EXHIBIT 10.1
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                               SUTRON CORPORATION
                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN

         1.     Purpose. The Plan is intended to promote the interests of the
Company by providing a method whereby officers and key employees who have
provided and are expected in the future to provide valuable services to the
Company may be given the opportunity to acquire an ownership interest in the
Company and benefit from increases in the value of the Stock.

         The purpose of the Plan is to set forth terms and conditions applicable
to the Options granted hereunder and to the shares of Stock issuable upon
exercise of such Options.

         Options granted pursuant to the Plan shall be Non-Qualified Stock
Options. The proceeds received by the Company from the sale of Stock pursuant to
exercise of the Options shall be used for general corporate purposes.

         2.     Definitions. In addition to terms defined elsewhere in the Plan,
the following terms are defined as set forth below:

                2.1     "Board" means the Board of Directors of the Company.

                2.2     "Change of Control" means a transaction or event in
which, after the effective date of the Plan, (a) the Company shall merge or
consolidate with any other corporation and shall not be the surviving
corporation; (b) the Company shall transfer all or substantially all of its
assets to another person; or (c) any person shall have become the beneficial
owner of more than fifty percent (50%) of the voting power of the Company's
outstanding voting securities.

                2.3     "Code" means the Internal Revenue Code of 1986, as
amended from time to time. References to any provision of the Code include
regulations promulgated thereunder and successor provisions and regulations
thereto.

                2.4     "Company" means Sutron Corporation, a Virginia
corporation.

                2.5     "Date of Grant" means, with respect to any Option, the
date on which an Option was granted as specified in the corresponding Option
Agreement.

                2.6     "Disability" shall mean the inability of an individual
to fulfill his or her responsibilities to the Company by reason of any medically
determinable physical or mental impairment and shall be determined by the Board
on the basis of such medical evidence as the Board deems warranted under the
circumstances.

                2.7     "Exchange Act" means the Securities Exchange Act of
1934, as amended.


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References to any provision of the Exchange Act include rules promulgated
thereunder and successor provisions and rules thereto.

                2.8     "Exercise Price" means, for each share of Stock subject
to an Option, the Fair Market Value, determined as of the date of grant of such
Option.

                2.9     "Fair Market Value" of the Stock means, as of any given
date, the closing sales price of a share of Stock reported on the NASDAQ
over-the-counter market for such date or, if no such closing price was reported
for such date, for the most recent trading day prior to such date for which such
closing price was reported.

                2.10    "Non-Qualified Stock Option" means a stock option that
is not intended to meet the requirements of Section 422 of the Code.

                2.11    "Option" means the right granted under this Plan to
purchase a specified number of shares of Stock, at the specified exercise price
and for a specified period of time under the Plan. All Options will be
Non-qualified Stock Options.

                2.12    "Option Agreement" means a written agreement between the
Company and an Optionee evidencing the terms and conditions of the grant of an
Option. Each Option Agreement shall be subject to the terms and conditions of
the Plan.

                2.13    "Optionee" means the officer or key employee of the
Company who is granted an Option under the Plan.

                2.14    "Plan" means this Sutron Corporation 1996 Stock Option
Plan.

                2.15    "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act or any successor to such rule.

                2.16    "Stock" means the Common Stock, $0.01 par value per
share, of the Company.

         3.     Shares Available under the Plan.

                3.1     Maximum Shares Available. The Stock issuable pursuant to
the exercise of Options granted under the Plan shall consist of shares of the
Company's authorized but unissued or reacquired Stock. The maximum number of
Shares which may be issued over the term of the Plan shall be two hundred sixty
thousand (260,000), subject to adjustment from time to time in accordance with
the provisions of Section 3.2 hereof. Shares subject to outstanding Options
shall be available for subsequent issuance under the Plan to the extent that
such Options expire or terminate for any reason prior to their exercise in full.

