Exhibit 10(x)

	SUTRON CORPORATION
	STOCK OPTION AGREEMENT
	(Non-qualified Stock Option)


THIS STOCK OPTION AGREEMENT (the Agreement) is made and
 entered into as of the 18th day of October, 2002 by and
between Sutron Corporation, a Virginia corporation
(the Company), and Raul S. McQuivey (the Optionee).

WHEREAS, the Board of Directors of the Company (the Board)
 has adopted and approved that certain Sutron Corporation
 2002 Stock Option Plan (the Plan), a copy of which has
been provided to the Optionee and which is incorporated
 by reference herein; and

WHEREAS, pursuant to and in accordance with the provisions
 of the Plan, the Board has determined that the Optionee
is eligible to be granted an option (the Option) to
 acquire shares of the Company Common Stock, $0.01 par
 value per share (the Stock); and

WHEREAS, Options granted under the Plan are not intended
 or designed to qualify for Federal income tax treatment
 as incentive stock options under Section 422 of the
Internal Revenue Code of 1986 (the Code); and

WHEREAS, the Optionee desires to be granted Options under
 the Plan; and

WHEREAS, the Corporation and the Optionee desire to set
forth herein the terms of such Options.

NOW, THEREFORE, in consideration of the foregoing, of the
 mutual covenants set forth herein, and of other good and
 valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree
as follows:

1.	Grant of Option.  The Company hereby grants to the
Optionee the right and option to purchase one hundred
and ten thousand (110,000) shares of Stock, subject to
and in accordance with the terms and conditions set forth
 in the Plan and in this Agreement.

2.	Exercise Price.  The Exercise Price to be paid for
 each share of Stock to be acquired upon exercise of the
 Option granted hereunder is $.55.  Such Exercise Price
 is equal to the Fair Market Value (as defined in the Plan)
 of the Stock as of the date of grant of the Option.

3.	Transferability.  The Option granted hereunder shall
 be exercisable during the Optionees 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 Optionees death.

4.	Exercise Terms; Vesting; Procedure.

(a)	Except as provided in Section 6 hereof, the Option
 may be exercised in whole or in part in accordance with the
 vesting schedule set forth in Section 5 hereof, provided,
 however, that the Option shall not be exercisable after
the expiration of ten (10) years from the date of grant
of the Option.

(b)	In order to exercise the Option granted hereunder,
the Optionee shall deliver to the Secretary of the Company
 written notice stating the Optionees intent to exercise
 the Option, which notice shall specify:

(i)	the name of the Optionee;

(ii)	the Option to be exercised;

(iii)	the number of shares of Stock to be purchased pursuant
 to such exercise; and

(iv)	the address to which certificates representing the
shares of Stock issuable upon exercise of the Option are
to be mailed.

(c)	The Optionees written notice shall be accompanied
by a certified check payable to the Company in the amount
 of the product of the Exercise Price times the number of
shares with respect to which the Option is being exercised.
  The notice and payment shall be delivered in person or
sent by registered mail, return receipt requested, to the
Secretary of the Company.  The Option shall be considered
exercised on the date the notice and payment are delivered
 to the Secretary or deposited in the mail, as the case may
be.  As promptly as practicable after the Secretarys receipt
 of the notice of exercise and payment, and the receipt of
any certificates from the Optionee required by the Company
 pursuant to Sections 8 and 9 hereof, the Company shall
deliver to the Optionee a certificate or certificates for
the number of shares of Stock with respect to which the
Option has been exercised.

5.	Vesting.  Each Option shall vest and become
cumulatively exercisable as to twenty percent (20%) of the
 shares of Stock subject to such Option on each anniversary
 of the date of grant of the Option; provided, however, that
 the Option shall become immediately exercisable in full at
 the time of a Change of Control of the Company.

6.	Effect of Termination of Employment, Disability or
Death. 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.

6.1	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 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.

6.2	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.

6.3	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 Optionees death.  During such limited
 period, the Option may be exercised by the personal representative
 of the Optionees estate or by the person or persons to whom the
option is transferred pursuant to the Optionees 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.	Adjustments to Upon Certain Events.  In the event that
any change is made to the Stock issuable under the Plan and
the Option granted hereunder 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
 the Option, in order to prevent the dilution or enlargement of
benefits thereunder.  Any adjustments made by the Board pursuant
 to this Section 7 shall be final, binding and conclusive.
Neither the existence nor the terms of the Plan or this Agreement,
 nor the grant of any Option 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 the Option, and no adjustment shall be made by reason
thereof.

