ex4-3




Exhibit 4.3


BTG, INC.

1995 EMPLOYEE STOCK OPTION PLAN


      
      BTG, INC., a Virginia corporation (the “Corporation”), sets forth herein
the terms of the 1995 Employee Stock Option Plan (the “Plan”) as follows:


1.  
      
 PURPOSE


      
      The Plan is intended to advance the interests of the Corporation by
providing eligible individuals (as designated pursuant to Section 4 hereof) an
opportunity to acquire or increase a proprietary interest in the Corporation,
which thereby will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and its subsidiaries and will encourage
such eligible individuals to remain in the employ of the Corporation or that of
one or more of its subsidiaries. Each stock option granted under the Plan (an
“Option”) is intended to be an “incentive stock option” (“Incentive Stock
Option”) within the meaning of Section 422 of the Internal Revenue Code of
1986, or the corresponding provision of any subsequently enacted tax statute,
as amended from time to time (the “Code”), except (a) to the extent that any
such Option would exceed the limitations set forth in Section 7 hereof and (b)
for Options specifically designated at the time of grant as not being
“incentive stock options.”


2.  
      
ADMINISTRATION



	 	 	          2.1.	     Board



      
      The Plan shall be administered by the board of directors of the
Corporation (the “Board”), which shall have the full power and authority to
take all actions and to make all determinations required or provided for under
the Plan or any Option granted or Option Agreement (as defined in Section 8
hereof) entered into hereunder and all such other actions and determinations
not inconsistent with the specific terms and provisions of the Plan deemed by
the Board to be necessary or appropriate to the administration of the Plan or
any Option granted or Option Agreement entered into hereunder. The
interpretation and construction by the Board of any provision of the Plan or of
any Option granted or Option Agreement entered into hereunder shall be final
and conclusive.



	 	 	          2.2.	     Committee



      
      The Board may from time to time appoint a Stock Option Committee (the
“Committee”) which may, in the discretion of the Board, be the Organization and
Compensation Committee of the Board. The Board, in its sole discretion, may
provide that the role of the Committee shall be limited to making
recommendations to the Board concerning any determinations to be made and
actions to be taken by the Board pursuant to or with respect to the Plan, or
the Board may delegate to the Committee such powers and authorities related to
the administration of the Plan, as set forth in Section 2.1 hereof, as the
Board shall determine, consistent with the Amended and Restated Articles of
Incorporation (the “Articles”) and Amended and Restated Bylaws (the “Bylaws”)
of the Corporation and applicable law. In the event that the Plan or any
Option granted or Option Agreement entered into hereunder provides for any
action to be taken by or determination to be made by the Board, such action may
be taken by or such determination may be made by the Committee if the power and
authority to do so has been delegated to the Committee by the Board as provided
for in this Section 2.2. Unless otherwise expressly determined by the Board,
any such action or determination by the Committee shall be final and
conclusive.


 










	 	 	          2.3.	     No Liability



      
      No member of the Board or of the Committee shall be liable for any action
or determination made, or any failure to take or make an action or
determination, in good faith with respect to the Plan or any Option granted or
Option Agreement entered into hereunder.



	 	 	          2.4.	     Action by the Board




      
      The Board may act under the Plan with respect to any Option granted to or
Option Agreement entered into with an officer or stockholder of the Corporation
who is subject to Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), other than by, or in accordance with the recommendations
of, the Committee, constituted as set forth in Section 2.2 hereof, only if all
of the members of the Board are “disinterested persons” as defined in Rule
16b-3 of the Exchange Act and “outside directors” for purposes of Section
162(m) of the Code.


3.          STOCK



      
      The stock that may be issued pursuant to Options granted under the Plan
shall be shares of Common Stock of the Corporation (the “Stock”), which shares
may be treasury shares or authorized but unissued shares. The number of shares
of Stock that may be issued pursuant to Options granted under the Plan shall
not exceed in the aggregate 1,750,000 shares of Stock, which number of shares
is subject to adjustment as provided in Section 19 hereof. If any Option
expires, terminates or is terminated for any reason prior to exercise in full,
the shares of Stock that were subject to the unexercised portion of such Option
shall be available for future Options granted under the Plan.


