As Filed With the Securities and Exchange Commission on February 17, 2004
Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              SONO-TEK CORPORATION
             (Exact name of registrant as specified in its charter)

================================================================================
NEW YORK                                                   14-1568099
================================================================================
================================================================================
(State or other jurisdiction of                       (I.R.S. Employer
Incorporation or organization)                       Identification No.)
================================================================================

================================================================================
2012 Rt. 9W                                                   12547
Milton, NY
================================================================================
================================================================================
(Address of Principal Executive Offices)                   (Zip Code)
================================================================================

            SONO-TEK CORPORATION1993 STOCK INCENTIVE PLAN, AS AMENDED
                 SONO-TEK CORPORATION 2003 STOCK INCENTIVE PLAN
                           (Full titles of the plans)

                            Dr. Christopher L. Coccio
                      Chief Executive Officer and President
                              Sono-Tek Corporation
                                   2012 Rt. 9W
                             Milton, New York 12547
                     (Name and address of agent for service)

                                 (845) 795-2020
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

----------------------- ------------   -------------- ------------- -----------
 Title of Securities     Amount to be    Proposed      Proposed      Amount of
                         Registered       Maximum       Maximum    Registration
                         Registered     Offering Price  Aggregate       Fee
                                          per share   Offering Price

-------------------- -------------------- --------  ------------ --------------
Common Stock, $.01    1,052,562 shares(1)  $.31(2)     $321,486       $41.34
-------------------- -------------------- --------  ------------ --------------
Common Stock, $.01    1,500,000 shares(3)  $.68(4)   $1,100,000      $129.24
-------------------- -------------------- --------  ------------ --------------
Total                 2,552,562 shares                               $170.58
-------------------- -------------------- --------- ------------ --------------

(1) Represents shares issuable upon exercise of options  previously  granted and
currently  outstanding under the Sono-Tek Corporation 1993 Stock Incentive Plan,
as amended (the "1993  Plan").
(2) Represents the weighted  average  exercise prices of the options referred to
in (1) above.
(3) Represents shares available for future grants under the Sono-Tek Corporation
2003 Stock Incentive Plan.
(4) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule  457(h)  under the  Securities  Act of 1933,  based on the
closing  stock price of the Common Stock on February  12,  2004,  as reported on
theNASD Electronic Bulletin Board


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


         The documents  containing the  information  specified in Part I of Form
S-8 (plan  information  and  registrant  information  and  employee  plan annual
information)  will be sent or given to employees as specified by Securities  and
Exchange  Commission Rule  428(b)(1).  Such documents need not be filed with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant to Item 3 of Form S-8 (Part II hereof),  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.


<PAGE>





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation Of Documents By Reference.

            The following  documents filed by the Registrant with the Commission
are incorporated by reference herein:

(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
February 28, 2003;

(b) The  Registrant's  Quarterly  Report on Form  10-QSB for the fiscal  quarter
ended May 31, 2003;

(c) The  Registrant's  Quarterly  Report on Form  10-QSB for the fiscal  quarter
ended August 31, 2003;

(d) The  Registrant's  Quarterly  Report on Form  10-QSB for the fiscal  quarter
ended November 30, 2003;

(e) The  Registrant's  Current  Report on Form 8-K filed with the  Commission on
June 19, 2003.

(f) The description of the Registrant's  Common Stock, par value $.01 per share,
contained in the Registrant's  Registration Statement on Form 8-A dated July 10,
1987.

(g) The description of the Registrant's  Common Stock, par value $.01 per share,
contained in Amendment No. 1 to the Registrant's  Registration Statement on Form
8-A dated July 27, 1998.

(h) The description of the Registrant's  Common Stock, par value $.01 per share,
contained in Amendment No. 2 to the Registrant's  Registration Statement on Form
8-A dated February 23, 1999.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof  from the date of  filing of such  documents.  The  Registrant  expressly
excludes from such  incorporation  information  furnished  pursuant to Item 9 or
Item 12 of any Current Report on Form 8-K, and the Audit Committee  Report,  the
Report of the Compensation Committee, and the Performance Graph contained in any
proxy statement filed by the Registrant pursuant to Section 14 of the Securities
Exchange  Act of 1934,  subsequent  to the date of filing  of this  Registration
Statement and before the  termination of the offering of the securities  covered
by this Registration Statement.


Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

The By-Laws of the Registrant (Article IX) provide the following:

"Section 1 - Directors and Officers:

       The Corporation  shall, to the fullest extent permitted by applicable law
       as the same exists or may  hereafter be in effect,  indemnify  any person
       who is or was made or  threatened to be made a party to or is involved in
       any threatened,  pending or completed action, suit or proceeding, whether
       civil, criminal, administrative or investigative,  including an action by
       or in the right of the Corporation to procure a judgment in its favor and
       an  action by or in the  right of any  other  corporation  of any type or
       kind,  domestic or foreign,  or any  partnership,  joint venture,  trust,
       employee benefit plan or any other entity,  which any director or officer
       of the  Corporation is serving,  has served or has agreed to serve in any
       capacity  at the request of the  Corporation,  by reason of the fact that
       such  person or such  person's  testator  or  intestate  is or was or has
       agreed to become a director or officer of the  Corporation,  or is or was
       serving or has agreed to serve such other corporation, partnership, joint
       venture,  trust,  employee  benefit plan or other entity in any capacity,
       against judgments, fines, amounts paid or to be paid in settlement, taxes
       or penalties, and costs, charges and expenses, including attorneys' fees,
       incurred  in  connection  with such  action or  proceeding  or any appeal
       therein; provided,  however, that no indemnification shall be provided to
       any such person if a judgment or other final adjudication  adverse to the
       director or officer  establishes  that (i) his or her acts were committed
       in bad faith or were the result of active and deliberate  dishonesty and,
       in either case, were material to the cause of action so  adjudicated,  or
       (ii) he or she  personally  gained  in fact a  financial  profit or other
       advantage to which he or she was not legally entitled.

Section 2 -  Non-Exclusivity:

       Nothing   contained   in  this  Article  IX  shall  limit  the  right  to
       indemnification  and advancement of expenses to which any person would be
       entitled  by law in the  absence  of this  Article,  or shall  be  deemed
       exclusive   of  any  other   rights   to  which   such   person   seeking
       indemnification  or  advancement of expenses may have or hereafter may be
       entitled under law, any provision of the Certificate of Incorporation, or
       By-Laws,  any  agreement  approved  by  the  Board  of  Directors,  or  a
       resolution of  shareholders  or  directors;  and the adoption of any such
       resolution or entering into of any such  agreement  approved by the Board
       of Directors is hereby authorized.

Section 3 - Continuity of Rights.

       The  indemnification  and advancement of expenses provided by, or granted
       pursuant  to,  this  Article IX shall (i) apply  with  respect to acts or
       omissions  occurring  prior to the  adoption  of this  Article  IX to the
       fullest  extent  permitted  by law,  and (ii) survive the full or partial
       repeal or restrictive  amendment  hereof with respect to events occurring
       prior thereto."

Article  Six of the  Registrant's  Certificate  of  Incorporation  provides  the
following:

       "(6) The Corporation may, to the fullest extent permitted by Sections 721
       through 726 of the Business  Corporation  Law of New York,  indemnify any
       and all  directors  and  officers  whom it shall have power to  indemnify
       under the said  sections  from and against  any and all of the  expenses,
       liabilities or other matters  referred to in or covered by such sections,
       and the indemnification provided for herein shall not be deemed exclusive
       of any other rights to which the persons so  indemnified  may be entitled
       under  any  By-law,  agreement,  vote of  shareholders  or  disinterested
       directors or otherwise, both as to action in his official capacity and as
       to action in another capacity by holding such office,  and shall continue
       as to a person who has ceased to be a director or officer and shall inure
       to the  benefit  of the  heirs,  executors  and  administrators  of  such
       person."

Article Seven of the  Registrant's  Certificate  of  Incorporation  provides the
following:

       "(7) No director of the  Corporation  shall be  personally  liable to the
       Corporation  or  shareholders  for  damages  for any  breach of duty as a
       director;  provided  that this Article (7) shall  neither  eliminate  nor
       limit liability:  (a) if judgment or other final adjudication  adverse to
       such director  establishes  that his or her acts or omissions were in bad
       faith or involved intentional misconduct or a knowing violation of law or
       that he or she  personally  gained  in fact a  financial  profit or other
       advantage to which he or she was not legally  entitled or that his or her
       acts violated Section 719 of the Business Corporation law; or (b) for any
       act or omission  prior to the  effectiveness  of this  Article  (7).  Any
       repeal of or modification to the provisions of this Article (7) shall not
       adversely affect any right or protection of a director of the Corporation
       existing pursuant to this Article (7) immediately prior to such repeal or
       modification."


Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.

3.1 Certificate of Incorporation of the Registrant dated March 21, 1975.

3.2 Certificate of Amendment of the Certificate of Incorporation of the
    Registrantfiled November 20, 1978.

3.3  Certificate  of  Amendment  of  the  Certificate  of  Incorporation  of the
Registrant filed August 18, 1986.

3.4  Certificate  of  Amendment  of  the  Certificate  of  Incorporation  of the
Registrant filed September 17, 1986.

3.5  Certificate  of  Amendment  of  the  Certificate  of  Incorporation  of the
Registrant filed August 31,1989.

3.6  Certificate  of  Amendment  to  the  Certificate  of  Incorporation  of the
Registrant filed December 15, 1989.

3.7  Certificate of Change of the Registrant filed March 23, 1994.

3.8  Certificate  of  Amendment  of  the  Certificate  of  Incorporation  of the
Registrant filed May 3, 1994.

3.9  Certificate  of  Amendment  of  the  Certificate  of  Incorporation  of the
Registrant filed November 9, 1999.

3.10  By-laws of the Company as amended June 26, 1998.

4.1   Sono-Tek Corporation 1993 Stock Incentive Plan, as amended.

4.2   Sono-Tek Corporation 2003 Stock Incentive Plan.

4.3   Form of Incentive Stock Option Agreement.

5.1   Opinion of David M. Henkoff, Esq.

23.1  Consent of Radin, Glass & Co., LLP.

23.2  Consent of David M. Henkoff, Esq. (included in Exhibit 5.1).

24.1  Powers of Attorney (included herein).




Item 9. Undertakings.