8.	Requirements of Law.  The Company shall not be required
 to sell or issue shares of its Stock under the 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 the 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, as amended, or unless an
opinion of counsel to the Company has been received to the
effect that such registration is not required.  Any
determination in this regard by the Company shall be final,
 binding and conclusive.  Certificates representing shares
of Stock issued pursuant to the exercise of the Option 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. In the event the shares issuable
on exercise of the Option are not registered under the
Securities Act, the Company may imprint the following legend
 or any other legend which counsel to the Company considers
 necessary or advisable:

The shares of Stock represented by this certificate have not
 been registered under the Securities Act of 1933 or under
 the securities laws of any state and may not be sold or
transferred except upon such registration or upon receipt
 by the Company of an opinion of counsel satisfactory to
the Company that registration is not required for such sale
 or transfer.

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.  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 pursuant thereto to
 comply with any state or federal law or regulation.

9.	Investment Purpose.  The Optionee agrees that any
shares of Stock subject to the Option granted hereunder
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.	Withholding.  The Companys obligation to deliver
shares of Stock upon exercise of the Option shall be
 subject to any and all applicable federal, state and
local tax withholding and reporting requirements.

11.	No Rights as Shareholder.  The Optionee shall have
no right as a shareholder with respect to the Stock
covered by the Option until the date of issuance of
Stock Certificates for such Stock to the Optionee.

12.	No Employment Obligation.  The granting of any
Option shall not 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.

13.	General Provisions.

(a)	This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their
 respective heirs, executors, administrators, personal
 representatives, successors and assigns.

(b)	This Agreement shall be construed in accordance
with, and shall be governed by, the laws of the
Commonwealth of Virginia.

(c)	No waiver by any party hereto of any breach of any
 covenant, condition or agreement hereof shall be considered
 to constitute a waiver of any such covenant, condition or
 provision, or of any subsequent breach thereof.

(d)	In the event any court of competent jurisdiction shall
 declare any portion of this Agreement to be invalid, the
remainder of this Agreement shall not be invalidated thereby,
 but shall remain in full force and effect.

(e)	Unless otherwise provided in this Agreement, no notice
 or other communication which may be or is required or
permitted to be given under this Agreement shall be effective
 unless the same is in writing and is either hand delivered
or sent by registered or certified mail, return receipt
requested, first-class postage prepaid, (1) if to the Optionee,
 to 11211 Lapham Drive, Oakton, Virginia 22121, and (2) if
 to the Company, to Sutron Corporation., Attn: Secretary,
21300 Ridgetop Circle, Sterling, VA 20166, or at any other
 address that may be given by one party to the other party
by notice pursuant to this paragraph 6(e), with a copy to
the law firm of Shulman, Rogers, Gandal, Pordy & Ecker,
P.A., 11921 Rockville Pike, Third Floor, Rockville, Maryland
20852. Unless otherwise provided in this Agreement, such
notices, or other communications, if sent by registered or
certified mail in accordance with this paragraph 6(e), shall
 be deemed to have been given at the time of mailing.

(f)	Where the text requires, words in the singular shall
be deemed to include the plural and vice-versa, and words
in one gender shall be deemed to include all genders.

(g)	Any headings preceding the text of the sections or
sub-sections in this Agreement are inserted solely for
convenience of reference and shall not constitute a part
of this Agreement, nor shall they affect its meaning,
construction or effect.

(h)	The Option granted pursuant hereto is not intended or
 designed to qualify for federal income tax treatment as
 an incentive stock option under Section 422 of the Code.

(i)	The Options are subject to all terms, conditions,
 limitations and restrictions contained in the Plan,
which shall be controlling in the event of any
conflicting or inconsistent provisions between
this Agreement and the Plan.

IN WITNESS WHEREOF, the Company has caused this Agreement
 to be executed and sealed by its duly authorized officers,
 and the Optionee has executed and sealed this Agreement,
all as of the day and year first above written.

ATTEST:				THE COMPANY:
SUTRON CORPORATION


/s/ Daniel W. Farrell		/s/ Sidney C. Hooper
Name:	Daniel W. Farrell		Name:	Sidney C. Hooper
Title:	Secretary		Title:	Treasurer

WITNESS:				THE OPTIONEE:

/s/ Thomas N. Keefer		/s/ Raul S. McQuivey
Name:	Thomas N. Keefer		Name: Raul S. McQuivey


Exhibit 10(y)

	SUTRON CORPORATION
	STOCK OPTION AGREEMENT
	(Non-qualified Stock Option)


THIS STOCK OPTION AGREEMENT (the Agreement) is made and
 entered into as of the 18th day of October, 2002 by and
between Sutron Corporation, a Virginia corporation
(the Company), and Daniel W. Farrell (the Optionee).