4.          ELIGIBILITY



      
      Options may be granted under the Plan to any employee of the Corporation
or any “subsidiary corporation” thereof within the meaning of Section 424(f) of
the Code (a “Subsidiary”) (including any such employee who is an officer or
director of the Corporation or any Subsidiary) as the Board shall determine and
designate from time to time prior to expiration or termination of the Plan. An
individual may hold more than one Option, subject to such restrictions as are
provided herein.


5.          EFFECTIVE DATE AND TERM



	 	 	            5.1.	         Effective Date



      
      The Plan shall become effective as of the date of adoption by the Board,
subject to stockholders’ approval of the Plan within one year of such effective
date by a majority of the votes cast at a duly held meeting of the stockholders
of the Corporation at which a quorum representing a majority of all outstanding
stock is present, either in person or by proxy, and voting on the matter, or by
written consent in accordance with applicable state law and the Articles and
Bylaws of the Corporation and in a manner that satisfies the requirements of
Rule 16b-3(b) of the Exchange Act; provided, however, that upon approval of the
Plan by the stockholders of the Corporation, all Options granted under the Plan
on or after the effective date shall be fully effective as if the stockholders
of the Corporation had approved the Plan on the effective date. If the
stockholders fail to approve the Plan within one year of such effective date,
any Options granted hereunder shall be null, void and of no effect.


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5.2.      Term



      
      The Plan shall terminate on the date 10 years after the effective date.


6.

      
  GRANT OF OPTIONS



      
      Subject to the terms and conditions of the Plan, the Board may, at any
time and from time to time prior to the date of termination of the Plan, grant
to such eligible individuals as the Board may determine (“Optionees”) Options
to purchase such number of shares of the Stock on such terms and conditions as
the Board may determine, including any terms or conditions which may be
necessary to qualify such Options as “incentive stock options” under Section
422 of the Code. Without limiting the foregoing, the Board may at any time,
with the consent of the Optionee, amend the terms of outstanding Options or
issue new Options in exchange for the surrender and cancellation of outstanding
Options. The date on which the Board approves the grant of an Option (or such
later date as is specified by the Board) shall be considered the date on which
such Option is granted. The maximum shares of Stock subject to Options that
can be awarded under the Plan to any executive officer of the Company or a
Subsidiary, or to any other person eligible for a grant under the Plan, is 50%
of the shares of Stock authorized to be issued under the Plan.


7.

      
  LIMITATION ON INCENTIVE STOCK OPTIONS




      
      An Option (other than an Option described in Section 1(b) hereof) shall
constitute an Incentive Stock Option only to the extent that the aggregate fair
market value (determined at the time the Option is granted) of the Stock with
respect to which Incentive Stock Options are exercisable for the first time by
any Optionee during any calendar year (under the Plan and all other plans of
the Optionee’s employer corporation and its parent and subsidiary corporations
within the meaning of Section 422(d) of the Code) does not exceed $100,000.
This limitation shall be applied by taking Options into account in the order in
which such Options were granted.


8.

      
  OPTION AGREEMENTS




      
      All Options granted pursuant to the Plan shall be evidenced by written
agreements (“Option Agreements”) to be executed by the Corporation and the
Optionee, in such form or forms as the Board shall from time to time determine.
Option Agreements covering Options granted from time to time or at the same
time need not contain similar provisions; provided, however, that all such
Option Agreements shall comply with all terms of the Plan.


9.

      
  OPTION PRICE




      
      The purchase price of each share of the Stock subject to an Option (the
“Option Price”) shall be fixed by the Board and stated in each Option
Agreement. In the case of an Option that is intended to constitute an
Incentive Stock Option, the Option Price shall be not less than 100 percent of
the fair market value of a share of the Stock covered by the Option on the date
the Option is granted (as determined in good faith by the Board); provided,
however, that in the event the Optionee would otherwise be ineligible to
receive an Incentive Stock Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to stock ownership of more than 10
percent), the Option Price of an Option which is intended to be an Incentive
Stock Option shall be not less than 110 percent of the fair market value of a
share of the Stock covered by the Option at the time such Option is granted.
In the event that the Stock is listed on an established national or regional
stock exchange, is admitted to quotation on the National Association of
Securities Dealers Automated Quotation System, or is publicly traded in an