         The undersigned Registrant hereby undertakes:

      (a) (l) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represents a fundamental change in the information set forth in the registration
statement;

            (iii) To include any material  information  with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities  Act of 1933 may be permitted to directors,  officers or  controlling
persons of the Registrant  pursuant to any arrangement,  provision or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that claim for indemnification  against such liabilities (other than the payment
by the  Registrant  of  expenses  incurred  or paid by a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Milton, New York, on February 13, 2004.


                              SONO-TEK CORPORATION


                      By:  /S/ Dr. Christopher L. Coccio
                           -----------------------------
                           Dr. Christopher L. Coccio,
                           Chief Executive Officer and President


         KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  directors  and
officers  of Sono-Tek  Corporation,  a New York  corporation,  which is filing a
Registration  Statement on Form S-8 with the Securities and Exchange  Commission
under  the  provisions  of  the  Securities  Act of  1933,  as  amended,  hereby
constitute  and appoint  Christopher L. Coccio and Dr. Harvey L. Berger and each
of them their true and lawful  attorney-in-fact  and agent,  with full power and
substitution and  re-substitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  such  Registration  Statement  and any or all
pre-effective and post-effective  amendments to the Registration Statement,  and
all other documents in connection  therewith to be filed with the Securities and
Exchange  Commission,  granting unto said  attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the  premises,  as fully to all  interests and
purposes  as each of them  might or could do in  person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and agent or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

-------------------------- --------------------------- -------------------------
   Signature                       Title                        Date
-------------------------- --------------------------- -------------------------
-------------------------- --------------------------- -------------------------
/S/Christopher L. Coccio   CEO, President and Director
------------------------   (Pricipal executive and          February 12, 2004
Dr. Christpher L. Coccio    accounting officer)
-------------------------- --------------------------- ------------------------
-------------------------- --------------------------- ------------------------
/s/ Samuel Schwartz        Chairman and Director            February 12, 2004
------------------------
Samuel Schwartz
-------------------------- --------------------------- ------------------------
-------------------------- --------------------------- ------------------------
/s/ Harvey L. Berger        Director                        February 12, 2004
--------------------
Dr. Harvey L. Berger
-------------------------- --------------------------- ------------------------
-------------------------- --------------------------- ------------------------
/s/ Donald F. Mowbray       Director                        February 12, 2004
---------------------
Dr. Donald F. Mowbray
-------------------------- --------------------------- ------------------------




Exhibit 3.1

                         CERTIFICATE OF INCOPORATION OF
                              SONO-TEK CORPORATION
                Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1)      The name of the proposed corporation is:
              SONO-TEK CORPORATION

(2) The  purposed  or  purposes  for which this  corporation  is formed,  are as
follows, to wit:

         To  engage  in the  business  of  manufacturing,  designing,  creating,
compounding,  developing,  formulating, investing, patenting, owning, acquiring,
producing,  processing,  constructing,  storing, applying, assembling, adapting,
conducting,  operating,  using, preparing for market, exhibiting,  distributing,
installing,   buying,  selling,   disposing,   leasing,   renting,   mortgaging,
exploiting,   licensing,  exchanging,   reconstructing,   repairing,  importing,
exporting,  and  generally  dealing in and with  household and  industrial  fuel
combustion systems including but not limited to all kinds of burners,  furnaces,
fuel  atomizers,  stoves,  boilers,  engines,  fuel  delivery  systems,  heating
devices,  lighting  devices,  refrigerating  devices,  devices for producing and
furnishing gases, heat, light, cold, power, or electricity,  and all other kinds
of mechanical and electrical machines,  devices, and appliances and all kinds of
materials, supplies,  accessories,  equipment, devices, or other things used for
any of the  foregoing,  or in any other way  thereto  relating,  and any and all
other kinds of machinery, appliances, devices, supplies, and articles.

         To acquire such property, real and personal, as may be necessary to the
conduct of such business.

         The  powers,  rights and  privileges  provided in this  Certificate  of
Incorporation  are not to be deemed to be in  limitation of similar,  other,  or
additional  powers,  rights and privileges granted or permitted to a corporation
by the Business  Corporation Law, it being intended that this Corporation  shall
have the right to engage in such similar  activities  as like  corporations  may
lawfully engage in under the Business  Corporation Law of the State of New York,
as now in effect, or as hereafter promulgated.