WHEREAS, the Board of Directors of the Company (the Board)
 has adopted and approved that certain Sutron Corporation
 2002 Stock Option Plan (the Plan), a copy of which has
been provided to the Optionee and which is incorporated
 by reference herein; and

WHEREAS, pursuant to and in accordance with the provisions
 of the Plan, the Board has determined that the Optionee
is eligible to be granted an option (the Option) to
 acquire shares of the Company Common Stock, $0.01 par
 value per share (the Stock); and

WHEREAS, Options granted under the Plan are not intended
 or designed to qualify for Federal income tax treatment
 as incentive stock options under Section 422 of the
Internal Revenue Code of 1986 (the Code); and

WHEREAS, the Optionee desires to be granted Options under
 the Plan; and

WHEREAS, the Corporation and the Optionee desire to set
forth herein the terms of such Options.

NOW, THEREFORE, in consideration of the foregoing, of the
 mutual covenants set forth herein, and of other good and
 valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree
as follows:

1.	Grant of Option.  The Company hereby grants to the
Optionee the right and option to purchase ninety thousand
(90,000) shares of Stock, subject to
and in accordance with the terms and conditions set forth
 in the Plan and in this Agreement.

2.	Exercise Price.  The Exercise Price to be paid for
 each share of Stock to be acquired upon exercise of the
 Option granted hereunder is $.55.  Such Exercise Price
 is equal to the Fair Market Value (as defined in the Plan)
 of the Stock as of the date of grant of the Option.

3.	Transferability.  The Option granted hereunder shall
 be exercisable during the Optionees 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 Optionees death.

4.	Exercise Terms; Vesting; Procedure.

(a)	Except as provided in Section 6 hereof, the Option
 may be exercised in whole or in part in accordance with the
 vesting schedule set forth in Section 5 hereof, provided,
 however, that the Option shall not be exercisable after
the expiration of ten (10) years from the date of grant
of the Option.

(b)	In order to exercise the Option granted hereunder,
the Optionee shall deliver to the Secretary of the Company
 written notice stating the Optionees intent to exercise
 the Option, which notice shall specify:

(i)	the name of the Optionee;

(ii)	the Option to be exercised;

(iii)	the number of shares of Stock to be purchased pursuant
 to such exercise; and

(iv)	the address to which certificates representing the
shares of Stock issuable upon exercise of the Option are
to be mailed.

(c)	The Optionees written notice shall be accompanied
by a certified check payable to the Company in the amount
 of the product of the Exercise Price times the number of
shares with respect to which the Option is being exercised.
  The notice and payment shall be delivered in person or
sent by registered mail, return receipt requested, to the
Secretary of the Company.  The Option shall be considered
exercised on the date the notice and payment are delivered
 to the Secretary or deposited in the mail, as the case may
be.  As promptly as practicable after the Secretarys receipt
 of the notice of exercise and payment, and the receipt of
any certificates from the Optionee required by the Company
 pursuant to Sections 8 and 9 hereof, the Company shall
deliver to the Optionee a certificate or certificates for
the number of shares of Stock with respect to which the
Option has been exercised.

5.	Vesting.  Each Option shall vest and become
cumulatively exercisable as to twenty percent (20%) of the
 shares of Stock subject to such Option on each anniversary
 of the date of grant of the Option; provided, however, that
 the Option shall become immediately exercisable in full at
 the time of a Change of Control of the Company.

6.	Effect of Termination of Employment, Disability or
Death. 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.

6.1	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 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.

6.2	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.

6.3	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 Optionees death.  During such limited
 period, the Option may be exercised by the personal representative
 of the Optionees estate or by the person or persons to whom the
option is transferred pursuant to the Optionees 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.	Adjustments to Upon Certain Events.  In the event that
any change is made to the Stock issuable under the Plan and
the Option granted hereunder 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
 the Option, in order to prevent the dilution or enlargement of
benefits thereunder.  Any adjustments made by the Board pursuant
 to this Section 7 shall be final, binding and conclusive.
Neither the existence nor the terms of the Plan or this Agreement,
 nor the grant of any Option 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 the Option, and no adjustment shall be made by reason
thereof.