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established securities market, in determining the fair market value of the
Stock, the Board shall use the closing price of the Stock on such exchange or
system or in such market (the highest such closing price if there is more than
one such exchange or market) on the date the Option is granted (or, if there is
no such closing price, then the Board shall use the mean between the highest
bid and lowest asked prices or between the high and low prices on such date),
or, if no sale of the Stock has been made on such day, on the next preceding
day on which any such sale shall have been made. In the case of an Option not
intended to constitute an Incentive Stock Option, the Option Price shall
be not less than the book value of the Stock covered by the Option.


10.
     
 TERM AND EXERCISE OF OPTIONS



	 	           10.1.	 	      Term





      
      Each Option granted under the Plan shall terminate and all rights to
purchase shares thereunder shall cease upon the expiration of 10 years from the
date such Option is granted, or on such date prior thereto as may be fixed by
the Board and stated in the Option Agreement relating to such Option; provided,
however, that in the event the Optionee would otherwise be ineligible to
receive an Incentive Stock Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to stock ownership of more than 10
percent), an Option granted to such Optionee which is intended to be an
Incentive Stock Option shall in no event be exercisable after the expiration of
five years from the date it is granted.



	 	 	           10.2.	        Exercise by Optionee



      
      Only the Optionee receiving an Option (or, in the event of the Optionee’s
legal incapacity or incompetency, the Optionee’s guardian or legal
representative, and in the case of the Optionee’s death, the Optionee’s estate)
may exercise the Option.



	 	 	          10.3.	        Option Period and Limitations on Exercise



      
      Each Option granted under the Plan shall be exercisable in whole or in
part at any time and from time to time over a period commencing on or after the
date of grant of the Option and ending upon the expiration or termination of
the Option, as the Board shall determine and set forth in the Option Agreement
relating to such Option. Without limitation of the foregoing, the Board,
subject to the terms and conditions of the Plan, may in its sole discretion
provide that an Option may not be exercised in whole or in part for any period
or periods of time during which such Option is outstanding as the Board shall
determine and set forth in the Option Agreement relating to such Option. Any
such limitation on the exercise of an Option contained in any Option Agreement
may be rescinded, modified or waived by the Board, in its sole discretion, at
any time and from time to time after the date of grant of such Option, so as to
accelerate the time at which the Option may be exercised. Notwithstanding any
other provisions of the Plan, no Option shall be exercisable in whole or in
part prior to the date the Plan is approved by the stockholders of the
Corporation as provided in Section 5.1 hereof.



	 	 	           10.4.	            Method of Exercise




      
      An Option that is exercisable hereunder may be exercised by delivery to
the Corporation on any business day, at its principal office addressed to the
attention of the Board, of written notice of exercise, which notice shall
specify the number of shares for which the Option is being exercised, and shall
be accompanied by payment in full of the Option Price of the shares for which
the Option is being exercised. Payment of the Option Price for the shares of
Stock purchased pursuant to the exercise of an Option shall be made, as
determined by the Board and set forth in the Option Agreement pertaining to an