         To do every thing necessary, suitable or proper for the accomplishment,
attainment  or  furtherance  of, to do every other act or thing  incidental  to,
appurtenant  to,  growing out of or connected  with,  the  purposes,  objects or
powers  set forth in this  Certificate  of  Incorporation,  whether  alone or in
association with others; to possess all the rights, powers and privileges now or
hereafter  conferred  by the laws of the  State of New York  upon a  corporation
organized  under the laws of the State of New York and, in general,  to carry on
any of the  activities  and to do any of the things herein set forth to the same
extent  and as fully as a  natural  person  or  partnership  might or could  do,
provide,  that nothing  herein set forth shall be construed as  authorizing  the
Corporation to possess any purpose,  object, or power, or to do any act or thing
forbidden by law to a Corporation  organized  under the laws of the State of New
York.

(3) The office of the corporation is to be located in the City of  Poughkeepsie,
County of Dutchess, State of New York.

(4) The  aggregate  number  of  shares  which  the  corporation  shall  have the
authority  to issue is Two Hundred  (200)  shares all of which are to be without
par value.

(5) The Secretary of State is designated as agent of the  corporation  upon whom
process  against  it may be  served.  The post  office  address  to  which  this
Secretary  of State  shall mail a copy of any process  against  the  corporation
served upon him is

                           C/O The Sono-Tek Corporation
                           272 Mill Street
                           Poughkeepsie, New York 12602

         The undersigned incorporator is of the age of eighteen years or over.

         IN WITNESS WHEREODF, this certificate has been subscribed this 21st.day
of March,  1975 by the  undersigned  who affirms that the statements made herein
are true under the penalties of perjury.

         Carl Levine                  /S/ Carl Levine
         313 Main Street              ---------------
         Poughkeepsie, NY 12601


<PAGE>


Exhibit 3.2

                            CERTIFICATE OF AMENDMENT
                                     Of the
                          CERTIFICATE OF INCORPORATION
                                       Of
                              SONO-TEK CORPORATION

                            Under Section 805 of the
                            Business Corporation Law

         We, Carl Levine and Harvey Lewis Berger, respectively the President and
Secretary of Sono-Tek Corporation, a New York Corporation,  do hereby certify as
follows:

1.  The name of the corporation is Sono-Tek Corporation.

2.  The  Certificate  of  Incorporation  of the  corporation  was  filed  by the
Department  of State on March 21, 1975.

3. Article Four of the  Certificate  of Incorporation  of the  corporation,
which provides for the aggregate  number of shares which the corporation shall
have the authority to issue, is amended hereby to read as follows:

     "(4) The aggregate  number of shares of all classes  which the  Corporation
shall have  authority  to issue is 2,000,000  common  shares of the par value of
$.01 per share."

4. Each of the 200 issued  shares of the  corporation,  no par value,  is hereby
changed into 4,250 common  shares of the par value of $.01 each, or an aggregate
of 850,000 common shares of the par value of $.01.

5.  The  foregoing   amendment  of  the  Certificate  of  Incorporation  of  the
corporation  was  authorized  by  the  written  consent  of the  holders  of all
outstanding shares entitled to vote thereon.

IN WITNESS  WHEREOF,  the President and Secretary of Sono-Tek  Corporation  have
signed this Certificate of Amendment this 19th day of November, 1978.


                                 /S/ Carl Levine
                                 Carl Levine
                                 President


/S/Harvey Lewis Berger
Harvey Lewis Berger
Secretary


<PAGE>


STATE OF NEW YORK)
                                  :      ss.:
County of Dutchess)


         CARL  LEVINE,  being first duly sworn,  deposes and says that he is the
President of Sono-Tek  Corporation,  that he has read the foregoing  certificate
and knows the contents  thereof,  and that the statements  contained therein are
true.



 /S/ Carl Levine
 ---------------
 Carl Levine


Sworn to before me this 14th day of November, 1978


          /S/ Kathleen S. Thoben
          Notary Public


<PAGE>


Exhibit 3.3

                            CERTIFICATE OF AMENDMENT
                                     Of the
                          CERTIFICATE OF INCORPORATION
                                       Of
                              SONO-TEK CORPORATION

                            Under Section 802 of the
                            Business Corporation Law

         We, HARVEY BERGER,  and MURRAY LEVINE,  respectively  the President and
Secretary of Sono-Tek Corporation, a New York Corporation,  do hereby certify as
follows:

1.  The name of the corporation is SONO-TEK CORPORATION.

2.  The  Certificate  of  Incorporation  of the  corporation  was  filed  by the
Department  of State on March 21, 1975.

3. Article Four of the Certificate of Incorporation  of the  corporation,  which
provides for the aggregate number of shares which the corporation shall have the
authority to issue, is amended hereby to read as follows:

"(4) The aggregate  number of shares of all classes which the Corporation  shall
have  authority to issue is four  million  (4,00,000)  common  shares of the par
value of $.01 per share."

