SUTRON CORPORATION
	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.  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 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 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.

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.  Each Option shall 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 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 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 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 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.