EXHIBIT 10.L


                       CROWN CENTRAL PETROLEUM CORPORATION

                          1994 LONG-TERM INCENTIVE PLAN
                       (AS RESTATED ON DECEMBER 17, 1998)


SECTION 1: ESTABLISHMENT AND PURPOSE

The purpose of the Crown Central Petroleum Corporation 1994 Long-Term Incentive
Plan (the "Plan") is to benefit the Corporation and its Subsidiaries. The Plan
is also intended to benefit the Corporation's stockholders by encouraging high
levels of performance by individuals who are key to the success of the
Corporation and its Subsidiaries and to enable the Corporation and its
Subsidiaries to attract, motivate and retain talented and experienced
individuals essential to the Corporation's success. This is to be accomplished
by providing such employees an opportunity to obtain or increase their
proprietary interest in the Corporation's performance and by providing such
employees with additional incentives to remain with the Corporation and its
Subsidiaries.


SECTION 2: DEFINITIONS

The following terms, as used herein, shall have the meaning specified:

        a.     "ADMINISTRATIVE COSTS" means total administrative operating
               expenses exclusive of refinery, supply and transportation, and
               marketing expenses plus total interest expense including
               capitalized interest costs net of interest income.

        b.     "AWARD" means Non-qualified Stock Options and Performance Vested
               Restricted Stock granted pursuant to Section 4 hereof.

        c.     "AWARD AGREEMENT" means an agreement described in Section 6
               hereof entered into between the Corporation and a Participant,
               setting forth the terms and conditions applicable to the Award
               granted to the Participant.

        d.     "BOARD OF DIRECTORS" means the Board of Directors of the
               Corporation as it may be comprised from time to time.

        e.     "CAUSE" means an act that constitutes cause for termination of
               employment under the Corporation or Subsidiary's normal personnel
               practices.

        f.     "CODE" means the Internal Revenue Code of 1986, and any successor
               statute, and the regulations promulgated thereunder, as it or
               they may be amended from time to time.

        g.     "COMMITTEE" means the Committee as defined in Section 8 hereof.

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        h.     "CORPORATION" means Crown Central Petroleum Corporation, and any
               successor corporation.

        i.     "COVERED EMPLOYEE" means a covered employee within the meaning of
               Code Section 162(m)(3).

        j.     "EMPLOYEE" means officers and other key employees of the
               Corporation or a Subsidiary, but excludes directors who are not
               also officers or employees of the Corporation.

        k.     "EXCHANGE ACT" means the Securities Exchange Act of 1934, and any
               successor statute, as it may be amended from time to time.

        l.     "FAIR MARKET VALUE" means the average of the highest and lowest
               sale price of the Stock as reported on the American Stock
               Exchange on the relevant date, or if no sale of the Stock is
               reported for such date, the next preceding day for which there is
               a reported sale.

        m.     "INSIDER" means any person who is subject to Section 16.

        n.     "MARKETING CONTRIBUTION" means Crown's marketing income minus
               marketing expenses.

        o.     "NET MARGIN" means the Corporation's Refining Gross Margin
               reduced by Total Refining Costs and Administrative Costs and
               increased by the Marketing Contribution, as determined by the
               Committee under the Corporation's regular accounting practices on
               a consistent basis.

        p.     "NON-QUALIFIED STOCK OPTION" means an option to purchase Stock
               that is granted pursuant to Section 4(a) hereof that does not
               meet the requirements of Code Section 422, or if meeting those
               requirements, is not intended to be an incentive stock option
               under Code Section 422.

        m.     "PARTICIPANT" means any Employee who has been granted an Award
               pursuant to this Plan.

        n.     "REFINING GROSS MARGIN" means the measure of actual gross margin
               at the refinery (revenues minus costs of goods) compared to a
               model for optimal refining performance.

        o.     "SECTION 16" means Section 16 of the Exchange Act, and any
               successor statutory provision, and the rules promulgated
               thereunder, as it or they may be amended from time to time.

        p.     "STOCK" means shares of Class B Common Stock of the Corporation,
               par value $5 per share, or any security of the Corporation issued
               in substitution, exchange or lieu thereof.

        u.     "SUBSIDIARY" means any corporation in which the Corporation,
               directly or indirectly, controls 50% or more of the total
               combined voting power of all classes of such corporation's stock.


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        v.     "TOTAL REFINING COSTS" means total refinery operating costs.