4. None of the issued and outstanding shares of the corporation shall be changed
as a result of this amendment.

5.  The  foregoing   amendment  of  the  Certificate  of  Incorporation  of  the
corporation was authorized by the vote of all of the Directors the  corporation,
followed  by the vote of the  holders of a majority  of the  outstanding  shares
entitled  to vote on an  amendment  to the  Certificate  of  Incorporation  at a
meeting of shareholders.

IN WITNESS  WHEREOF,  the President and Secretary of SONO-TEK  CORPORATION  have
signed this Certificate of Amendment this 15th day of August,  1986, and affirms
that the statements contained herein are true under the penalties of perjury/


     /S/ Harvey Berger
     -----------------
     HARVEY BERGER,
     President

     /S/ Murray Levine
     -----------------
     MURRAY LEVINE,
     Secretary


<PAGE>


Exhibit 3.4

                            CERTIFICATE OF AMENDMENT
                                       Of
                          CERTIFICATE OF INCORPORATION
                                       Of
                              SONO-TEK CORPORATION

               (Under Section 805 of the Business Corporation Law)


         We the  undersigned,  CARL LEVINE and MURRAY LEVINE,  respectively  the
Chairman  of the Board and the  Secretary  of SONO-TEK  CORPORATION,  a New York
corporation, do hereby certify as follows:

1.  The name of the Corporation is SONO-TEK CORPORATION.

2.  The  Certificate  of  Incorporation  of the  Corporation  was  filed  by the
Department of State on March 21, 1975.

3. The  Certificate  of  Incorporation  as heretofore  amended is hereby further
amended as authorized by Section 801 of the Business  Corporation  Law to effect
the following amendments:

a. To increase the total number of shares of common stock which the  Corporation
is authorized to issue,  and to eliminate and release the pre-emptive  rights of
the  holders  of shares of the  common  stock of the  Corporation,  by  amending
Article Four of the  Certificate  of  Incorporation  of the  Corporation,  which
provides for the shares which the corporation shall have the authority to issue,
to read as follows:

"(4) The aggregate  number of shares of all classes which the Corporation  shall
have  authority  to issue is six million  (6,000,000)  common  shares of the par
value of $0.01 per  share.  No holder  of any  share of the  Corporation  shall,
because  of his  ownership  of  shares,  have a  pre-emptive  or other  right to
purchase,  subscribe  for,  or take  any part of any  shares  or any part of the
notes,  debentures,  bonds  or other  securities  convertible  into or  carrying
options or warrants to purchase shares of the Corporation issued, or sold by the
Corporation."

b. To provide for  indemnification  of directors  and officers as  authorized by
Sections  721  through  726 of the  Business  Corporation  Law,  by adding a new
Article Six is added to the Certificate of Incorporation to read as follows:

"(6) The  Corporation  may,  to the fullest  extent  permitted  by Sections  721
through 726 of the Business  Corporation Law of New York,  indemnify any and all
directors  and  officers  whom it shall have power to  indemnify  under the said
sections  from and against  any and all of the  expenses,  liabilities  or other
matters  referred  to in or covered by such  sections,  and the  indemnification
provided for herein  shall not be deemed  exclusive of any other rights to which
the persons so indemnified may-be entitled under any By-law,  agreement, vote of
shareholders or disinterested  directors or otherwise,  both as to action in his
official  capacity and as to action in another  capacity by holding such office,
and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs,  executors and administrators of such a
person."

4.  The  foregoing  Amendments  of  the  Certificate  of  Incorporation  of  the
Corporation  were authorized by the Board of Directors,  followed by affirmative
vote of a majority of all  outstanding  shares  entitled to vote at a Meeting of
Shareholders duly called and held on September 12, 1986.


IN  WITNESS  WHEREOF,  the  Chairman  of the Board  and  Secretary  of  SONO-TEK
CORPORATION  have  signed  this  Certificate  of  Amendment  this  16th  day  of
September,  1986 and we affirm  that  statements  made herein are true under the
penalties of perjury.


                          /S/ Carl Levine
                          ---------------
                              Carl Levine
                         Chairman of the Board



                          /S/ Murray Levine
                          -----------------
                              Murray Levine
                              Secretary


<PAGE>


Exhibit 3.5

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                           CERTIFICATE OF INCOPORATION
                                       OF
                              SONO-TEK CORPORATION

                            Under Section 805 of the
                            Business Corporation Law

         We, HARVEY BERGER and JOSEPHINE CLARKE,  respectively the President and
Secretary of Sono-Tek Corporation (the  "Corporation"),  a New York Corporation,
do hereby certify as follows:

1.  The name of the Corporation is SONO-TEK CORPORATION.

2.  The  Certificate  of  Incorporation  of the  corporation  was  filed  by the
Department of State on March 21, 1975. 3. The  Certificate of  Incorporation  as
heretofore amended is hereby further amended to limit the liability of directors
by adding a new Article Seven to the Certificate of Incorporation of the
Corporation, to read as follows:

"(7)  No  director  of  the  Corporation  shall  be  personally  liable  to  the
Corporation  or  shareholders  for damages for any breach of duty as a director,
provided that this Article (7) shall neither eliminate nor limit liability:  (a)
if a judgment or other final adjudication  adverse to such director  establishes
that his or her acts or  omissions  were in bad  faith or  involved  intentional
misconduct or a knowing  violation of law or that he or she personally gained in
fact not legally  entitled or that his or her acts  violated  Section 719 of the
Business  Corporation  law,  or  (b)  for  any  act  or  omission  prior  to the
effectiveness  of  this  Article  (7).  Any  repeal  of or  modification  to the
provisions  of this  Article  (7)  shall  not  adversely  affect  any  right  or
protection of a director of the  Corporation  existing  pursuant to this Article
(7) immediately prior to such repeal or modification".