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Option, (a) in cash or by certified check payable to the order of the
Corporation; (b) through the tender to the Corporation of shares of Stock,
which shares shall be valued, for purposes of determining the extent to which
the Option Price has been paid thereby, at their fair market value (determined
in the manner described in Section 9 hereof ) (“Fair Market Value”) on the date
of exercise; (c) by authorizing the Company to withhold whole shares then
issuable upon exercise of the Option (with any such shares valued at their Fair
Market Value) or (d) by a combination of the methods described in Sections
10.4(a), 10.4(b) and 10.4(c) hereof; provided, however, that the Board may in
its discretion impose and set forth in the Option Agreement pertaining to an
Option such limitations or prohibitions on the use of shares of
Stock to exercise Options as it deems appropriate. Payment in full of the
Option Price need not accompany the written notice of exercise provided the
notice directs that the Stock certificate or certificates for the shares for
which the Option is exercised be delivered to a licensed broker acceptable to
the Corporation as the agent for the individual exercising the Option and, at
the time such Stock certificate or certificates are delivered, the broker
tenders to the Corporation cash (or cash equivalents acceptable to the
Corporation) equal to the Option Price. An attempt to exercise any Option
granted hereunder other than as set forth above shall be invalid and of no
force and effect. Promptly after the exercise of an Option and the payment in
full of the Option Price of the shares of Stock covered thereby, the individual
exercising the Option shall be entitled to the issuance of a Stock certificate
or certificates evidencing such individual’s ownership of such shares. A
separate Stock certificate or certificates shall be issued for any shares
purchased pursuant to the exercise of an Option which is an Incentive Stock
Option, which certificate or certificates shall not include any shares which
were purchased pursuant to the exercise of an Option which is not an Incentive
Stock Option. An individual holding or exercising an Option shall have none of
the rights of a stockholder until the shares of Stock covered thereby are fully
paid and issued to such individual and, except as provided in Section 19
hereof, no adjustment shall be made for dividends or other rights for which the
record date is prior to the date of such issuance.


11.        TRANSFERABILITY OF OPTIONS


      
      No Option shall be assignable or transferable by the Optionee to whom it
is granted, other than by will or the laws of descent and distribution.


12.        TRANSFERABILITY OF STOCK



	 	 	           12.1.	     Offer to the Corporation



      
      In the Board’s sole discretion, the Board may provide in an Option
Agreement that an Optionee (or any other person who is entitled to exercise an
Option pursuant to the terms of the Plan) (the “Transferor”) shall not sell,
pledge, assign, give, transfer or otherwise dispose of any Stock acquired
pursuant to an Option without first offering such Stock to the Corporation for
purchase on the same terms and conditions as those offered to the proposed
transferee. The Corporation may assign its right of first refusal, in whole or
in part, to (a) any stockholder of the Corporation (a “Stockholder”), (b) any
employee benefit plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended) maintained by the
Corporation for the benefit of employees of the Corporation (a “Benefit Plan”)
or (c) any corporation or other trade or business that is controlled by or
under common control with the Corporation (determined in accordance with the
principles of Sections 414(b) and 414(c) of the Code and the regulations
thereunder) (an “Affiliate”). The Corporation shall give reasonable written
notice to the Transferor of any such assignment of its rights.



	 	 	           12.2.	     Repurchase Rights



      
      In the Board’s sole discretion, the Board may provide in an Option
Agreement that upon the termination of employment with the Corporation of an
employee who has been granted one or more


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Option(s) hereunder, the Corporation
shall have the right, for a period of six months following such termination, to
repurchase any or all of the shares of Stock acquired by the employee pursuant
to such Option(s), at a price equal to the fair market value of such shares on
the date of termination (or at such lower price as shall have been specified by
the Board and set forth in the applicable Option Agreement(s)). In the event
that the Corporation determines that it cannot or will not exercise its right
to purchase Stock pursuant to this Section 12.2, in whole or in part, the
Corporation may assign its rights hereunder, in whole or in part, to a
Stockholder, a Benefit Plan or an Affiliate. The Corporation shall give
reasonable written notice to the employee of any assignment of its rights.
“Fair market value,” for purposes of this Section 12.2, shall be determined by
the Board in the same manner specified for determining the Option Price
pursuant to Section 9 hereof.



	 	 	          12.3.	     Publicly Traded Stock



      
      The restrictions of this Section 12 shall terminate as of the first day
that the Stock is listed on an established national or regional stock exchange
or is admitted to quotation on the National Association of Securities Dealers
Automated Quotation System, or is publicly traded in an established securities
market.



	 	 	          12.4.	     Installment Payments




      
      In the case of any purchase of Stock under this Section 12, at the option
of the Corporation or its permitted assignee, the Corporation or its permitted
assignee may pay the Optionee or other registered owner of the Stock the
purchase price in two or fewer annual installments. Interest shall be credited
on the installments at the applicable federal rate (as determined for purposes
of Section 1274 of the Code) in effect on the date on which the purchase is
made. The Corporation or its permitted assignee shall pay at least one-half of
the total purchase price each year, plus interest on the unpaid balance, with
the first payment being made on or before the 60th day after the purchase.