SECTION 3:  ELIGIBILITY

Persons eligible for Awards shall consist of Employees who hold positions of
significant responsibility with the Corporation and/or a Subsidiary or whose
performance or potential contribution, in the judgment of the Committee, will
benefit the future success of the Corporation and/or a Subsidiary.


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SECTION 4:  AWARDS

The Committee may grant either of the following types of Awards, singly or in
combination, as the Committee may in its sole discretion determine:

        a.     NON-QUALIFIED STOCK OPTIONS. A Non-qualified Stock Option is an
               option to purchase a specific number of shares of Stock during
               such specified time as the Committee may determine, not to exceed
               ten (10) years, at a price not less than 100% of the Fair Market
               Value of the Stock on the date the option is granted.

               1)     The purchase price of the Stock subject to the option may
                      be paid in cash. At the discretion of the Committee at the
                      time of exercise or as provided in the Award Agreement,
                      the purchase price may also be paid by the tender of Stock
                      (the value of such Stock shall be its Fair Market Value on
                      the date of exercise), or through a combination of Stock
                      and cash, or through such other means as the Committee
                      determines are consistent with the Plan's purpose and
                      applicable law. No fractional shares of Stock will be
                      issued or accepted.

               2)     Without limiting the foregoing, to the extent permitted by
                      law (including relevant state law), (A) the Committee may
                      agree to accept as full or partial payment of the purchase
                      price of Stock issued upon exercise of options, a
                      promissory note of the Participant evidencing the
                      Participant's obligation to make future cash payments to
                      the Corporation, which promissory notes shall be payable
                      as determined by the Committee (but in no event later than
                      five (5) years after the date thereof), shall be secured
                      by a pledge of the shares of Stock purchased, and shall
                      bear interest at a rate established by the Committee which
                      shall be at least equal to the minimum interest rate
                      required at the time to avoid imputed interest under the
                      Code, and (B) the Committee may also permit Participants,
                      at the time of exercise or as provided in the Award
                      Agreement, simultaneously to exercise options and sell the
                      shares of Stock thereby acquired, pursuant to a brokerage
                      or similar arrangement approved in advance by the
                      Committee, and use the proceeds from such sale as payment
                      of the purchase price of such Stock.

        b.     PERFORMANCE VESTED RESTRICTED STOCK. Performance Vested
               Restricted Stock is Stock that is issued to a Participant and is
               subject to the attainment of performance goals, restrictions on
               transfer or such other restrictions on incidents of ownership, if
               any, as the Committee may determine.

               1)     The performance goals shall be based on such measure or
                      measures of performance, which may include, but need not
                      be limited to, the performance of the Corporation, one or
                      more Subsidiaries or one or more of their divisions or
                      units, or any combination of the foregoing, as the
                      Committee shall determine, and may be applied on an
                      absolute basis or be relative to industry or other
                      indices, or any combination thereof. Unless otherwise
                      provided in an Award, such performance goals may be
                      adjusted in any manner by the Committee in its discretion
                      at any time and from time to time if it determines that
                      such performance goals are not appropriate under the
                      circumstances. The performance goals for Covered Employees
                      shall be based on the Corporation's Net Margin unless
                      prior to the grant of an Award the Committee determines
                      that another performance measurement or measurements
                      should be substituted.

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               2)     Subject to such restrictions, the Participant as owner of
                      such shares of Performance Vested Restricted Stock shall
                      have the rights of the holder thereof, except that the
                      Committee may provide at the time of the Award that any
                      dividends or other distributions paid on such Stock while
                      subject to such restrictions shall be accumulated or
                      reinvested in Stock and held subject to the same
                      restrictions as the Performance Vested Restricted Stock
                      and such other terms and conditions as the Committee shall
                      determine.

               3)     A certificate for the shares of Performance Vested
                      Restricted Stock, which certificate shall be registered in
                      the name of the Participant, shall bear an appropriate
                      restrictive legend and shall be subject to appropriate
                      stop-transfer orders or the certificates representing
                      shares of Performance Vested Restricted Stock shall be
                      held in custody by the Corporation until the restrictions
                      relating thereto otherwise lapse and the Participant shall
                      deliver to the Corporation a stock power endorsed in blank
                      relating to the Performance Vested Restricted Stock.