4.  The  foregoing   amendment  of  the  Certificate  of  Incorporation  of  the
Corporation  was  authorized  by  the  vote  of  all  of  the  Directors  of the
Corporation,  followed  by  the  vote  of  the  holders  of a  majority  of  the
outstanding  shares  entitled  to vote on an  amendment  of the  Certificate  of
Incorporation  at a meeting of  shareholders  duly called and held on  September
16,1988.

IN WITNESS  WHEREOF,  the President and Secretary of SONO-TEK  CORPORATION  have
signed this Certificate of Amendment this 29th day of August,  1989, and affirms
that the statements contained herein are true under the penalties of perjury.


                       /S/ Harvey  L. Berger
                       ---------------------
                       Harvey L. Berger, President


                       /S/ Josephine Clarke
                       --------------------
                       Josephine Clarke, Secretary





<PAGE>


Exhibit 3.6

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              SONO-TEK CORPORATION

                            Under Section 805 of the
                            Business Corporation Law


         We, HARVEY BERGER and JOSEPHINE CLARKE,  respectively the President and
Secretary of Sono-Tek Corporation (the  "Corporation"),  a New York Corporation,
do hereby certify as follows:

1.  The name of the Corporation is SONO-TEK CORPORATION.

2.  The  Certificate  of  Incorporation  of the  corporation  was  filed  by the
Department of State on March 21, 1975. 3. The Certificate of  Incorporation,  as
heretofore  amended, is hereby further amended to provide for the classification
of the board of directors of the  Corporation  by adding a new Article  Eight to
the Certificate of Incorporation of the Corporation, to read as follows:

(8): The business of the  Corporation  shall be managed  under the  direction of
Board of Directors in accordance with the following:
(a) The Board  shall  consist  of six  directors,  unless  and  until  otherwise
determined  by vote of a majority of the entire board of  directors  (whether or
not there exist any vacancies in previously authorized directorships at the time
such resolution is presented to the Board for adoption).

(b) The  directors  shall be divided  into two classes,  designated  Class I and
Class II. All classes  shall be as nearly  equal in number as  possible,  and no
class  shall  include  less  than  three  directors.  The terms of office of the
directors  initially  classified shall be as follows: at the 1989 annual meeting
of shareholders, Class I directors shall be elected for a one-year term expiring
at the next annual meeting of shareholders and Class II directors for a two-year
term expiring at the second succeeding  annual meeting of shareholders.  At each
annual meeting of shareholders after such initial  classification,  directors to
replace those whose terms expire at such annual meeting shall be elected to hold
office until the second  succeeding  annual  meeting.  Each director  shall hold
office until the  expiration  of his term and until his successor is elected and
qualified or until his earlier death, resignation or removal.

(c) A director  elected to fill a vacancy  shall be elected to hold office for a
term  expiring  at the next  meeting of  shareholders  at which the  election of
directors is in the regular  order of business and until his  successor has been
elected and qualified.

(d) If the number of directors is changed,  (1) any newly created  directorships
or any decrease in directorships shall be so apportioned among the classes as to
make all classes as nearly equal in number as possible;  and (2) when the number
of directors is increased by the Board and any newly created  directorships  are
filled  by the  Board,  there  shall  be no  classification  of  the  additional
directors until the next annual meeting of shareholders.

(e) Newly  created  directorships  resulting  from an  increase in the number of
directors and vacancies occurring in the Board for any reason may be filled only
by vote of the Board.  If the number of directors  then in office is less than a
quorum,  such  newly  created  directorships  and  vacancies  may be filled by a
majority of the directors then in office.

(f) Any director  may be removed for cause by action of the Board.  Any director
may also be removed for cause (but not without cause) by the affirmative vote of
the holders of at least  two-thirds of the  outstanding  shares entitled to vote
thereon.

(g) The provisions of this Article (8) may be altered,  amended or repealed, and
any provision inconsistent herewith may be adopted, only by the affirmative vote
of the holders of at least two-thirds of all outstanding shares entitled to vote
thereon.

4.  The  foregoing   amendment  to  the  Certificate  of  Incorporation  of  the
Corporation  was  authorized  by  the  vote  of  all  of  the  Directors  of the
Corporation,  followed  by  the  vote  of  the  holders  of a  majority  of  the
outstanding  shares  entitled  to vote on an  amendment  to the  Certificate  of
Incorporation  at a meeting  of  shareholders  duly  called  and held on October
19,1989.