	 	 	          12.5.	     Legend Describing Restrictions and Obligations




      
      In order to enforce the restrictions on transferability imposed upon
shares of Stock under the Plan or as provided in the Option Agreement, the
Board shall cause a legend or legends to be placed prominently on certificates
representing Stock issued pursuant to the Plan that complies with the
applicable securities laws and regulations and makes appropriate references to
the restrictions imposed under the Plan.


13.        TERMINATION OF EMPLOYMENT



      
      Upon the termination of the employment of an Optionee with the Corporation
or a Subsidiary, other than by reason of the death or “permanent and total
disability” (within the meaning of Section 22(e) (3) of the Code) of such
Optionee, any Option granted to an Optionee pursuant to the Plan shall continue
to be exercisable only to the extent that it was exercisable immediately before
such termination; provided, however, such Option shall terminate three months
after the date of such termination of employment, unless earlier terminated
pursuant to Section 10.1 hereof, and such Optionee shall have no further right
to purchase shares of Stock pursuant to such Option; and provided further, that
the Board may provide, by inclusion of appropriate language in any Option
Agreement, that an Optionee may (subject to the general limitations on exercise
set forth in Section 10.3 hereof), in the event of termination of employment of
the Optionee with the Corporation or a Subsidiary, exercise an Option, in whole
or in part, at any time subsequent to such termination of employment and prior
to termination of the Option pursuant to Section 10.2 hereof, either subject to
or without regard to any installment limitation on exercise imposed pursuant to
Section 10.3 hereof, as the Board, in its sole and absolute discretion, shall

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determine and set forth in the Option Agreement. Whether a leave of absence or
leave on military or government service shall constitute a termination of
employment for purposes of the Plan shall be determined by the Board, which
determination shall be final and conclusive. For purposes of the Plan, a
termination of employment with the Corporation or a Subsidiary shall not be
deemed to occur if the Optionee is immediately thereafter employed with the
Corporation or any other Subsidiary.


14.        RIGHTS IN THE EVENT OF DEATH OR DISABILITY



	 	 	             14.1.   	       Death



      
      If an Optionee dies while employed by the Corporation or a Subsidiary or
within the period following the termination of employment during which the
Option is exercisable under Section 13 or 14.2
hereof, the executors, administrators, legatees or distributees of such
Optionee’s estate shall have the right (subject to the general limitations on
exercise set forth in Section 10.3 hereof), at any time within one year after
the date of such Optionee’s death and prior to termination of the Option
pursuant to Section 10.1 hereof, to exercise any Option held by such Optionee
at the date of such Optionee’s death, to the extent such Option was exercisable
immediately prior to such Optionee’s death; provided, however, that the Board
may provide by inclusion of appropriate language in any Option Agreement that,
in the event of the death of an Optionee, the executors, administrators,
legatees or distributees of such Optionee’s estate may exercise an Option
(subject to the general limitations on exercise set forth in Section 10.3
hereof), in whole or in part, at any time subsequent to such Optionee’s death
and prior to termination of the Option pursuant to Section 10.1 hereof, either
subject to or without regard to any installment limitation on exercise imposed
pursuant to Section 10.3 hereof, as the Board, in its sole and absolute
discretion, shall determine and set forth in the Option Agreement.



	 	 	           14.2.	       Disability




      
      If an Optionee terminates employment with the Corporation or a Subsidiary
by reason of the “permanent and total disability” (within the meaning of
Section 22(e) (3) of the Code) of such Optionee, then such Optionee shall have
the right (subject to the general limitations on exercise set forth in Section
10.3 hereof), at any time within one year after such termination of employment
and prior to termination of the Option pursuant to Section 10.1 hereof, to
exercise, in whole or in part, any Option held by such Optionee at the date of
such termination of employment, to the extent such Option was exercisable
immediately prior to such termination of employment; provided, however, that
the Board may provide, by inclusion of appropriate language in any Option
Agreement, that an Optionee may (subject to the general limitations on exercise
set forth in Section 10.3 hereof), in the event of the termination of
employment of the Optionee with the Corporation or a Subsidiary by reason of
the “permanent and total disability” (within the meaning of Section 22(e)(3) of
the Code) of such Optionee, exercise an Option, in whole or in part, at any
time subsequent to such termination of employment and prior to termination of
the Option pursuant to Section 10.1 hereof, either subject to or without regard
to any installment limitation on exercise imposed pursuant to Section 10.3
hereof, as the Board, in its sole and absolute discretion, shall determine and
set forth in the Option Agreement. Whether a termination of employment is to
be considered by reason of “permanent and total disability” for purposes of the
Plan shall be determined by the Board, which determination shall be final and
conclusive.


