Exhibit 10.10

                             2003 Stock Option Plan

                                       of

                        Tel-Instrument Electronics Corp.

                        Adapted by the Board of Directors

                                on May __, 2003.

1.    Purpose.

      The purposes of this Stock Option Plan (the "Plan") are to: (1) closely
associate the interest of the employees of Tel-Instrument Electronics Corp. (the
"Company") and others with the shareholders by reinforcing the relationship
between participant's rewards and shareholder gains; (2) provide employees with
an equity ownership in the Company commensurate with Company performance, as
reflected in increased shareholder value; (3) maintain competitive compensation
levels; and (4) provide an incentive to employees for continuous employment with
the Company.

2.    Stock Subject Plan

      The stock to be issued upon exercise of options granted under the Plan
shall consist of authorized but unissued, or reacquired shares of the Common
Stock, $.l0 per share par value, of the Company. The maximum number of shares
for which options may be granted under the Plan is 250,000 shares, subject to
adjustment as provided in Section 13.

      If any options granted under the Plan expire or terminate for any reason
without having been exercised in full, the

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unpurchased shares shall become available for further options under the Plan.

3.    Administration and Nature of Options.

      (a) Board of Directors; Committee: The Plan shall be administered by the
Board of Directors or, in the discretion of the Board, by a Committee (the
"Committee"). Hereinafter, and in the option agreements, the term "Committee"
shall mean the Board of Directors, if no other committee is appointed. The
Committee, if any, shall be appointed by the Board of Directors and shall
consist of not less then three directors. The Board of Directors shall fill all
vacancies in the Committee and may remove any member of the Committee at any
time, with or without cause. The Committee shall select its own Chairman and
shall hold its meetings at such times and places as it may determine. The acts
of a majority of the Committee at any meeting, or acts approved in writing by
all members of the Committee, shall be the acts of the Committee.

      (b) Grant of Options: The Board of Directors, or the Committee, may grant
under the plan, (i) non-statutory options to employees, officers, consultants or
non-employee directors, or (ii) Incentive Stock Options ("ISOs") to employees,
which are intended to quality as ISOs under Section 422 of the Internal Revenue
Code of 1986, as amended.

      Subject to the express provisions of the Plan, the Board of Directors or
the Committee shall have full authority (A) to


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determine, in its discretion, the individuals to whom, and the times at which,
options shall be granted, whether to grant non-statutory options or ISOs, the
number of shares subject to each option, and the provisions of the respective
option agreements (which need not be identical), including provisions concerning
the time or times, when and the extent to which, the options may be exercised,
the conditions of exercise (including non-competition with the Company after
termination of employment) and the effect of approved leaves of absence on
continuity of service; (B) to prescribe, amend and rescind rules and regulations
relating to the Plan; (C) to interpret the Plan and the respective option
agreements; and (D) to make all other determinations necessary or advisable for
administering the Plan. The Committee, if appointed, shall report its actions to
the Board of Directors and all determinations and interpretations by the
Committee, if approved by the Board of Directors, shall be binding and
conclusive upon all parties.

4.    Effective Date.

      The Plan is effective as of June 1, 2003, but if not approved by the
shareholders on or before May 1, 2004, no further ISOs shall be granted. Prior
to adoption by the shareholders, any ISO granted shall be expressly made
contingent on such shareholder approval, and if not approved by the shareholders
by May 1, 2004, all ISOs theretofore granted shall become null, and void ab
initio.


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5.    Eligibility of Optionees.

      ISOs may be granted under the Plan only to salaried officers and employees
who have the capability of making a substantial contribution to the success of
the Company. Non-Statutory Options may be granted under the plan to employees,
officers, consultants and non-employee Directors. In selecting individuals to
receive options and in determining the form and amount of awards, the Committee
shall consider any factors deemed relevant, including the individual's
functions, responsibilities, value of services to the Company, past and
potential contributions to the Company's profitability and sound growth and
compensation levels in the industry for comparable jobs.

6.    Stock Option Agreements.

      The grant of an option shall be evidenced by a written Stock Option
Agreement, executed by the Company and the optionee stating the number of shares
subject to the option and substantially in the form of Exhibit A annexed.

7.    Option Price.

      The exercise price per share under each option granted shall be determined
by the Board of Directors or the Committee. In no event, however, shall the
exercise price per share under each option be less than l00% of the fair market
value of a share of Common Stock on the Date of Grant; provided however, that
any


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option granted hereunder to an employee owning 10% or more of the outstanding
Common Stock of the Company, shall have an exercise price par share of 110% of
the fair market value of a share of Common Stock on the Date of Grant.

8.    Exercise of Options.

      (a) Each option granted under the Plan shall become exercisable at such
time, or in installments at such times, as may be provided in the option
agreement. To the extent that any installment of an option has become
exercisable it may be exercised thereafter, until termination, in whole at any
time or from time to time in part.

      (b) Each option granted under the Plan shall terminate no later than five
years after the date on which it was granted, but the Board of Directors or the
Committee in its discretion may prescribe a shorter period for any individual
option or options.

