<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exh101-0212.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                Exhibit 10.1

                            SMITH-MIDLAND CORPORATION

                             1994 STOCK OPTION PLAN
                      (as amended through October 1, 2002)

                                    ARTICLE 1

                               PURPOSE OF THE PLAN

     The purpose of this Plan is to encourage and enable employees,
consultants, and others (other than non-employee directors) who are in a
position to make significant contributions to the success of SMITH-MIDLAND
CORPORATION and of its affiliated corporations upon whose judgment, initiative
and efforts the Corporation depends for the successful conduct of its business,
to acquire a closer identification of their interests with those of the
Corporation by providing them with opportunities to purchase stock in the
Corporation pursuant to options granted hereunder, thereby stimulating their
efforts on behalf of the Corporation and strengthening their desire to remain
involved with the Corporation. Any employee, consultant or advisor designated to
participate in the Plan is referred to as a "Participant."

                                   ARTICLE II

                                   DEFINITIONS

     2.1  "Affiliated Corporation" means any stock corporation of which a
majority of the voting common or capital stock is owned directly or indirectly
by the Corporation.

     2.2  "Award" means an Option granted under Article V.

     2.3  "Board" means the Board of Directors of the Corporation or, if one
or more has been appointed, a Committee of the Board of Directors of the
Corporation.

     2.4  "Code" means the Internal Revenue Code of 1986, as amended from time
          to time.

     2.5  "Committee" means a Committee of not less than two members of the
          Board


<PAGE>


appointed to the Board to administer the Plan who are disinterested persons as
defined in Section 16b-3 of the Securities Exchange Act of 1934, as amended.

     2.6  "Corporation" means SMITH-MIDLAND CORPORATION, a Delaware
corporation, or its successor.

     2.7  "Employee" means any person who is a regular full-time or part-time
employee of the Corporation or an Affiliated Corporation on or after November 1,
1994.

     2.8  "Incentive Stock Option" ("ISO") means an option which qualifies as
an incentive stock option as defined in Section 422 of the Code, as amended.

     2.9  "Non-Qualified Option" means any option not intended to qualify as an
Incentive Stock Option.

     2.10  "Option" means an Incentive Stock Option or Non-Qualified Option
granted by the Board under Article V of this Plan in the form of a right to
purchase Stock evidenced by an instrument containing such provisions as the
Board may establish. Except as otherwise expressly provided with respect to an
Option grant, no Option granted pursuant to the Plan shall be an Incentive Stock
Option.

     2.11  "Participant" means a person selected by the Committee to receive an
award under the Plan.

     2.12  "Plan" means this 1994 Stock Option Plan.

     2.13  "Reporting Person" means a person subject to Section 16 of the
Securities Exchange Act of 1934, as amended, or any successor provision.

     2.14  "Restricted Period" means the period of time selected by the
Committee during which an award may be forfeited by the person.


<PAGE>


     2.15  "Stock" means the Common Stock, $.01 par value per share, of the
Corporation or any successor, including any adjustments in the event of changes
in capital structure of the type described in Article XI.

                                   ARTICLE III

                           ADMINISTRATION OF THE PLAN

     3.1  Administration by Board. This Plan shall be administered by the
Board of Directors of the Corporation. The Board may, from time to time,
delegate any of its functions under this plan to one or more Committees. All
references in this Plan to the Board shall also include the Committee or
committees, if one or more have been appointed by the Board. From time to time
the Board may increase the size of the Committee or committees and appoint
additional members thereto, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies however caused, or remove
all members of the Committee or committees and thereafter directly administer
the Plan. No member of the Board or a committee shall be liable for any action
or determination made in good faith with respect to the Plan or any options
granted hereunder.

     If a Committee is appointed by the Board, a majority of the members of
the Committee shall constitute a quorum, and all determinations of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of Committee members. The Board shall delegate the
power to select directors and officers to receive Awards under the Plan, and the
timing, pricing and amount of such Awards to a Committee, all members of which
shall be "disinterested persons" within the meaning of Rule 16b-3 under that
Act.

     3.2  Powers.  The Board of Directors and/or any Committee shall have full
and final

<PAGE>


authority to operate, manage and administer the Plan on behalf of the
Corporation.  This authority includes, but is not limited to:

     (a)    The power to grant Awards conditionally or unconditionally,

     (b)    The power to prescribe the form or forms of any instruments
            evidencing Awards granted under this Plan,

     (c)    The power to interpret the Plan,

     (d)    The power to provide regulations for the operation of the incentive
            features of the Plan, and otherwise to prescribe and rescind
            regulations for interpretation, management and administration of the
            Plan,

     (e)    The power to delegate responsibility for Plan operation, management,
            and administration on such terms, consistent with the Plan, as the
            Board may establish,

     (f)    The power to delegate to other persons the responsibility of
            performing ministerial acts in furtherance of the Plan's purpose,
            and

     (g)    The power to engage the services of persons, companies, or
            organizations in furtherance of the Plan's purpose, including
            but not limited to, banks, insurance companies, brokerage
            firms and consultants.