8.	Requirements of Law.  The Company shall not be required
 to sell or issue shares of its Stock under the 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 the 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, as amended, or unless an
opinion of counsel to the Company has been received to the
effect that such registration is not required.  Any
determination in this regard by the Company shall be final,
 binding and conclusive.  Certificates representing shares
of Stock issued pursuant to the exercise of the Option 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. In the event the shares issuable
on exercise of the Option are not registered under the
Securities Act, the Company may imprint the following legend
 or any other legend which counsel to the Company considers
 necessary or advisable:

The shares of Stock represented by this certificate have not
 been registered under the Securities Act of 1933 or under
 the securities laws of any state and may not be sold or
transferred except upon such registration or upon receipt
 by the Company of an opinion of counsel satisfactory to
the Company that registration is not required for such sale
 or transfer.

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.  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 pursuant thereto to
 comply with any state or federal law or regulation.

9.	Investment Purpose.  The Optionee agrees that any
shares of Stock subject to the Option granted hereunder
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.	Withholding.  The Companys obligation to deliver
shares of Stock upon exercise of the Option shall be
 subject to any and all applicable federal, state and
local tax withholding and reporting requirements.

11.	No Rights as Shareholder.  The Optionee shall have
no right as a shareholder with respect to the Stock
covered by the Option until the date of issuance of
Stock Certificates for such Stock to the Optionee.

12.	No Employment Obligation.  The granting of any
Option shall not 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.

13.	General Provisions.

(a)	This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their
 respective heirs, executors, administrators, personal
 representatives, successors and assigns.

(b)	This Agreement shall be construed in accordance
with, and shall be governed by, the laws of the
Commonwealth of Virginia.

(c)	No waiver by any party hereto of any breach of any
 covenant, condition or agreement hereof shall be considered
 to constitute a waiver of any such covenant, condition or
 provision, or of any subsequent breach thereof.

(d)	In the event any court of competent jurisdiction shall
 declare any portion of this Agreement to be invalid, the
remainder of this Agreement shall not be invalidated thereby,
 but shall remain in full force and effect.

(e)	Unless otherwise provided in this Agreement, no notice
 or other communication which may be or is required or
permitted to be given under this Agreement shall be effective
 unless the same is in writing and is either hand delivered
or sent by registered or certified mail, return receipt
requested, first-class postage prepaid, (1) if to the Optionee,
 to 2799 Equus Court, Herndon, Virginia 22071, and (2) if
 to the Company, to Sutron Corporation., Attn: Secretary,
21300 Ridgetop Circle, Sterling, VA 20166, or at any other
 address that may be given by one party to the other party
by notice pursuant to this paragraph 6(e), with a copy to
the law firm of Shulman, Rogers, Gandal, Pordy & Ecker,
P.A., 11921 Rockville Pike, Third Floor, Rockville, Maryland
20852. Unless otherwise provided in this Agreement, such
notices, or other communications, if sent by registered or
certified mail in accordance with this paragraph 6(e), shall
 be deemed to have been given at the time of mailing.

(f)	Where the text requires, words in the singular shall
be deemed to include the plural and vice-versa, and words
in one gender shall be deemed to include all genders.

(g)	Any headings preceding the text of the sections or
sub-sections in this Agreement are inserted solely for
convenience of reference and shall not constitute a part
of this Agreement, nor shall they affect its meaning,
construction or effect.

(h)	The Option granted pursuant hereto is not intended or
 designed to qualify for federal income tax treatment as
 an incentive stock option under Section 422 of the Code.

(i)	The Options are subject to all terms, conditions,
 limitations and restrictions contained in the Plan,
which shall be controlling in the event of any
conflicting or inconsistent provisions between
this Agreement and the Plan.

IN WITNESS WHEREOF, the Company has caused this Agreement
 to be executed and sealed by its duly authorized officers,
 and the Optionee has executed and sealed this Agreement,
all as of the day and year first above written.

ATTEST:				THE COMPANY:
SUTRON CORPORATION


/s/ Sidney C. Hooper		/s/ Raul S. McQuivey
Name:	Sidney C. Hooper		Name:	Raul S. McQuivey
Title:	Treasurer		Title:  President

WITNESS:				THE OPTIONEE:

/s/ Thomas N. Keefer		/s/ Daniel W. Farrell
Name:	Thomas N. Keefer		Name: Daniel W. Farrell


Exhibit 10(z)

	SUTRON CORPORATION
	STOCK OPTION AGREEMENT
	(Non-qualified Stock Option)


THIS STOCK OPTION AGREEMENT (the Agreement) is made and
 entered into as of the 18th day of October, 2002 by and
between Sutron Corporation, a Virginia corporation
(the Company), and Sidney C. Hooper (the Optionee).