15.        USE OF PROCEEDS


      
      The proceeds received by the Corporation from the sale of Stock pursuant
to Options granted under the Plan shall constitute general funds of the
Corporation.

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16.        SECURITIES LAWS


      
      The Corporation shall not be required to sell or issue any shares of Stock
under any Option if the sale or issuance of such shares would constitute a
violation by the individual exercising the Option or by the Corporation of any
provisions of any law or regulation of any governmental authority, including,
without limitation, any federal or state securities laws or regulations. If at
any time the Corporation shall determine, in its discretion, that the listing,
registration or qualification of any shares subject to the Option upon any
securities exchange or under any state or federal law, or the consent of any
government regulatory body, is necessary or desirable as a condition of, or in
connection with, the issuance or purchase of shares, the Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Corporation, and any delay caused thereby shall in no way
affect the date of termination of the Option. Specifically in connection with
the Securities Act of 1933, as amended (the “Securities Act”), upon exercise of
any Option, unless a registration statement under the Securities Act is in
effect with respect to the shares of Stock covered by such Option, the
Corporation shall not be required
to sell or issue such shares unless the Corporation has received evidence
satisfactory to the Corporation that the Optionee may acquire such shares
pursuant to an exemption from registration under the Securities Act. Any
determination in this connection by the Corporation shall be final and
conclusive. The Corporation may, but shall in no event be obligated to,
register any securities covered hereby pursuant to the Securities Act. The
Corporation shall not be obligated to take any affirmative action in order to
cause the exercise of an Option or the issuance of shares pursuant thereto to
comply with any law or regulation of any governmental authority. As to any
jurisdiction that expressly imposes the requirement that an Option shall not be
exercisable unless and until the shares of Stock covered by such Option are
registered or are subject to an available exemption from registration, the
exercise of such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.


17.       
EXCHANGE ACT: RULE 16b-3



	 	 	           17.1.	       General



      
      The Plan is intended to comply with Rule 16b-3 (“Rule 16b-3”) under the
Exchange Act from and after the date on which the Corporation first registers a
class of equity securities under Section 12 of the Exchange Act (the
“Registration Date”). From and after the Registration Date, any provision
inconsistent with Rule 16b-3 (as in effect on the Registration Date) shall, to
the extent permitted by law and determined to be advisable by the Committee
(constituted in accordance with Section 17.2 hereof) or the Board (acting
pursuant to Section 17.3 hereof), be inoperative and void. In addition, from
and after the Registration Date, the provisions set forth in Sections 17.2
through 17.5 shall apply.


             17.2.     Stock Option Committee


      
      From and after the Registration Date, the Committee appointed pursuant to
Section 2.2 hereof shall consist of not fewer than two members of the Board,
neither of whom, during the period of service on such Committee and the year
prior to service on such Committee, shall have been granted an Option under the
Plan or been granted or awarded an option or other security under any plan of
the Corporation other than as permitted under Rule 16b-3(c)(2)(i) and each of
whom shall qualify (at the time of appointment to the Committee and during all
periods of service on the Committee) in all respects as a “disinterested
person” as defined in Rule 16b-3.


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	 	 	           17.3.	    Action by the Board




      
      From and after the Registration Date, the Board may act under the Plan
other than by, or in accordance with the recommendations of, the Committee,
constituted as set forth in Section 17.2 hereof, only if all members of the
Board are “disinterested persons” as defined in Rule 16b-3.



	 	 	           17.4.	    Additional Restriction on Transfer of Stock




      
      From and after the Registration Date, no director, officer or other
“insider” of the Corporation subject to Section 16 of the Exchange Act shall be
permitted to sell Stock (which such “insider” had received upon exercise of an
Option) during the six months immediately following the grant of such Option.



