EXHIBIT
10.20







SUTRON
CORPORATION


AMENDED
AND RESTATED 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 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 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 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 six
hundred  and fifty thousand (650,000), 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


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





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





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





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





5.           Eligibility.  Officers,
directors and key 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 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.


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




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


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





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





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





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


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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.





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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.


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





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





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





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





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





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





10.           Effective Date of Plan;
Termination.





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





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


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