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SECTION 5:  SHARES OF STOCK AVAILABLE UNDER PLAN

        a.     Subject to the adjustment provisions of Section 9 hereof, the
               number of shares of Stock with respect to which Awards may be
               granted under the Plan shall not exceed 1,100,000 shares of
               Stock; provided that no more than 550,000 of the shares of Stock
               available for Awards shall be available for Awards in the form of
               Performance Vested Restricted Stock; and provided further that no
               single Participant shall receive, in any one calendar year,
               Awards (i) in the form of Non-qualified Stock Options with
               respect to more than 150,000 shares of Stock and (ii) for more
               than 50,000 Performance Vested Restricted Shares, as determined
               for purposes of Code Section 162(m). The number of shares shall,
               if permissible under Rule 16b-3 of the Exchange Act, include the
               number of shares surrendered by a Participant or retained by the
               Corporation in payment of applicable withholding taxes under
               Section 6(a)(4) hereof.

        b.     Any unexercised or undistributed portion of any terminated or
               forfeited Award shall be available for further Awards in addition
               to those available under Section 5(a) hereof to the extent
               permitted under Section 16.

        c.     The Stock which may be issued pursuant to an Award under the Plan
               may be authorized but unissued Stock, or Stock that is acquired,
               subsequently or in anticipation of the transaction, in the open
               market to satisfy the requirements of the Plan.


SECTION 6:  AWARD AGREEMENTS

Each Award under the Plan shall be evidenced by an Award Agreement setting forth
the number of shares of Stock subject to the Award and such other terms and
conditions applicable to the Award, as determined by the Committee, not
inconsistent with the terms of the Plan.

        a.     Award Agreements shall include the following terms:

               1)     NON-ASSIGNABILITY. A provision that no Award shall be
                      assignable or transferable except by will or by laws of
                      descent and distribution and that, during the lifetime of
                      a Participant, the Award shall be exercised only by such
                      Participant or by his or her guardian or legal
                      representative.


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               2)     TERMINATION OF EMPLOYMENT.

                             A. A provision describing the treatment of an Award
                             in the event of the retirement, disability, death
                             or other termination of a Participant's employment
                             with the Corporation or a Subsidiary, including but
                             not limited to terms relating to the vesting, time
                             for exercise, forfeiture or cancellation of an
                             Award in such circumstances. Participants who
                             terminate employment due to retirement, permanent
                             disability, or death prior to the satisfaction of
                             applicable conditions and restrictions associated
                             with their Award(s) may be entitled to a prorated
                             Awards(s) as and to the extent determined by the
                             Committee.

                      B.     A provision that for purposes of the Plan, (i) a
                             transfer of an Employee from the Corporation to a
                             Subsidiary or affiliate of the Corporation, whether
                             or not incorporated, or vice versa, or from one
                             Subsidiary or affiliate of the Corporation to
                             another, and (ii) a leave of absence, duly
                             authorized in writing by the Corporation, shall not
                             be deemed a termination of employment.

                      C.     A provision describing the effect of an event of
                             Cause on an Award.

               3)     RIGHTS AS A STOCKHOLDER. A provision stating that a
                      Participant shall have no rights as a stockholder with
                      respect to any Stock covered by an Award of a
                      Non-qualified Stock Option until the date the Participant
                      becomes the holder of record. Except as provided in
                      Section 9 hereof, no adjustment shall be made for
                      dividends or other rights, unless the Award Agreement
                      specifically requires such adjustment.


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               4)     WITHHOLDING. A provision requiring the withholding of
                      applicable taxes required by law from all amounts paid in
                      satisfaction of an Award. A Participant may satisfy the
                      withholding obligation by (A) paying the amount of any
                      taxes in cash, (B) with the approval of the Committee at
                      the time applicable taxes are due or as provided in the
                      Award Agreement, shares of Stock may be deducted from the
                      payment to satisfy the obligation in full or in part, or
                      (C) with the approval of the Committee at the time
                      applicable withholding taxes are due or as provided in the
                      Award Agreement, deliver already owned Stock to satisfy
                      the obligation in full or in part. The amount of the
                      withholding and the number of shares to be deducted shall
                      be determined by the Committee with reference to the Fair
                      Market Value of the Stock when the withholding is required
                      to be made. Any use of Stock by an Insider for payment of
                      applicable withholding taxes shall be subject to the
                      provisions of Rule 16b-3 as to the manner and timing of
                      the election.

               5)     EXECUTION. A provision stating that no Award is
                      enforceable until the Award Agreement or a receipt has
                      been signed by the Participant and the Corporation or a
                      Subsidiary. By executing the Award Agreement or receipt, a
                      Participant shall be deemed to have accepted and consented
                      to any action taken under the Plan by the Committee, the
                      Board of Directors or their delegates.