WHEREAS, the Board of Directors of the Company (the Board)
 has adopted and approved that certain Sutron Corporation
 2002 Stock Option Plan (the Plan), a copy of which has
been provided to the Optionee and which is incorporated
 by reference herein; and

WHEREAS, pursuant to and in accordance with the provisions
 of the Plan, the Board has determined that the Optionee
is eligible to be granted an option (the Option) to
 acquire shares of the Company Common Stock, $0.01 par
 value per share (the Stock); and

WHEREAS, Options granted under the Plan are not intended
 or designed to qualify for Federal income tax treatment
 as incentive stock options under Section 422 of the
Internal Revenue Code of 1986 (the Code); and

WHEREAS, the Optionee desires to be granted Options under
 the Plan; and

WHEREAS, the Corporation and the Optionee desire to set
forth herein the terms of such Options.

NOW, THEREFORE, in consideration of the foregoing, of the
 mutual covenants set forth herein, and of other good and
 valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree
as follows:

1.	Grant of Option.  The Company hereby grants to the
Optionee the right and option to purchase one hundred
and twenty thousand (120,000) shares of Stock, subject to
and in accordance with the terms and conditions set forth
 in the Plan and in this Agreement.

2.	Exercise Price.  The Exercise Price to be paid for
 each share of Stock to be acquired upon exercise of the
 Option granted hereunder is $.55.  Such Exercise Price
 is equal to the Fair Market Value (as defined in the Plan)
 of the Stock as of the date of grant of the Option.

3.	Transferability.  The Option granted hereunder shall
 be exercisable during the Optionees 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 Optionees death.

4.	Exercise Terms; Vesting; Procedure.

(a)	Except as provided in Section 6 hereof, the Option
 may be exercised in whole or in part in accordance with the
 vesting schedule set forth in Section 5 hereof, provided,
 however, that the Option shall not be exercisable after
the expiration of ten (10) years from the date of grant
of the Option.

(b)	In order to exercise the Option granted hereunder,
the Optionee shall deliver to the Secretary of the Company
 written notice stating the Optionees intent to exercise
 the Option, which notice shall specify:

(i)	the name of the Optionee;

(ii)	the Option to be exercised;

(iii)	the number of shares of Stock to be purchased pursuant
 to such exercise; and

(iv)	the address to which certificates representing the
shares of Stock issuable upon exercise of the Option are
to be mailed.

(c)	The Optionees written notice shall be accompanied
by a certified check payable to the Company in the amount
 of the product of the Exercise Price times the number of
shares with respect to which the Option is being exercised.
  The notice and payment shall be delivered in person or
sent by registered mail, return receipt requested, to the
Secretary of the Company.  The Option shall be considered
exercised on the date the notice and payment are delivered
 to the Secretary or deposited in the mail, as the case may
be.  As promptly as practicable after the Secretarys receipt
 of the notice of exercise and payment, and the receipt of
any certificates from the Optionee required by the Company
 pursuant to Sections 8 and 9 hereof, the Company shall
deliver to the Optionee a certificate or certificates for
the number of shares of Stock with respect to which the
Option has been exercised.

5.	Vesting.  Each Option shall vest and become
cumulatively exercisable as to twenty percent (20%) of the
 shares of Stock subject to such Option on each anniversary
 of the date of grant of the Option; provided, however, that
 the Option shall become immediately exercisable in full at
 the time of a Change of Control of the Company.

6.	Effect of Termination of Employment, Disability or
Death. 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.

6.1	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 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.

6.2	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.

6.3	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 Optionees death.  During such limited
 period, the Option may be exercised by the personal representative
 of the Optionees estate or by the person or persons to whom the
option is transferred pursuant to the Optionees 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.	Adjustments to Upon Certain Events.  In the event that
any change is made to the Stock issuable under the Plan and
the Option granted hereunder 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
 the Option, in order to prevent the dilution or enlargement of
benefits thereunder.  Any adjustments made by the Board pursuant
 to this Section 7 shall be final, binding and conclusive.
Neither the existence nor the terms of the Plan or this Agreement,
 nor the grant of any Option 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 the Option, and no adjustment shall be made by reason
thereof.