                3.2     Adjustments Upon Certain Events. In the event that any
change is made to

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the Stock issuable under the Plan by reason of stock split, stock dividend,
recapitalization, combination of shares, exchange of shares, repurchase, merger,
consolidation, spin-off or other change affecting the outstanding Stock as a
class, the Board shall make appropriate adjustments to the maximum number of
shares and/or class of shares, and the number of shares and/or class of shares
and the exercise price per share in effect under each outstanding Option, in
order to prevent the dilution or enlargement of benefits thereunder. Any
adjustments made by the Board pursuant to this Section 3.2 shall be final,
binding and conclusive. Neither the existence nor the terms of this Plan, nor
the grant of any Options hereunder, shall affect the right or power of the
Company to make any adjustments, reorganizations, reclassifications or other
changes to its capital structure or to merge, consolidate, dissolve, liquidate,
sell or transfer any or all of its assets or otherwise change its business
structure.

                Except as expressly provided above, the issuance by the Company
of shares of stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights, warrants or options to
subscribe therefor, or upon conversions of shares or obligations of the Company
convertible into such shares or other securities, shall not affect the number,
class or exercise price of shares of Stock then subject to an Option, and no
adjustment shall be made by reason thereof.

         4.     Administration of the Plan. The Plan shall be administered by
the Board. All actions taken by the Board shall be taken by a majority of its
members. The Board shall have the full power and authority, subject to the
specific provisions of the Plan, to establish such rules and regulations as it
may deem appropriate for proper administration of the Plan, and to make such
determinations under, and issue such interpretations of, the Plan as it may deem
necessary or advisable. Decisions of the Board shall be final and binding on all
parties who have an interest in the Plan or any outstanding Option. Any action
may be taken by a written instrument signed by a majority of the members of the
Board.

                The Board may designate any officer of the Company to assist it
in the administration of the Plan and may grant authority to any such officer to
execute agreements or other documents and otherwise take action on behalf of the
Board. The Board may employ legal counsel and other professional advisors as it
may deem desirable for the administration of the Plan and may rely on any
opinion received from such counsel or advisors.

         5.     Eligibility. Officers, directors and key employee of the
Company, as selected by the Board, are eligible to participate in the Plan.

         6.     Options.

                6.1     Grants of Options. The Board, in its sole discretion,
will designate each individual to whom an Option is to be granted and will
specify the number of shares covered by such Option. In making such awards, the
Board may consider, among other factors, the recommendations of the Company's
President and Chief Executive Officer.

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                6.2     Option Exercise Price. The exercise price per share for
Stock that may be purchased upon the exercise of an Option shall be determined
by the Board on the date of grant of such Option and shall be equal to Fair
Market Value on the date of grant of the Option.

                6.3     Option Exercise Period. The period in which an Option
may be exercised shall be determined by the Board on the date of grant of the
Option, except that no Option shall be exercisable after the expiration of ten
(10) years from the date of grant of the Option. In the event of (a) the
termination of the Optionee's employment with the Company for reasons other than
a Disability; (b) the termination of the Optionee's employment with the Company
due to a Disability; or (c) the death of the Optionee, the provisions of Section
7 hereof will govern the Option Exercise Period.

                6.4     Vesting of Option. The Board, in its sole discretion,
will designate the vesting schedule of each individual Option that is to be
granted; provided, however, that an Option will become immediately exercisable
in full at the time of a Change of Control of the Company.

                6.5     Restrictions on Transfer of Option. Any Option granted
under the Plan shall be exercisable during the Optionee's lifetime only by the
Optionee and shall not be assignable or transferable other than by will or by
the laws of descent and distribution following the Optionee's death.

                6.6     Manner of Exercise. Subject to the provisions of the
Plan and the applicable Option Agreement, an Option may be exercised in whole at
any time and in part from time to time at such times and upon such other terms
and conditions as the Board shall determine. A partial exercise of an Option
shall not affect the right to exercise the Option from time to time in
accordance with the Plan and the applicable Option Agreement with respect to the
remaining shares of Stock subject to the Option. In order to exercise an Option,
an Optionee must give notice of exercise to the Secretary of the Company,
specifying the Option to be exercised, the number of shares of Stock to be
purchased pursuant to such exercise, and must be accompanied by payment in full
for such shares. Payment shall be made in cash or check payable to the Company
for the full amount of the purchase price, unless otherwise provided in the
Option Agreement.

