Exhibit 10(c)


(FORM OF GRANT LETTER)


THE DEWEY ELECTRONICS CORPORATION

27 Muller Road
Oakland, New Jersey 07436

INCENTIVE STOCK OPTION



[Date]

[Name/address]



Dear

The Stock Option Committee (the Committee), in accordance with
provisions of the 1998 Stock Option Plan (the Plan) of The Dewey
Electronics Corporation (the Corporation), has granted you an
option (Stock Option) to purchase ____ shares of the
Corporations Common Stock.  The date on which such options were
granted was ______________.  Your stock option is intended
to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Internal Revenue Code (Incentive Stock
Options), as amended, and is subject to the terms and
conditions of the Plan and this letter.

1.  Option Price

The price at which you may purchase the shares of Common Stock
covered by the Stock Option is $______ per share.  (The fair
market value of the Common Stock, as determined by the Committee,
at the time of the granting of the option.)

2.  Period of Option

Your Stock Option shall expire on [10 years from date of grant],
subject to paragraph 6 of this letter. [5 years from date of
grant] for 10% owners.

3.  Exercise of Option and Payment for Shares

(a)  You must remain in the employ of the corporation or a
subsidiary corporation for one year from the date the option
was granted before you can exercise any part of this Stock
Option.  Thereafter, this Stock Option will be
exercisable, subject to all other conditions of the Plan.

(b)  Subject to the foregoing and to paragraph 6 of this letter,
you may purchase the shares of Common Stock covered by your Stock
Option at any time on or before the expiration date.  Such exercise
may be effected only by giving written notice of the exercise
of the Stock Option and the number of shares of Common Stock
desired to be purchased to the Corporation at its address set
forth above, Attention:  President.  Such notice must be delivered,
or, if mailed, postmarked on or before the date on which the right
to exercise the Stock Option expires, and must be accompanied
by cash (including check, bank draft, money order or wire transfer
to the order of the Corporation) for payment in full of
the option price of the shares purchased.  The date of exercise
shall be the date that notice of exercise is delivered, if by
hand, or the date notice of exercise is postmarked, if mailed.

4.  Status as Stockholder

Prior to your purchase of shares, you shall, as a holder of a
Stock Option, have none of the rights of a stockholder of
the Corporation.

5.  Non-Transferability

During your lifetime, your Stock Option shall be exercised
only by you and shall not be transferable except for exercise
as provided in paragraph (6)(c) of this letter.

6.  Termination of Employment

(a)  If your employment terminates upon retirement at age 65 or
for any reason beyond your control other than your death, you
may exercise your Stock Option only within three months after the
date of termination of employment, but in no event after the
expiration date of the option, and only as to shares which
you were entitled to purchase pursuant to paragraph 3 of this
letter at the date of such termination.

(b)  If your employment terminates for reasons within your
control, including, without limitation, cause and voluntary
resignation, your Stock Option shall be terminated as of the
date you resign or receive notice of termination.  The Committee
shall have absolute discretion to determine the date
when notice of such termination was given and whether or
not such termination was for cause, and its decision shall
be conclusive and binding upon you.

(c)  In the event of your death, your Stock Option may be
exercised by your legal representatives within twelve (12)
months following the date of death, but in no event after
the expiration date of the option, and only as to shares
which you were entitled to purchase pursuant to paragraph
3 of this letter at the time of your death.

7.  Adjustment in Certain Events

Pursuant to paragraph 12 of the Plan, the number or kind of
shares covered by your Stock Option, the option price per
share, and the exercisability of your Stock Option may be
adjusted if certain events occur.  You will be notified
in the event of any such changes.

8.  No Guarantee of Employment

The grant of this Stock Option shall not constitute an
assurance of continued employment for any period.

9.  Administration

The Plan authorizes the Committee to interpret the Plan and to
act upon all matters relating to the granting of options under
the Plan.  Any determination, interpretation, construction or
other action made or taken pursuant to the provisions of the
Plan by the Committee shall be final, binding and conclusive.

10. Restrictions on Option Exercise and Resale of Shares

(a)  As a condition to the exercise of your Stock Option you
will be required to agree to notify the Corporation of any
disposition of the shares acquired upon exercise which occurs
within two years of the date of exercise.

(b)  Even though your Stock Option is otherwise exercisable,
your right to exercise the Option will be suspended if the
Committee or the Corporation determines, upon advice of
counsel, that your exercise of the Stock Option would violate
applicable laws or regulations.  The suspension will last
until the exercise would be lawful.  Any such suspension
will not extend the term of your Stock Option or the period
during which it may be exercised.  The Corporation has no
obligation to register its Common Stock under federal or
state securities laws.

(c)  The shares of Common Stock you will receive upon exercise
of your Stock Option have not been registered under federal
or state securities laws and accordingly you will be unable
to sell such Common Stock unless the sale is registered under
the Securities Act of 1933 or an exemption from registration
is available.  As a result, you will generally need to comply
with Rule 144 under the Securities Act when selling shares
acquired upon exercise of your Stock Option.  In general,
Rule 144 contains holding period, manner of sale
and other restrictions on sale of shares.

Sincerely,

THE DEWEY ELECTRONICS CORPORATION


BY_______________________________