	 	 	             17.5.	     Additional Requirement of Stockholders’ Approval



      
      From and after the Registration Date, no amendment by the Board shall,
without approval by a majority of the votes cast at a duly held meeting of the
stockholders of the Corporation at which a quorum representing a majority of
all outstanding stock is present, either in person or by proxy, and voting
on the amendment, or by written consent in accordance with applicable
state law and the Certificate of Incorporation and Bylaws of the Corporation,
materially increase the benefits accruing to Section 16 “insiders” under the
Plan or take any other action that would require the approval of such
stockholders pursuant to Rule 16b-3.


18.        AMENDMENT AND TERMINATION


      
      The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Options have not been
granted; provided, however, that no amendment by the Board shall, without
approval by a majority of the votes cast at a duly held meeting of the
stockholders of the Corporation at which a quorum representing a majority of
all outstanding stock is present, either in person or by proxy, and voting on
the amendment, or by written consent in accordance with applicable state law
and the Articles and Bylaws of the Corporation, materially change the
requirements as to eligibility to receive Options or increase the maximum
number of shares of Stock in the aggregate that may be sold pursuant to Options
granted under the Plan (except as permitted under Section 19 hereof). The
Corporation also may retain the right in an Option Agreement to cause a
forfeiture of the shares or gain realized by an Optionee on account of the
Optionee taking actions in “competition with the Corporation,” as defined in
the applicable Option Agreement. Furthermore, the Corporation may, in the
Option Agreement, retain the right to annul the grant of an Option if the
holder of such grant was an employee of the Corporation or a Subsidiary and is
terminated “for cause,” as defined in the applicable Option Agreement. Except
as permitted under Section 19 hereof, no amendment, suspension or termination
of the Plan shall, without the consent of the Optionee, alter or impair rights
or obligations under any Option theretofore granted under the Plan.


19.         EFFECT OF CHANGES IN CAPITALIZATION



	 	 	           19.1	      Changes in Stock




      
      If the number of outstanding shares of Stock is increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock, or other
increase or decrease in such shares effected without

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receipt of consideration
by the Corporation, occurring after the effective date of the Plan, a
proportionate and appropriate adjustment shall be made by the Corporation in
the number and kind of shares for which Options are outstanding, so that the
proportionate interest of the Optionee immediately following such event shall,
to the extent practicable, be the same as immediately prior to such event. Any
such adjustment in outstanding Options shall not change the aggregate Option
Price payable with respect to shares subject to the unexercised portion of the
Option outstanding but shall include a corresponding proportionate adjustment
in the Option Price per share.



	 	 	           19.2.	       Reorganization With Corporation Surviving




      
      Subject to Section 19.3 hereof, if the Corporation shall be the surviving
corporation in any reorganization, merger or consolidation of the Corporation
with one or more other corporations, any Option theretofore granted pursuant to
the Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Stock subject to such Option would have been entitled
immediately following such reorganization, merger or consolidation, with a
corresponding proportionate adjustment of the Option Price per share so that
the aggregate Option Price thereafter shall be the same as the aggregate Option
Price of the shares remaining subject to the Option immediately prior to such
reorganization, merger or consolidation.



	 	 	           19.3.	       Other Reorganizations; Sale of Assets or Stock



      
      Upon the dissolution or liquidation of the Corporation, or upon a merger,
consolidation or reorganization of the Corporation with one or more other
corporations in which the Corporation is not the surviving corporation, or upon
a sale of substantially all of the assets of the Corporation to another
corporation, or upon any transaction (including, without limitation, a merger
or reorganization in which the Corporation is the surviving corporation)
approved by the Board that results in any person or entity (other than persons
who are holders of stock of the Corporation at the time the Plan is approved by
the Stockholders and other than an Affiliate) owning 80 percent or more of the
combined voting power of all classes of stock of the Corporation, the Plan and
all Options outstanding hereunder shall terminate, except to the extent
provision is made in connection with such transaction for the continuation of
the Plan and/or the assumption of the Options theretofore granted, or for the
substitution for such Options of new options covering the stock of a successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kinds of shares and exercise prices, in which event the Plan
and Options theretofore granted shall continue in the manner and under the
terms so provided. In the event of any such termination of the Plan, each
Optionee shall have the right (subject to the general limitations on exercise
set forth in Section 10.3 hereof and except as otherwise specifically provided
in the Option Agreement relating to such Option), immediately prior to the
occurrence of such termination and during such period occurring prior to such
termination as the Board in its sole discretion shall designate, to exercise
such Option in whole or in part, whether or not such Option was otherwise
exercisable at the time such termination occurs, but subject to any additional
limitations that the Board may, in its sole discretion, include in any Option
Agreement. The Board shall send written notice of an event that will result in
such a termination to all Optionees not later than the time at which the
Corporation gives notice thereof to its stockholders.