     3.3  Additional Powers. In addition, as to each Option to buy Stock of
the Corporation, the Board shall have full and final authority in its
discretion: (a) to determine the number of shares of Stock subject to each
Option; (b) to determine the time or times at which Options will be granted; (c)
to determine the option price of the shares of Stock subject to each Option,
which price shall be not less than the minimum price specified in Article V of
this Plan;


<PAGE>

(d) to determine the time or times when each Option shall become exercisable and
the duration of the exercise period (including the acceleration of any exercise
period), which shall not exceed the maximum period specified in Article V; (e)
to determine whether each Option granted shall be an Incentive Stock Option or a
Non-qualified Option; and (f) to waive compliance by a Participant with any
obligation to be performed by him under an Option, to waive any condition or
provision of an Option, and to amend or cancel any Option (and if an Option is
cancelled, to grant a new Option on such terms as the Board may specify), except
that the Board may not take any action with respect to an outstanding option
that would adversely affect the rights of the Participant under such Option
without such Participant's consent. Nothing in the preceding sentence shall be
construed as limiting the power of the Board to make adjustments required by
Article XI.

     In no event may the Corporation grant an Employee any Incentive
Stock Option that is first exercisable during any one calendar year to the
extent the aggregate fair market value of the Stock (determined at the time the
options are granted) exceed $100,000 (under all stock option plans of the
Corporation and any Affiliated Corporation); provided, however, that this
paragraph shall have no force and effect if its inclusion in the Plan is not
necessary for Incentive Stock Options issued under the Plan to qualify as such
pursuant to Section 422(d)(1) of the Code.

                                   ARTICLE IV

                                   ELIGIBILITY

     4.1  Eligible Employees.  All Employees (including Directors who are
Employees) are eligible to be granted Incentive Stock Option and Non-Qualified
Option Awards under this Plan.

     4.2  Consultants, Directors and other Non-Employees.  Any consultant,
director (who is an Employee) and any other Non-Employee is eligible to be
granted Non-qualified Option


<PAGE>


Awards under the Plan, provided the person has not irrevocably elected to be
ineligible to participate in the Plan.

     4.3  Relevant Factors. In selecting individual Employees, consultants,
directors and non-Employees to who Awards shall be granted, the Board shall
weigh such factors as are relevant to accomplish the purpose of the Plan as
stated in Article I.

                                    ARTICLE V

                               STOCK OPTION AWARDS

     5.1  Number of Shares. Subject to the provisions of Article XI of this
Plan, the aggregate number of shares of Stock for which Options may be granted
under this Plan shall not exceed 1,025,000 shares. The shares to be delivered
upon exercise of Options under this Plan shall be made available, at the
discretion of the Board, either from authorized but unissued shares or from
previously issued as reacquired shares of Stock held by the Corporation as
treasury shares, including shares purchased in the open market.

     Stock issuable upon exercise of an option granted under the Plan may be
subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board of Directors.

     5.2  Effect of Expiration, Termination or Surrender. If an Option under
this Plan shall expire or terminate unexercised as to any shares covered
thereby, or shall cease for any reason to be exercisable in whole or in part, or
if the Corporation shall reacquire any unvested shares issued pursuant to
Options under the Plan, such shares shall thereafter be available for the
granting of other Options under this Plan.

     5.3  Term of Options.  The full term of each Option granted hereunder shall
be for

<PAGE>

such period as the Board shall determine. In the case of Incentive Stock Options
granted hereunder, the term shall not exceed ten (10) years from the date of
granting thereof. Each Option shall be subject to earlier termination as
provided in Sections 6.3 and 6.4. Notwithstanding the foregoing, options
intended to qualify as "Incentive Stock Options" may not be granted to any
employee who at the time such option is granted owns more than ten percent (10%)
of the total combined voting power of all classes of stock of the Corporation
unless such option is not exercisable after the expiration of five (5) years
from the date such option is granted.