         7.     Effect of Termination of Employment, Disability or Death. Except
to the extent otherwise provided pursuant to Section 7.4 below, the following
provisions shall govern the exercise of any Options held by an Optionee at the
time the Optionee ceases to be an employee of the Company, suffers a Disability,
or dies.

                7.1     Termination of Employment. In the event that the
Optionee ceases to be an employee of the Company for any reason other than
Disability or death, then the period during which each outstanding Option held
by such Optionee is to remain exercisable shall be limited to

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the ninety (90) day period following the date of termination of employment.
Under no circumstances, however, shall any such Option be exercisable after the
specified expiration date of the Option term. Any outstanding Option may not be
exercised in the aggregate for more than the number of vested shares for which
the Option is exercisable on the date of the termination of employment, and such
Option shall terminate and cease to be outstanding with respect to any Option
shares for which the Option is not at that time exercisable or in which the
Optionee is not otherwise at that time vested.

                7.2     Disability. In the event that the Optionee ceases to be
an employee of the Company by reason of a Disability, then the period during
which each outstanding Option held by such Optionee is to remain exercisable
shall be limited to a period of one (1) year following the date of termination
of employment due to Disability. Under no circumstances, however, shall any such
Option be exercisable after the specified expiration date of the Option term as
set forth in the Option Agreement. Any outstanding Option may not be exercised
in the aggregate for more than the number of vested shares for which the Option
is exercisable on the date of the termination of employment due to Disability,
and such Option shall terminate and cease to be outstanding with respect to any
Option shares for which the Option is not at that time exercisable or in which
the Optionee is not otherwise at that time vested.

                7.3     Death. In the event that the Optionee dies while holding
one or more outstanding Options, then the period during which each outstanding
Option held by such Optionee is to remain exercisable shall be limited to a
period of one (1) year following the date of the Optionee's death. During such
limited period, the Option may be exercised by the personal representative of
the Optionee's estate or by the person or persons to whom the option is
transferred pursuant to the Optionee's will or in accordance with the laws of
descent and distribution. Under no circumstances, however, shall any such Option
be exercisable after the specified expiration date of the Option term. Any
outstanding Option may not be exercised in the aggregate for more than the
number of vested shares for which the Option is exercisable on the date of the
death of the Optionee, and such Option shall terminate and cease to be
outstanding with respect to any Option shares for which the Option is not at
that time exercisable or in which the Optionee is not otherwise at that time
vested.

                7.4     Extensions. The Board shall have full power and
authority to extend the period of time for which the Option is to remain
exercisable under the circumstances set forth in Sections 7.1, 7.2 and 7.3 above
to such greater period of time as the Board shall deem appropriate; provided,
however, that in no event shall such Option be exercisable after the specified
expiration date of the Option as set forth in the Option Agreement.

         8.     Changes and Amendments to the Plan. The Board shall have
complete and exclusive power and authority to amend or modify the Plan in any
respect, provided, however, that no such amendment or modification shall
adversely affect the rights and obligations of an Optionee with respect to any
Options at the time outstanding under the Plan without the consent of such
Optionee. Any such amendment or modification will be subject to the approval of
the

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Company's shareholders at or before the next annual meeting of shareholders for
which the record date is after the date of such Board action if such shareholder
approval is required by any federal or state law or regulation or the rules of
any stock exchange or automated quotation system. The Board, in its sole
discretion, may also seek shareholder approval of amendments or modifications to
the Plan that are not required to be submitted for shareholder approval under
any federal or state law or regulation or the rules of any stock exchange or
automated quotation system, if it deems such shareholder approval to be
desirable.