               6)     HOLDING PERIOD. In the case of an Award to an Insider: (A)
                      of an equity security, a provision stating (or the effect
                      of which is to require) that such security must be held
                      for at least six (6) months (or such longer period as the
                      Committee in its discretion specifies) from the date of
                      acquisition; or (B) of a derivative security with a fixed
                      exercise price within the meaning of Section 16, a
                      provision stating (or the effect of which is to require)
                      that at least six (6) months (or such longer period as the
                      Committee in its discretion specifies) must elapse from
                      the date of acquisition of the derivative security to the
                      date of disposition of the derivative security (other than
                      upon exercise or conversion) or its underlying equity
                      security.

        b.     Award Agreements may include the following terms:

               1)     REPLACEMENT AND SUBSTITUTION. Any provisions (A)
                      permitting the surrender of outstanding Awards or
                      securities held by the Participant in order to exercise or
                      realize rights under other Awards, or in exchange for the
                      grant of new Awards under similar or different terms or
                      (B) requiring holders of Awards to surrender outstanding
                      Awards as a condition precedent to the grant of new Awards
                      under the Plan.

               2)     OTHER TERMS. Such other terms as the Committee may
                      determine are necessary and appropriate to effect an Award
                      to the Participant, including, but not limited to, the
                      term of the Award, vesting provisions, any requirements
                      for continued employment with the Corporation or a
                      Subsidiary, any other restrictions or conditions
                      (including performance goals) on the Award and the method
                      by which restrictions or conditions lapse, the effect on
                      the Award of a change in control of the Corporation, the
                      price, amount or value of Awards, and the terms, if any,
                      pursuant to which a Participant may elect to defer the
                      receipt of cash or Stock under an Award.
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SECTION 7:  AMENDMENT AND TERMINATION

The Board of Directors may at any time amend, suspend or discontinue the Plan,
in whole or in part. The Committee may at any time alter or amend any or all
Award Agreements under the Plan to the extent permitted by law, but no such
alteration or amendment shall impair the rights of any holder of an Award
without the holder's consent, except to preserve the Plan's qualification as a
safe harbor plan under Section 16. However, no such action may, without approval
of the stockholders of the Corporation, be effective with respect to (A) any
Insider if such approval is required by Section 16, or (B) any Covered Employee
if such approval is required by Code Section 162(m)(4)(C).


SECTION 8:  ADMINISTRATION

        a.     The Plan and all Awards granted pursuant thereto shall be
               administered by a Committee of the Board of Directors, which
               Committee shall consist of not less than three (3) members of
               such Board of Directors and shall be constituted so as to permit
               the Plan to comply with the administration requirements of Rule
               16b-3(c)(2)(i) and (ii) of the Exchange Act and Code Section
               162(m)(4)(C). The members of the Committee shall be designated by
               the Board of Directors. Unless the Board provides otherwise, the
               Committee shall be the Executive Compensation and Bonus Committee
               of the Board of Directors. A majority of the members of the
               Committee shall constitute a quorum. The vote of a majority of a
               quorum shall constitute action by the Committee.


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        b.     The Committee shall have the power to interpret and administer
               the Plan. All questions of interpretation with respect to the
               Plan, the number of shares of Stock or other security or rights
               granted and the terms of any Award Agreements, including the
               timing, pricing, and amounts of Awards, shall be determined by
               the Committee, and its determination shall be final and
               conclusive upon all parties in interest. The Committee's
               determinations under the Plan need not be uniform and may be made
               by it selectively among Employees who receive, or are eligible to
               receive, Awards under the Plan, whether or not such persons are
               similarly situated.

        c.     In the event of any conflict between an Award Agreement and this
               Plan, the terms of this Plan shall govern.

        d.     It is the intent of the Corporation that this Plan and Awards
               hereunder satisfy, and be interpreted in a manner that satisfies,
               (i) in the case of Participants who are or may be Insiders, the
               applicable requirements of Rule 16b-3 of the Exchange Act, so
               that such persons will be entitled to the benefits of Rule 16b-3,
               or other exemptive rules under Section 16, and will not be
               subjected to avoidable liability thereunder; (ii) with respect to
               Non-qualified Stock Options in the case of Participants who are
               or may be Covered Employees, the applicable requirements of Code
               Section 162(m) so that the tax deduction for the Corporation or a
               Subsidiary for remuneration in respect of this Plan for services
               performed by such Covered Employees with respect to such
               Non-qualified Stock Options, is not disallowed in whole or in
               part by the operation of such Code Section, and (iii) with
               respect to Performance Vested Restricted Stock in the case of
               Participants who are or may be Covered Employees, the applicable
               requirements of Code Section 162(m) to the extent designated by
               the Committee at the time of an Award. If any provision of this
               Plan or of any Award would otherwise frustrate or conflict with
               the intent expressed in this Section 8(d), that provision to the
               extent possible shall be interpreted and deemed amended so as to
               avoid such conflict. To the extent of any remaining
               irreconcilable conflict with such intent, such provision shall be
               deemed void as applicable to Insiders and/or Covered Employees,
               as applicable.


