This Agreement shall be governed by the laws of the State of Delaware, except to the extent federal law applies.  Notwithstanding the foregoing, Sections 7(a) and (b) of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.  Any dispute arising out of this Agreement shall be resolved in either the Circuit Court for the City of Virginia Beach or the United States District Court for the Eastern District of Virginia.  The Employee hereby submits to the jurisdiction of these courts and agrees that venue properly lies in those courts with respect to any action, suit, claim or dispute arising under or with respect to this Agreement.   The parties hereto waive any right they might have to a jury trial.  The provisions of this Agreement are offered by each party as a material inducement to enter into this Agreement.