     5.4  Option Price. The Option price shall be determined by the Board at
the time any Option is granted. In the case of Incentive Stock Options, the
exercise price shall not be less than 100% of the fair market value of the
shares covered thereby at the time the Incentive Stock Option is granted (but in
no event less than par value), provided that no Incentive Stock Option shall be
granted hereunder to any Employee if at the time of grant the Employee, directly
or indirectly, owns Stock possessing more than 10% of the combined voting power
of all classes of stock, of the Corporation and its Affiliated Corporations
unless the Incentive Stock Option price equals not less than 110% of the fair
market value of the shares covered thereby at the time the Incentive Stock
Option is granted. In the case of Non-Qualified Stock Options, the exercise
price shall not be less than 50% of fair market value.

     5.5  Fair Market Value. If, at the time an Option is granted under the
Plan, the Corporation's Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such Option is granted and
shall mean (i) the average (on that date) of the high and low


<PAGE>

prices of the Stock on the principal national securities exchange on which the
Stock is traded, if the Stock is then traded, if the Stock is then traded on a
national securities exchange; or (ii) the last reported sale price (on that
date) of the Stock on the NASDAQ National Market System, if the Stock is not
then traded on a national securities exchange; or (iii) the closing bid price
(or average of bid prices) last quoted (on that date) by an established
quotation service for over-the- counter securities, if the Stock is not reported
on the NASDAQ National Market System. However, if the Stock is not publicly
traded at the time an Option is granted under the Plan, "fair market value"
shall be deemed to be the fair value of the Stock as determined by the Board
after taking into consideration all factors which it deems appropriate,
including, without limitation, recent sale and offer prices of the Stock in
private transactions negotiated at arm's length.

     5.6  Non-Transferability of Options. No Option granted under this Plan
shall be transferable by the grantee otherwise than by will or the laws of
descent and distribution, and such Option may be exercised during the grantee's
lifetime only by the grantee.

     5.7  Foreign Nationals.  Awards may be granted to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified.

                                   ARTICLE VI

                               EXERCISE OF OPTION

     6.1  Exercise. Each Option granted under this Plan shall be exercisable
on such date or dates and during such period and for such number of shares as
shall be determined pursuant to the provisions of the instrument evidencing such
Option. The Board shall have the right to accelerate the exercise date of any
Incentive Stock Option granted if such acceleration would


<PAGE>


violate the annual vesting limitation contained Section 422(d)(1) of the Code.

     6.2  Notice of Exercise.  A person electing to exercise an Option shall
give written notice to the Corporation of such election and of the number of
shares he or she has elected to purchase and shall at the time of exercise
tender the full purchase price of the shares he or she has elected to
purchase. The purchase price can be paid partly or completely in the shares of
the Corporation's stock valued at Fair Market Value as defined in Section 5.5
hereof, or by any such other lawful consideration as the Board may determine.
Until such person has been issued a certificate or certificates for the shares
so purchased and has fully paid the purchase price for such shares, he or she
shall possess no rights of a record holder with respect to any of such shares.
The Corporation may elect to receive payment for such shares by means of a
promissory note, provided that no officer, director or holders of 5% or more of
the Corporation's outstanding Common Stock may exercise any stock option and
make payment for such shares by means of a promissory note.


     6.3  Option Unaffected by Change in Duties. No Incentive Stock Option (and,
unless otherwise determined by the Board of Directors, no Non-Qualified
Option granted to a person who is, on the date of the grant, an Employee of the
Corporation or an Affiliated Corporation) shall be affected by any change of
duties or position of the optionee (including transfer to or from an Affiliated
Corporation), so long as he or she continues to be an Employee. Employment shall
be considered as continuing uninterrupted during any bona fide leave of absence
(such as those attributable to illness, military obligations or governmental
service) provided that the period of such leave does not exceed 90 days or, if
longer, any period during which such optionee's right to reemployment is
guaranteed by statute. A bona fide leave of absence with the written approval


<PAGE>


of the Board shall not be considered an interruption of employment under the
Plan, provided that such written approval contractually obligates the
corporation or any Affiliated Corporation to continue the employment of the
optionee after the approved period of absence.

     If the optionee shall cease to be an Employee for any reason other than
death, such Option shall thereafter be exercisable only to the extent of the
purchase rights, if any, which have accrued as of the date of such cessation;
provided that (i) the Board may provide in the instrument evidencing any Option
that the Board may in its absolute discretion, upon any such cessation of
employment, determine (but be under no obligation to determine) that such
accrued purchase rights shall be deemed to include additional shares covered by
such Option; and (ii) unless the Board shall otherwise provide in the instrument
evidencing any Option, upon any such cessation of employment, such remaining
rights to purchase shall in any event terminate upon the earlier of (A) the
expiration of the original term of the Option; or (B) where such cessation of
employment is on account of disability, the expiration of one year from the date
of such cessation of employment and, otherwise, the expiration of three months
from such date. For purposes of the Plan, the term "disability" shall mean
"permanent and total disability" as defined in Section 22(e)(3) of the Code.