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        e.     The Committee may delegate to the officers or employees of the
               Corporation and its Subsidiaries the authority to execute and
               deliver such instruments and documents, to do all such acts and
               things, and to take all such other steps deemed necessary,
               advisable or convenient for the effective administration of the
               Plan in accordance with its terms and purpose, except that the
               Committee may not delegate any discretionary authority with
               respect to substantive decisions or functions regarding the Plan
               or Awards thereunder as these relate to Insiders or Covered
               Employees, including, but not limited to, decisions regarding the
               timing, eligibility, pricing, amount or other material terms of
               such Awards.


SECTION 9:  ADJUSTMENT PROVISIONS

        a.     In the event of any change in the outstanding shares of Stock by
               reason of a stock dividend or split, recapitalization, merger or
               consolidation (whether or not the Corporation is a surviving
               corporation), reorganization, combination or exchange of shares
               or other similar corporate changes or an extraordinary dividend
               payback in cash or property, the number of shares of Stock (or
               other securities) then remaining subject to this Plan, and the
               maximum number of shares that may be issued to any single
               participant pursuant to this Plan, including those that are then
               covered by outstanding Awards, shall (i) in the event of an
               increase in the number of outstanding shares, be proportionately
               increased and the price for each share then covered by an
               outstanding Award shall be proportionately reduced, and (ii) in
               the event of a reduction in the number of outstanding shares, be
               proportionately reduced and the price for each share then covered
               by an outstanding Award shall be proportionately increased.

        b.     The Committee shall make any further adjustments as it deems
               necessary to ensure equitable treatment of any holder of an Award
               as the result of any transaction affecting the securities subject
               to the Plan not described in (a), or as is required or authorized
               under the terms of any applicable Award Agreement.

        c.     The existence of the Plan and the Awards granted hereunder shall
               not affect or restrict in any way the right or power of the Board
               of Directors or the shareholders of the Corporation to make or
               authorize any adjustment, recapitalization, reorganization or
               other capital structure of its business, any merger or
               consolidation of the Corporation, any issue of bonds, debentures,
               preferred or prior preference stock ahead of or affecting the
               Stock or the rights thereof, the dissolution or liquidation of
               the Corporation or any sale or transfer of all or any part of its
               assets or business, or any other corporate act or proceeding.


SECTION 10:  CHANGE OF CONTROL

        a.     In the event of a change in control of the Corporation, in
               addition to any action required or authorized by the terms of an
               Award Agreement, the Committee may, in its sole discretion unless
               otherwise provided in an Award Agreement, take any of the
               following actions as a result, or in anticipation, of any such
               event:

               1)     accelerate time periods for purposes of vesting in, or
                      realizing gain from, any outstanding Award made pursuant
                      to this Plan;
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               2)     offer to purchase any outstanding Award made pursuant to
                      this Plan from the holder for its equivalent cash value,
                      as determined by the Committee, as of the date of the
                      change of control; or

3) make adjustments or modifications to outstanding Awards as the Committee
deems appropriate to maintain and protect the rights and interests of
Participants following such change of control.

               Any such action approved by the Committee shall be conclusive and
               binding on the Corporation and all Participants.

        b. For purposes of this Section, a change of control shall mean the
following:

1)                    A tender offer or exchange offer is made whereby the
                      effect of such offer is to take over and control the
                      affairs of the Corporation, and such offer is consummated
                      for the ownership of securities of the Corporation
                      representing twenty percent (20%) or more of the combined
                      voting power of the Corporation's then outstanding voting
                      securities.

2)                    The Corporation is merged or consolidated with another
                      corporation and, as a result of such merger or
                      consolidation, less than seventy-five percent (75%) of the
                      combined voting power of the surviving or resulting
                      corporation shall then be owned in the aggregate by the
                      former stock holders of the Corporation.

3)                    The Corporation transfers substantially all of its assets
                      to another corporation or entity that is not a wholly
                      owned subsidiary of the Corporation.