IN WITNESS  WHEREOF,  the President and Secretary of SONO-TEK  CORPORATION  have
signed this  Certificate of Amendment this 1st day of November 1989, and affirms
that the statements contained herein are true under the penalties of perjury.



                          /S/ Harvey L. Berger
                          --------------------
                          Harvey L. Berger, President

                          /S/ Josephine Clarke
                          --------------------
                          Josephine Clarke, Secretary



<PAGE>


Exhibit 3.7

                              CERTIFICATE OF CHANGE
                                       OF
                              SONO-TEK CORPORATION

                           Under Section 805-A of the
                            Business Corporation Law


         WE,  the   undersigned,   SAMUEL   SCHWARTZ  and  JOY  DeNITTO,   being
respectively  the Chairman of the Board and  Secretary  of Sono-Tek  Corporation
(the "Corporation"), a New York Corporation, do hereby certify as follows:

1.  The name of the Corporation is Sono-Tek Corporation.

2.  The  Certificate  of  Incorporation  of said  Corporation  was  filed by the
Department of State on March 21, 1975.

3.  The  following  was  duly  authorized  by the  Board  of  Directors  of said
Corporation:

(a) To change the location of the Corporation's office in New York from the City
of Poughkeepsie,  County of Dutchess,  to the Town of Milton,  County of Ulster,
State of New York; and

(b) To change the post office address to which the Secretary of State shall mail
a copy of any process in any action or proceeding  against the Corporation which
may be  served  upon  him or her  from c/o The  Sono-Tek  Corporation,  272 Mill
Street, Poughkeepsie, New York 12602, to:

     Sono-Tek Corporation 2012 Route 9W, Building 3 Milton, New York 12547.

         IN WITNESS  WHEREOF,  we have signed this  Certificate of Change on the
16th day of March, 1994, and we affirm that the statements  contained herein are
true under the penalties of perjury.


                                       /S/ Samuel Schwartz
                                       --------------------
                                       Samuel Schwartz,
                                       Chairman of the Board


                                       /S/ Joy DeNitto
                                       --------------------
                                       Joy DeNitto,
                                       Secretary


<PAGE>


Exhibit 3.8

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              SONO-TEK CORPORATION

                            Under Section 805 of the
                            Business Corporation Law

         We,  the   undersigned,   SAMUEL   SCHWARTZ  and  JOY  DeNITTO,   being
respectively the Chairman of the Board and Secretary of Sono-Tek Corporation,  a
New York Corporation, do hereby certify as follows:

1.  The name of the corporation is SONO-TEK CORPORATION.

2.  The  Certificate  of  Incorporation  of said  corporation  was  filed by the
Department of State on March 21, 1975.

3. Article Four of the  Certificate  of  Incorporation  of the  corporation,  as
heretofore amended,  which provides for the aggregate number of shares which the
corporation  shall  have the  authority  to  issue  and for the  elimination  of
preemptive  rights,  is hereby  further  amended to increase the total number of
shares of common stock which the corporation is authorized to issue, by amending
Article Four of the Certificate of  Incorporation  of the corporation to read as
follows:

" (4) The aggregate number of shares of all classes which the Corporation  shall
have authority to issue is twelve million  (12,000,000) common shares of the par
value of $0.01 per  share.  No holder  of any  share of the  Corporation  shall,
because  of his  ownership  of  shares,  have a  pre-emptive  or other  right to
purchase,  subscribe  for,  or take  any part of any  shares  or any part of the
notes,  debentures,  bonds or other securities convertible into or carry options
or warrants to purchase  shares of the Corporation  issued,  optioned or sold by
the Corporation."

4. None of the issued and outstanding shares of the corporation shall be changed
as a result of this amendment.

5.  The  foregoing   amendment  of  the  Certificate  of  Incorporation  of  the
corporation  was  authorized by vote of the Board of Directors,  followed by the
affirmative vote of the holders of a majority of all outstanding shares entitled
to vote  thereon at a Meeting of  Shareholders  duly called and held on November
16, 1993.


IN  WITNESS  WHEREOF,  the  Chairman  of the Board  and  Secretary  of  SONO-TEK
CORPORATION  have signed this  Certificate  of Amendment this 21st day of April,
1994,  and we affirm  that the  statements  contained  herein are true under the
penalties of perjury.


                               /S/ Samuel Schwartz
                               -------------------
                               Samuel Schwartz,
                               Chairman of the Board

                              /S/ Joy DeNitto
                               ----------------------
                                  Joy DeNitto
                                  Secretary


<PAGE>


Exhibit 3.9

                            CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                                       OF
                              SONO-TEK CORPORATION

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW



1.  The name of the corporation is SONO-TEK CORPORATION.

2.  The  certificate  of  incorporation  of said  corporation  was  filed by the
Department of State on the 21st day of March 1975.