8.	Requirements of Law.  The Company shall not be required
 to sell or issue shares of its Stock under the 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 the 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, as amended, or unless an
opinion of counsel to the Company has been received to the
effect that such registration is not required.  Any
determination in this regard by the Company shall be final,
 binding and conclusive.  Certificates representing shares
of Stock issued pursuant to the exercise of the Option 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. In the event the shares issuable
on exercise of the Option are not registered under the
Securities Act, the Company may imprint the following legend
 or any other legend which counsel to the Company considers
 necessary or advisable:

The shares of Stock represented by this certificate have not
 been registered under the Securities Act of 1933 or under
 the securities laws of any state and may not be sold or
transferred except upon such registration or upon receipt
 by the Company of an opinion of counsel satisfactory to
the Company that registration is not required for such sale
 or transfer.

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.  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 pursuant thereto to
 comply with any state or federal law or regulation.

9.	Investment Purpose.  The Optionee agrees that any
shares of Stock subject to the Option granted hereunder
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.	Withholding.  The Companys obligation to deliver
shares of Stock upon exercise of the Option shall be
 subject to any and all applicable federal, state and
local tax withholding and reporting requirements.

11.	No Rights as Shareholder.  The Optionee shall have
no right as a shareholder with respect to the Stock
covered by the Option until the date of issuance of
Stock Certificates for such Stock to the Optionee.

12.	No Employment Obligation.  The granting of any
Option shall not 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.

13.	General Provisions.

(a)	This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their
 respective heirs, executors, administrators, personal
 representatives, successors and assigns.

(b)	This Agreement shall be construed in accordance
with, and shall be governed by, the laws of the
Commonwealth of Virginia.

(c)	No waiver by any party hereto of any breach of any
 covenant, condition or agreement hereof shall be considered
 to constitute a waiver of any such covenant, condition or
 provision, or of any subsequent breach thereof.

(d)	In the event any court of competent jurisdiction shall
 declare any portion of this Agreement to be invalid, the
remainder of this Agreement shall not be invalidated thereby,
 but shall remain in full force and effect.

(e)	Unless otherwise provided in this Agreement, no notice
 or other communication which may be or is required or
permitted to be given under this Agreement shall be effective
 unless the same is in writing and is either hand delivered
or sent by registered or certified mail, return receipt
requested, first-class postage prepaid, (1) if to the Optionee,
to 20621 Parkside Circle, Sterling, Virginia 20165, and (2)if
to the Company, to Sutron Corporation., Attn: Secretary,
21300 Ridgetop Circle, Sterling, VA 20166, or at any other
 address that may be given by one party to the other party
by notice pursuant to this paragraph 6(e), with a copy to
the law firm of Shulman, Rogers, Gandal, Pordy & Ecker,
P.A., 11921 Rockville Pike, Third Floor, Rockville, Maryland
20852. Unless otherwise provided in this Agreement, such
notices, or other communications, if sent by registered or
certified mail in accordance with this paragraph 6(e), shall
 be deemed to have been given at the time of mailing.

(f)	Where the text requires, words in the singular shall
be deemed to include the plural and vice-versa, and words
in one gender shall be deemed to include all genders.

(g)	Any headings preceding the text of the sections or
sub-sections in this Agreement are inserted solely for
convenience of reference and shall not constitute a part
of this Agreement, nor shall they affect its meaning,
construction or effect.

(h)	The Option granted pursuant hereto is not intended or
 designed to qualify for federal income tax treatment as
 an incentive stock option under Section 422 of the Code.

(i)	The Options are subject to all terms, conditions,
 limitations and restrictions contained in the Plan,
which shall be controlling in the event of any
conflicting or inconsistent provisions between
this Agreement and the Plan.

IN WITNESS WHEREOF, the Company has caused this Agreement
 to be executed and sealed by its duly authorized officers,
 and the Optionee has executed and sealed this Agreement,
all as of the day and year first above written.

ATTEST:				THE COMPANY:
SUTRON CORPORATION


/s/ Daniel W. Farrell		/s/ Raul S. McQuivey
Name:	Daniel W. Farrell		Name:	Raul S. McQuivey
Title:	Secretary		Title:	President

WITNESS:				THE OPTIONEE:

/s/ Thomas N. Keefer		/s/ Sidney C. Hooper
Name:	Thomas N. Keefer		Name: Sidney C. Hooper



Exhibit 10.1

	SUTRON CORPORATION
	STOCK OPTION AGREEMENT
	(Non-qualified Stock Option)


THIS STOCK OPTION AGREEMENT (the Agreement) is made and
 entered into as of the 18th day of October, 2002 by and
between Sutron Corporation, a Virginia corporation
(the Company), and Thomas N. Keefer (the Optionee).