     In the case of a Participant who is not an employee, provisions
relating to the exercisability of an Option following termination of service
shall be specified in the award. If not so specified, all Options held by such
Participant shall terminate on termination of service to the Corporation.

     6.4  Death of Optionee.  Should an optionee die while in possession of the
legal right to exercise an Option or Options under this Plan, such persons as
shall have acquired, by will or


<PAGE>


by the laws of descent and distribution, the right to exercise any Options
theretofore granted, may, unless otherwise provided by the Board in any
instrument evidencing any Option, exercise such Options at any time prior to one
year from the date of death; provided, that such Option or Options shall expire
in all events no later than the last day of the original term of such Option;
provided, further, that any such exercise shall be limited to the purchase
rights which have accrued as of the date when the optionee ceased to be an
Employee, whether by death or otherwise, unless the Board provides in the
instrument evidencing such Option that, in the discretion of the Board,
additional shares covered by such Option may become subject to purchase
immediately upon the death of the optionee.

                                   ARTICLE VII

                            REPORT PERSON LIMITATIONS

     To the extent required to qualify for the exemption provided by Rule
16b-3 under the Securities Exchange Act of 1934, as amended, and any successor
provision, at least six months must elapse from the date of acquisition of an
Option by a Reporting person to the date of disposition of such Option (other
than upon exercise) or its underlying Common Stock.

                                  ARTICLE VIII

                         TERMS AND CONDITIONS OF OPTIONS

     Options shall be evidenced by instruments (which need not be identical)
in such forms as the Board may from time to time approve. Such instruments shall
conform the terms and conditions set forth in Articles V and VI hereof and may
contain such other provisions as the Board deems advisable which are not
inconsistent with the Plan, including restrictions applicable to shares of Stock
issuable upon exercise of Options. In granting any Non-Qualified Option, the


<PAGE>

Board may specify that such Non-Qualified Option shall be subject to the
restrictions set forth herein with respect to Incentive Stock Options, or to
such other termination and cancellation provisions as the Board may determine.
The Board may from time to time confer authority and responsibility on one or
more of its own members and/or one or more officers of the Corporation to
execute and deliver such instruments. The proper officers of the Corporation are
authorized and directed to take any and all action necessary or advisable from
time to time to carry out the terms of such instruments.

                                   ARTICLE IX

                                  BENEFIT PLANS

     Awards under the Plan are discretionary and are not a part of regular
salary. Awards may not be used in determining the amount of compensation for any
purpose under the benefit plans of the Corporation, or an Affiliated
Corporation, except as the Board may from time to time expressly provide.
Neither the Plan, an Option or any instrument evidencing an Option confers upon
any Participant any right to continue as an employee of, or consultant or
advisor to, the Corporation or an Affiliated Corporation or affect the right of
the Corporation or any Affiliated Corporation to terminate them at any time.
Except as specifically provided by the Board in any particular case, the loss of
existing or potential profits granted under this Plan shall not constitute an
element of damages in the event of termination of the relationship of a
Participant even if the termination is in violation of an obligation of the
Corporation to the Participant by contract or otherwise.



<PAGE>

                                    ARTICLE X

                  AMENDMENT, SUSPENSION OR TERMINATION OF PLAN

     The Board may suspend the Plan or any part thereof at any time or may
terminate the Plan in its entirety. Awards shall not be granted after Plan
termination. The Board may also amend the Plan from time to time, except that
amendments which affect the following subjects must be approved by stockholders
of the Corporation:

     (a)  Except as provided in Article XI relative to capital changes, the
          number of shares as to which Options may be granted pursuant to
          Article V;

     (b)  The maximum term of Options granted;

     (c)  The minimum price at which Options may be granted;

     (d)  The term of the Plan; and

     (e)  The requirements as to eligibility for participation in the Plan.

     Awards granted prior to suspension or termination of the Plan may not
be cancelled solely because of such suspension or termination, except with the
consent of the grantee of the Award.