	 	            19.4.	 	      Adjustments




      
      Adjustments under this Section 19 relating to stock or securities of the
Corporation shall be made by the Board, whose determination in that respect
shall be final and conclusive. No fractional shares of Stock or units of other
securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.

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	 	            19.5.	 	      No Limitations on Corporation



      
      The grant of an Option pursuant to the Plan shall not affect or limit in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.


20.        WITHHOLDING


      
      The Corporation shall have the right to withhold, or require an Optionee
to remit to the Corporation, an amount sufficient to satisfy any applicable
federal, state or local withholding tax requirements imposed with respect to
exercise of Options. To the extent permissible under applicable tax,
securities and other laws, the Optionee may satisfy a tax withholding
requirement by directing the Corporation to apply shares of Stock to which the
Optionee is entitled as a result of the exercise of an Option to satisfy
withholding requirements under this Section 20.


21.        DISCLAIMER OF RIGHTS


      
      No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of
the Corporation or any Subsidiary, or to interfere in any way with the
right and authority of the Corporation or any Subsidiary either to increase or
decrease the compensation of any individual at any time, or to terminate any
employment or other relationship between any individual and the Corporation or
any Subsidiary. The obligation of the Corporation to pay any benefits pursuant
to the Plan shall be interpreted as a contractual obligation to pay only those
amounts described herein, in the manner and under the conditions prescribed
herein. The Plan shall in no way be interpreted to require the Corporation to
transfer any amounts to a third party trustee or otherwise hold any amounts in
trust or escrow for payment to any participant or beneficiary under the terms
of the Plan.


22.        NONEXCLUSIVITY


      
      Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a
particular individual or individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.


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      The Plan was duly adopted and approved by the Board on October 17, 1994
and was duly approved by the stockholders of the Corporation on November 23,
1994.




	 	 
	 	/S/ Marilynn D. Bersoff
	 	


	 	
Marilynn D. Bersoff

Secretary





The Plan was amended by unanimous consent of the Board of Directors of BTG,
Inc. on the 26th of June, 1996 increasing the number of shares authorized to be
issued pursuant to options granted under the Plan from 250,000 to 750,000. The
amendment to the Plan was duly approved by the shareholders of BTG, Inc. on the
14th of August, 1996



	 	 
	 	/S/ Marilynn D. Bersoff
	 	


	 	
Marilynn D. Bersoff

Secretary of BTG, Inc.




The Plan was amended by unanimous consent of the Board of Directors of BTG,
Inc. on the 15th of July, 1997 increasing the number of shares authorized to be
issued pursuant to options granted under the Plan from 750,000 to 1,250,000.
The amendment to the Plan was duly approved by the shareholders of BTG, Inc. on
the 17th of September, 1997.





	 	 
	 	/S/ Marilynn D. Bersoff
	 	


	 	
Marilynn D. Bersoff

Secretary of BTG, Inc.





The Plan was amended by unanimous consent of the Board of Directors of BTG,
Inc. on the 17th of January, 2000 increasing the number of shares authorized to
be issued pursuant to options granted under the Plan from 1,250,000 to
1,750,000. The amendment to the Plan was duly approved by the shareholders of
BTG, Inc. on the 6th of September, 2000.




	 	 
	 	/S/ Marilynn D. Bersoff
	 	


	 	
Marilynn D. Bersoff

Secretary of BTG, Inc.





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