WHEREAS, the Board of Directors of the Company (the Board)
 has adopted and approved that certain Sutron Corporation
 2002 Stock Option Plan (the Plan), a copy of which has
been provided to the Optionee and which is incorporated
 by reference herein; and

WHEREAS, pursuant to and in accordance with the provisions
 of the Plan, the Board has determined that the Optionee
is eligible to be granted an option (the Option) to
 acquire shares of the Company Common Stock, $0.01 par
 value per share (the Stock); and

WHEREAS, Options granted under the Plan are not intended
 or designed to qualify for Federal income tax treatment
 as incentive stock options under Section 422 of the
Internal Revenue Code of 1986 (the Code); and

WHEREAS, the Optionee desires to be granted Options under
 the Plan; and

WHEREAS, the Corporation and the Optionee desire to set
forth herein the terms of such Options.

NOW, THEREFORE, in consideration of the foregoing, of the
 mutual covenants set forth herein, and of other good and
 valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree
as follows:

1.	Grant of Option.  The Company hereby grants to the
Optionee the right and option to purchase fifteen
thousand (15,000) shares of Stock, subject to
and in accordance with the terms and conditions set forth
 in the Plan and in this Agreement.

2.	Exercise Price.  The Exercise Price to be paid for
 each share of Stock to be acquired upon exercise of the
 Option granted hereunder is $.55.  Such Exercise Price
 is equal to the Fair Market Value (as defined in the Plan)
 of the Stock as of the date of grant of the Option.

3.	Transferability.  The Option granted hereunder shall
 be exercisable during the Optionees 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 Optionees death.

4.	Exercise Terms; Vesting; Procedure.

(a)	Except as provided in Section 6 hereof, the Option
 may be exercised in whole or in part in accordance with the
 vesting schedule set forth in Section 5 hereof, provided,
 however, that the Option shall not be exercisable after
the expiration of ten (10) years from the date of grant
of the Option.

(b)	In order to exercise the Option granted hereunder,
the Optionee shall deliver to the Secretary of the Company
 written notice stating the Optionees intent to exercise
 the Option, which notice shall specify:

(i)	the name of the Optionee;

(ii)	the Option to be exercised;

(iii)	the number of shares of Stock to be purchased pursuant
 to such exercise; and

(iv)	the address to which certificates representing the
shares of Stock issuable upon exercise of the Option are
to be mailed.

(c)	The Optionees written notice shall be accompanied
by a certified check payable to the Company in the amount
 of the product of the Exercise Price times the number of
shares with respect to which the Option is being exercised.
  The notice and payment shall be delivered in person or
sent by registered mail, return receipt requested, to the
Secretary of the Company.  The Option shall be considered
exercised on the date the notice and payment are delivered
 to the Secretary or deposited in the mail, as the case may
be.  As promptly as practicable after the Secretarys receipt
 of the notice of exercise and payment, and the receipt of
any certificates from the Optionee required by the Company
 pursuant to Sections 8 and 9 hereof, the Company shall
deliver to the Optionee a certificate or certificates for
the number of shares of Stock with respect to which the
Option has been exercised.

5.	Vesting.  Each Option shall vest and become
cumulatively exercisable as to twenty percent (20%) of the
 shares of Stock subject to such Option on each anniversary
 of the date of grant of the Option; provided, however, that
 the Option shall become immediately exercisable in full at
 the time of a Change of Control of the Company.

6.	Effect of Termination of Employment, Disability or
Death. 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.

6.1	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 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.

6.2	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.

6.3	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 Optionees death.  During such limited
 period, the Option may be exercised by the personal representative
 of the Optionees estate or by the person or persons to whom the
option is transferred pursuant to the Optionees 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.	Adjustments to Upon Certain Events.  In the event that
any change is made to the Stock issuable under the Plan and
the Option granted hereunder 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
 the Option, in order to prevent the dilution or enlargement of
benefits thereunder.  Any adjustments made by the Board pursuant
 to this Section 7 shall be final, binding and conclusive.
Neither the existence nor the terms of the Plan or this Agreement,
 nor the grant of any Option 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 the Option, and no adjustment shall be made by reason
thereof.