                                   ARTICLE XI

                          CHANGES IN CAPITAL STRUCTURE

     The instruments evidencing Options granted hereunder shall be subject
to adjustment in the event of changes in the outstanding Stock of the
Corporation by reason of Stock dividends, Stock splits, recapitalizations,
reorganizations, merger, consolidations, combinations, exchanges or other
relevant changes in capitalization occurring after the date of an Award to the
same extent as would affect an actual share of Stock issued and outstanding on
the effective date of such change. Such adjustment to understanding Options
shall be made without change in the total


<PAGE>

price applicable to the unexercised portion of such options, and a corresponding
adjustment in the applicable option price per share shall be made. In the event
of any such change, the aggregate number and classes of shares for which Options
may thereafter be granted under Section 5.1 of this Plan may be appropriately
adjusted as determined by the Board so as to reflect such change.

     Notwithstanding the foregoing, any adjustments made pursuant to this
Article XI with respect to Incentive Stock Options shall be made only after the
Board, after consulting with counsel for the Corporation, determines whether
such adjustments would constitute a "Modification" of such Incentive Stock
Options (as that term is defined in Section 242 of the Code) or would cause any
adverse tax consequences for the holders of such Incentive Stock Options. If the
Board determines that such adjustments made with respect to Incentive Stock
Options would constitute a modification of such Incentive Stock Options, it may
refrain from making such adjustments.

     In the event of the proposed dissolution or liquidation of the
Corporation, each Option will terminate immediately prior to the consummation of
such proposed action or at such other time and subject to such other conditions
as the Board shall determine.

     Except as expressly provided herein, no issuance by the Corporation of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to Options. No adjustments
shall be made for dividends paid in cash or in property other than securities of
the Corporation.

     No fractional shares shall be issued under the Plan and the optionee shall
receive from the


<PAGE>

Corporation cash in lieu of such fractional shares.

                                   ARTICLE XII

                       EFFECTIVE DATE AND TERM OF THE PLAN

     The Plan shall become effective on September 1, 1994. The Plan shall
continue until such time as it may be terminated by action of the Board or the
Committee; provided, however, that no Options may be granted under this Plan on
or after the tenth anniversary of the effective date hereof.

                                  ARTICLE XIII

         CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; ISO TERMINATION

     The Board, at the written request of any optionee, may in
its discretion take such actions as may be necessary to convert such
optionee's Incentive Stock Options, that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such Incentive Stock Options, regardless of whether the optionee is an employee
of the Corporation or an Affiliated Corporation at the time of such conversion.
Such actions may include, but not be limited to, extending the exercise period
or reducing the exercise price of such Options. At the time of such conversion,
the Board or the Committee (with the consent of the optionee) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the Board
or the Committee in its discretion may determine, provided that such conditions
shall not be inconsistent with the Plan. Nothing in the Plan shall be deemed to
give any optionee the right to have such optionee's Incentive Stock Options
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Board or the Committee takes appropriate action. The Board, with
the optionee's consent, may also terminate any portion of any Incentive


<PAGE>


Stock Option that has not been exercised at the time of such termination.

                                   ARTICLE XIV

                              APPLICATION OF FUNDS

     The proceeds received by the Corporation from the sale of shares
pursuant to Options granted under the Plan shall be used for general corporate
purposes.

                                   ARTICLE XV

                             GOVERNMENTAL REGULATION

     The Corporation's obligation to sell and deliver shares of Stock under
this Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares.

                                   ARTICLE XVI

                     WITHHOLDING OF ADDITIONAL INCOME TAXES

Upon the exercise of a Non-Qualified Option or the making of a Disqualifying
Disposition (as defined in Article XVII) the Corporation, in accordance with
Section 3402(a) of the Code, may require the optionee to pay additional
withholding taxes in respect of the amount that is considered compensation
includible in such person's gross income. The Board in its discretion may
condition the exercise of an Option on the payment of such additional
withholding.

                                  ARTICLE XVII

                 NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION

      Each employee who receives an Incentive Stock Option must agree to
notify the Corporation in writing immediately after the employee makes a
Disqualifying Disposition of any Stock acquired pursuant to the exercise of an
Incentive Stock Option. A Disqualifying


<PAGE>

Disposition is any disposition (including any sale) of such Stock before the
later of (a) two years after the date the employee was granted the Incentive
Stock Option or (b) one year after the date the employee acquired Stock by
exercising the Incentive Stock Option. If the employee has died before such
stock is sold, these holding period requirements to not apply and no
Disqualifying Disposition can occur thereafter.

                                  ARTICLE XVIII

                           GOVERNING LAW; CONSTRUCTION

     The validity and construction of the Plan and the instruments
evidencing Options shall be governed by the laws of the State of Delaware
(without regard to the conflict of law principles thereof). In construing this
Plan, the singular shall include the plural and the masculine gender shall
include the feminine and neuter, unless the context otherwise requires.



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