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4)                    Any person (as such term is used in Sections 3(a)(9) and
                      13(d)(3) of the Exchange Act) other than a person included
                      within the definition of Rosenberg Shareholder in Section
                      II.6, Stock Not Subject to the Control Share Act, of the
                      Corporation's Bylaws (or any group controlled by or
                      consisting of persons included within the definition of
                      Rosenberg Shareholder) is or becomes the beneficial owner,
                      directly or indirectly, of securities of the Corporation
                      representing twenty percent (20%) or more of the combined
                      voting power of the Corporation's then outstanding
                      securities.

5)                    As the result of a tender offer, merger, consolidation,
                      sale of assets, or contested election, or any combination
                      of such transactions, the persons who were members of the
                      Board of Directors of the Corporation immediately before
                      the transaction, cease to constitute at least a majority
                      thereof.

6)                    As the result of any sale, exchange, business combination,
                      joint venture or other transaction with a third party or
                      any combination of such transactions: (A) the
                      Corporation's refining capacity is reduced to less than
                      80,000 barrels per day, (B) for a period in excess of two
                      years, the refining capacity over which the Corporation
                      will have operational control and market risk is less than
                      80,000 barrels per day, or (C) the Corporation has less
                      than 175 company operated and dealer retail units.


SECTION 11:  UNFUNDED PLAN

The Plan shall be unfunded. No provision of the Plan or any Award Agreement will
require the Corporation or its Subsidiaries, for the purpose of satisfying any
obligations under the Plan, to purchase assets or place any assets in a trust or
other entity to which contributions are made or otherwise to segregate any
assets, nor will the Corporation or its Subsidiaries maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Participants will
have no rights under the Plan other than as unsecured general creditors of the
Corporation and its Subsidiaries, except that insofar as they may have become
entitled to payment of additional compensation by performance of services, they
will have the same rights as other employees under generally applicable law.



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SECTION 12:  LIMITS OF LIABILITY

        a.     Any liability of the Corporation or a Subsidiary to any
               Participant with respect to an Award shall be based solely upon
               contractual obligations created by the Plan and the Award
               Agreement.

        b.     Neither the Corporation nor a Subsidiary, nor any member of the
               Board of Directors or of the Committee, nor any other person
               participating in any determination of any question under the
               Plan, or in the interpretation, administration or application of
               the Plan, shall have any liability to any party for any action
               taken or not taken in good faith under the Plan.


SECTION 13:  RIGHTS OF EMPLOYEES

        a.     Status as an eligible Employee shall not be construed as a
               commitment that any Award will be made under this Plan to such
               eligible Employee or to eligible Employees generally.

        b.     Nothing contained in this Plan or in any Award Agreement (or in
               any other documents related to this Plan or to any Award or Award
               Agreement) shall confer upon any Employee or Participant any
               right to continue in the employ or other service of the
               Corporation or a Subsidiary or constitute any contract or limit
               in any way the right of the Corporation or a Subsidiary to change
               such person's compensation or other benefits or to terminate the
               employment or other service of such person with or without cause.


SECTION 14:  TERM

The Plan shall be adopted by the Board of Directors effective as of January 1,
1994, subject to approval by the Corporation's stockholders. The Committee may
grant Awards prior to stockholder approval, provided, however, that Awards
granted prior to such stockholder approval are automatically canceled if
stockholder approval is not obtained at or prior to the period ending twelve
months after the date the Plan is adopted. Notwithstanding anything to the
contrary herein, no Award may be exercisable prior to the date stockholder
approval is obtained. The Plan shall remain in effect until all Awards under the
Plan have been exercised or terminated under the terms of the Plan and
applicable Award Agreements, provided that Awards under the Plan may only be
granted within ten years from the effective date of the Plan.


SECTION 15:  REQUIREMENTS OF AND GOVERNING LAW

        a.     The Plan, the Award Agreements and all actions taken hereunder or
               thereunder shall be governed by, and construed in accordance
               with, the laws of the state of Maryland without regard to the
               conflict of law principles thereof.

        b.     Notwithstanding anything contained herein or in any Award
               Agreement to the contrary, the Corporation shall not be required
               to sell or issue shares of Stock hereunder if the issuance
               thereof would constitute a violation by the Participant or the
               Corporation of any provisions of any law or regulation of any
               governmental authority or any national

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               securities exchange; and as a condition of any sale or issuance
               the Corporation may require such agreements or undertakings, if
               any, as the Corporation may deem necessary or advisable to assure
               compliance with any such law or regulation.