Exhibit 4(h)

SUTRON CORPORATION
2002 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 Companys 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 2002 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 Companys
authorized but unissued or reacquired Stock.  The
 maximum number of Shares which may be issued over
 the term of the Plan shall be four hundred thousand
(400,000), 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 employees 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 Companys 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 Optionees
 employment with the Company for
 reasons other than a Disability; (b) the termination of
 the Optionees 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 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.

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 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.

7.4	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 Companys 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 Companys 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 Companys 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.