8.	Requirements of Law.  The Company shall not be required
 to sell or issue shares of its Stock under the 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 the 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, as amended, or unless an
opinion of counsel to the Company has been received to the
effect that such registration is not required.  Any
determination in this regard by the Company shall be final,
 binding and conclusive.  Certificates representing shares
of Stock issued pursuant to the exercise of the Option 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. In the event the shares issuable
on exercise of the Option are not registered under the
Securities Act, the Company may imprint the following legend
 or any other legend which counsel to the Company considers
 necessary or advisable:

The shares of Stock represented by this certificate have not
 been registered under the Securities Act of 1933 or under
 the securities laws of any state and may not be sold or
transferred except upon such registration or upon receipt
 by the Company of an opinion of counsel satisfactory to
the Company that registration is not required for such sale
 or transfer.

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.  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 pursuant thereto to
 comply with any state or federal law or regulation.

9.	Investment Purpose.  The Optionee agrees that any
shares of Stock subject to the Option granted hereunder
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.	Withholding.  The Companys obligation to deliver
shares of Stock upon exercise of the Option shall be
 subject to any and all applicable federal, state and
local tax withholding and reporting requirements.

11.	No Rights as Shareholder.  The Optionee shall have
no right as a shareholder with respect to the Stock
covered by the Option until the date of issuance of
Stock Certificates for such Stock to the Optionee.

12.	No Employment Obligation.  The granting of any
Option shall not 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.

13.	General Provisions.

(a)	This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their
 respective heirs, executors, administrators, personal
 representatives, successors and assigns.

(b)	This Agreement shall be construed in accordance
with, and shall be governed by, the laws of the
Commonwealth of Virginia.

(c)	No waiver by any party hereto of any breach of any
 covenant, condition or agreement hereof shall be considered
 to constitute a waiver of any such covenant, condition or
 provision, or of any subsequent breach thereof.

(d)	In the event any court of competent jurisdiction shall
 declare any portion of this Agreement to be invalid, the
remainder of this Agreement shall not be invalidated thereby,
 but shall remain in full force and effect.

(e)	Unless otherwise provided in this Agreement, no notice
 or other communication which may be or is required or
permitted to be given under this Agreement shall be effective
 unless the same is in writing and is either hand delivered
or sent by registered or certified mail, return receipt
requested, first-class postage prepaid, (1) if to the Optionee,
to Route #4, Box 403 B, Leesburg, Virginia 22075, and (2)if
to the Company, to Sutron Corporation., Attn: Secretary,
21300 Ridgetop Circle, Sterling, VA 20166, or at any other
address that may be given by one party to the other party
by notice pursuant to this paragraph 6(e), with a copy to
the law firm of Shulman, Rogers, Gandal, Pordy & Ecker,
P.A., 11921 Rockville Pike, Third Floor, Rockville, Maryland
20852. Unless otherwise provided in this Agreement, such
notices, or other communications, if sent by registered or
certified mail in accordance with this paragraph 6(e), shall
 be deemed to have been given at the time of mailing.

(f)	Where the text requires, words in the singular shall
be deemed to include the plural and vice-versa, and words
in one gender shall be deemed to include all genders.

(g)	Any headings preceding the text of the sections or
sub-sections in this Agreement are inserted solely for
convenience of reference and shall not constitute a part
of this Agreement, nor shall they affect its meaning,
construction or effect.

(h)	The Option granted pursuant hereto is not intended or
 designed to qualify for federal income tax treatment as
 an incentive stock option under Section 422 of the Code.

(i)	The Options are subject to all terms, conditions,
 limitations and restrictions contained in the Plan,
which shall be controlling in the event of any
conflicting or inconsistent provisions between
this Agreement and the Plan.

IN WITNESS WHEREOF, the Company has caused this Agreement
 to be executed and sealed by its duly authorized officers,
 and the Optionee has executed and sealed this Agreement,
all as of the day and year first above written.

ATTEST:				THE COMPANY:
SUTRON CORPORATION


/s/ Daniel W. Farrell		By: /s/ Raul S. McQuivey
Name:Daniel W. Farrell		Name:Raul S. McQuivey
Title:	Secretary		Title:	President

WITNESS:				THE OPTIONEE:

/s/ Sidney C. Hooper		/s/ Thomas N. Keefer
Name:	Sidney C. Hooper		Name: Thomas N. Keefer