stock
or the withholding from the shares of Common Stock otherwise deliverable upon
exercise of a Option shares having an aggregate fair market value equal to the
amount of such withholding taxes.

       20.    GOVERNMENTAL REGULATION. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.

       Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Options in connection with
the Plan.

       21.    GOVERNING LAW. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of Virginia, or the
laws of any jurisdiction in which the Company or its successors in interest may
be organized.