      (c) An option shall be exercised by written notice of such exercise, in
the form prescribed by the Board of Directors or the Committee, to the Secretary
or Treasurer of the Company, at its principal office. The notice shall specify
the number of shares for which the option is being exercised (which number, if
less than all of the shares then subject to exercise, shall be 50 or a multiple
thereof) and shall be accompanied by payment in full of the purchase price of
such shares. No shares shall be delivered upon exercise of any option until all
laws, rules and regulations which the Board of Directors or the Committee may
deem applicable


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have been complied with. If a registration statement under the Securities Act of
1933 is not then in effect with respect to the shares issuable upon such
exercise, it shall be a condition precedent that the person exercising the
option give to the Company a written representation and undertaking satisfactory
in form and substance to the Board of Directors or the Committee, and counsel,
that he is acquiring the shares for his own account for investment and not with
a view to the distribution thereof. The Company may also place a legend on the
certificates issued, restricting transfer unless in compliance with federal or
state securities laws, and a stop transfer on the stock records.

      (d) The person exercising an option shall not be considered a record
holder of the stock so purchased for any purpose until the date on which he is
actually recorded as the holder of such stock upon the stock records of the
Company.

      (e) The Company shall pay all original issue and transfer taxes with
respect to the issue and transfer of Shares of Common Stock of the Company
pursuant hereto and all other fees and expenses necessarily incurred by the
Company in connection therewith.

      (f) The aggregate fair market value (determined as of the date the option
is granted) of the stock with respect to which ISOs are exercisable for the
first time by any employee during any calendar year under all plans of the
Company (and parent and subsidiary corporations) shall not exceed $100,000.


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9.    Death of Optionee.

      (a) Upon the death of the optionee, any ISO exercisable on the date of
death may be exercised by the optionee's estate or by a person who acquires the
right to exercise such ISO by bequest or inheritance or by reason of the death
of the optionee, provided that such exercise occurs within the remaining option
term of the ISO.

      (b) The provisions of this Section shall apply notwithstanding the fact
that the optionee's employment may have terminated prior to death, but only to
the extent of any ISOs exercisable on the date of such termination.

10.   Retirement, Disability or Involuntary Termination.

      Upon the termination of the optionee's employment, the optionee may
exercise any ISO to the extent such ISO was exercisable at the date of such
termination of employment, within (a) 12 months after the date of termination of
employment due to permanent disability as defined by the Committee or (b) ninety
days after the date of termination of employment due to retirement, or due to
involuntary termination for reasons other than negligence, insubordination,
breach of contract or moral turpitude.


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11.   Termination for Other Reasons.

Except as provided in Sections 9 and 10 or except as otherwise determined by the
Committee, all Options shall terminate upon the termination date of the
optionee's employment.

12.   Other Option Conditions

      (a) Nothing in the Plan or in any option granted pursuant thereto shall
confer on any individual any right to continue in the employ of the Company or
interfere in any way with the right of the Company to terminate his employment
at any time.

      (b) No holder of any option under the Plan shall, by virtue of holding
such option, be entitled to any rights of a stock-holder in the Company.

13.   Adjustments Upon Changes in Capitalization.

      The option agreements shall Contain such provisions as the Board of
Directors or the Committee shall determine to be appropriate for the adjustment
of the kind and number of shares subject to each outstanding option, or the
exercise prices, or both, in the event of any changes in the outstanding Common
Stock of the Company by reason of stock dividends, stock splits,
recapitalizations, reorganizations, mergers, consolidations, sales or exchanges
of assets, combinations or exchange of shares, offering of subscription rights
or any other type of change.


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14.   Term of Plan.

      The Board of Directors may terminate this Plan at any time. Termination of
the Plan will not affect rights and obligations theretofore granted and then in
effect. No options may be granted later than 10 years from the date listed on
page 1 hereof as the date of the Plan's adoption.

15.   Transferability.

      Options granted under this Plan shall provide that they will not be
transferable other than by will or the laws of descent and cannot be exercised
by anyone other than the option holder during his lifetime, except that in the
case of disability, the holder's legal representative may exercise the option on
the holders behalf, and after the Grantee's death, the option may be exercised
in accordance with Section 9 above.

16.   Amendment and Revocation.

      The Board of Directors alone shall have the right to alter, amend or
revoke the Plan or any part thereof at any time and from time to time, provided,
however, that without the consent of the optionees, no change may be made in any
option theretofore granted which will impair the rights of existing optionees;
and provided further that the Board of Directors may not, without the approval
of the holders of a majority of the outstanding Common Stock, make any
alteration or amendment to the Plan which changes


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the aggregate number of shares of Common Stock which may be issued under the
Plan, extend the term of the Plan or of options granted thereunder, reduce the
option price below that now provided for in the Plan, or change the employees or
class of employees eligible to receive options thereunder.

17.   Ratification of the Plan.

      This plan shall be submitted to the stockholders of the Company for
approval at a meeting to be held within twelve months following its adoption by
the Board.


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