         9.     General Provisions.

                9.1     Agreements. The grant of any Option shall be effected by
the execution of an Option Agreement by and between the Company and each
Optionee. Each Option Agreement shall be a binding contract between the Company
and the Optionee, shall incorporate the terms of the Plan, and shall specify the
particular terms and condition of the Option, including the number of shares of
Stock subject to the Option.

                9.2     Compliance with Laws and Obligations. The implementation
of the Plan, the granting of Options under the Plan, and the issuance of Stock
upon the exercise of any Option shall be subject to the Company's procurement of
all required regulatory approvals relating to the Plan, the Options and shares
of Stock issuable pursuant to exercise of such Options. Certificates
representing shares of Stock issued pursuant to the exercise of Options granted
under the Plan will be subject to such stop-transfer orders and other
restrictions as may be applicable under federal and state laws, regulations and
rules, or the requirements of any securities exchange or automated quotation
system, including the requirement that a legend or legends be placed on such
certificates.

         The Company shall not be required to sell or issue shares of its Stock
under any Option if the sale or issuance would constitute a violation by the
Optionee or the Company of any provisions of any state or federal law, rule or
regulation. In addition, in connection with the Securities Act of 1933, as
amended, upon exercise of any Option, the Company shall not be required to issue
such shares of Stock unless the Company has received evidence satisfactory to it
to the effect that the Optionee will not transfer such shares except pursuant to
a registration statement in effect under the Securities Act of 1933, or unless
an opinion of counsel to the Company has been received to the effect that such
registration is not required.

         The Corporation may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the Securities Act of 1933; and in the
event any shares are so registered, the Company may, in its discretion, remove
any legend on certificates representing such shares of Stock. The Company shall
not be obligated to take any other affirmative action in order to cause the
exercise of the Option or the issuance of shares of Stock pursuant thereto to
comply with any state or federal law or regulation.

                9.3     Compliance with Section 16 of the Exchange Act. The
Board shall

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implement transactions under the Plan and administer the Plan in a manner that
will ensure that each transaction involving an Optionee (other than a sale of
shares acquired through the exercise of an Option) is exempt from liability
under Rule 16b-3, except that an Optionee may be permitted to engage in a
non-exempt transaction under the Plan if written notice is given to the Optionee
regarding the non-exempt nature of such transaction.

                9.4     No Shareholder Rights Conferred. An Optionee shall have
no rights as a shareholder with respect to the shares of Stock subject to an
Option until the date of issuance of stock certificates for such Stock to the
Optionee.

                9.5     Nonexclusivity of the Plan. The adoption of the Plan by
the Board shall not be construed as creating any limitations on the power of the
Board to adopt such other compensation and incentive plans as it may deem
desirable.

                9.6     Governing Law. The validity, construction and effect of
the Plan and any agreement hereunder shall be determined in accordance with the
laws of the Commonwealth of Virginia, without giving effect to principles of
conflicts of laws, and applicable federal law.

                9.7     Withholding. The Company's obligation to deliver shares
of Stock upon the exercise of any Options granted hereunder the Plan shall be
subject to the satisfaction of all applicable federal, state and local tax
withholding requirements.

                9.8     No Employment. Nothing in this Plan, including the
granting of any Option shall impose upon the Company any obligation to employ
the Optionee. The right of the Company to terminate the employment of the
Optionee shall not be diminished or affected by reason of the fact that an
Option has been granted hereunder to the Optionee.

                9.9     Investment Purpose. The Optionee agrees that any shares
of Stock subject to the Option granted under the Plan will be acquired for
investment and not with any present intention to resell the same, and the
Optionee further agrees to confirm such intention by an appropriate written
assurances and certificates at the time of exercising an Option or any portion
thereof.

         10.    Effective Date of Plan; Termination.

                10.1    Effective Date.  The Plan shall become effective upon
its adoption by the Board.

                10.2    Termination. Unless earlier terminated by the action of
the Board, the Plan shall remain in effect until such time as no shares of Stock
remain available for issuance under the Plan and the Company and Optionees have
no further rights or obligations under the Plan.

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