3. (a) The  certificate  of  incorporation  is amended to increase the number of
authorized shares of the corporation.

(b) To effect the foregoing, Article Four of the Certificate of Incorporation is
amended to read as follows:

(4) THE AGGREGATE  NUMBER OF SHARES OF ALL CLASSES WHICH THE  CORPORATION  SHALL
HAVE AUTHORITY TO ISSUE IS TWENTY-FIVE  MILLION  (25,000,000) COMMON SHARES, PAR
VALUE $0.01 PER SHARE. NO HOLDER OF ANY SHARE OF THE CORPORATION SHALL,  BECAUSE
OF HIS  OWNERSHIP  OF SHARES,  HAVE A  PRE-EMPTIVE  OR OTHER RIGHT TO  PURCHASE,
SUBSCRIBE  FOR,  OR  TAKE  ANY  PART OF ANY  SHARES  OR ANY  PART OF THE  NOTES,
DEBENTRURES,  BONDS OR OTHER SECURITIES  CONVERTIBLE INTO OR CARRYING OPTIONS OR
WARRANTS TO PURCHASE SHARES OF THE CORPORATION  ISSUED,  OPTIONED OR SOLD BY THE
CORPORATION

4.  The  amendment  was  authorized  by the  vote  of all the  directors  of the
Corporation,  followed  by  the  vote  of  the  holders  of a  majority  of  the
outstanding  shares  entitled  to vote on an  amendment  to the  Certificate  of
Incorporation at the annual meeting of shareholders on September 30, 1999.


                                 /S/ James L. Kehoe
                                Name: James Kehoe
                                Title: Chief Executive Officer



<PAGE>


Exhibit 3.10
                                     BY-LAWS
                                       OF
                 SONO-TEK CORPORATION, AS AMENDED June 26, 1998


                               ARTICLE I - OFFICES

The office of the  Corporation  shall be  located in the City,  County and State
designated in the  Certificate of  Incorporation  or Certificate of Change.  The
Corporation may also maintain offices at such other places within or without the
United States as the Board of Directors may, from time to time, determine.

                      ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the  shareholders of the Corporation  shall be held within
seven  months  after the close of the fiscal  year of the  Corporation,  for the
purpose of  electing  directors,  and  transacting  such other  business  as may
properly come before the meeting.

Section 2 - Special Meetings:

Special  meetings of the  shareholders may be called at any time by the Board of
Directors or by the Chief  Executive  Officer (CEO),  and shall be called by the
CEO or the Secretary at the written request of the holders of ten per cent (10%)
of the shares then  outstanding  and entitled to vote  thereat,  or as otherwise
required under the provisions of the Business Corporation Law.

Section 3 - Place of Meetings:

All  meetings  of  shareholders  shall be held at the  principal  office  of the
Corporation,  or at such other places within or without the State of New York as
shall be designated in the notices or waivers of notice of such meetings.

Section 4 - Notice of Meetings:

(a) Written notice of each meeting of  shareholders,  whether annual or special,
stating  the time when and place where it is to be held,  shall be given  either
personally  or by first class mail,  not fewer than ten nor more than sixty days
before the date of the meeting,  provided,  however,  that a copy of such notice
may be given by third class mail not fewer than  twenty-four nor more than sixty
days before the date of the meeting,  to each  shareholder of record entitled to
vote at such meeting,  and to any other shareholder to whom the giving of notice
may be required by law.


(b)  Notice of any  meeting  need not be given to any  person  who may  become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting.  Notice of any adjourned  meeting of  shareholders
need not be given, unless otherwise required by statute.

Section 5 - Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Certificate of
Incorporation  (such  Certificate and any amendments  thereof being  hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of shareholders  of the  Corporation,  the presence at the  commencement of such
meetings in person or by proxy of  shareholders  holding of record a majority of
the total number of shares of the  Corporation,  then issued and outstanding and
entitled to vote,  shall be necessary and  sufficient to constitute a quorum for
the  transaction of any business.  The withdrawal of any  shareholder  after the
commencement  of a meeting  shall have no effect on the  existence  of a quorum,
after a quorum has been established at such meeting.

(b)  Despite  the  absence  of a quorum at any  annual  or  special  meeting  of
shareholders,  the shareholders,  by a majority of the votes cast by the holders
of shares  entitled  to vote  thereon,  may  adjourn  the  meeting.  At any such
adjourned  meeting at which a quorum is present,  any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
had been present.

Section 6 - Voting:

(a)  Except  as  otherwise   provided  by  statute  or  by  the  Certificate  of
Incorporation,  any corporate action, other than the election of directors to be
taken by vote of the  shareholders,  shall be  authorized by a majority of votes
cast at a meeting of  shareholders  by the  holders of shares  entitled  to vote
thereon.

(b)  Except  as  otherwise   provided  by  statute  or  by  the  Certificate  of
Incorporation,  at each meeting of shareholders,  each holder of record of stock
of the Corporation  entitled to vote thereat,  shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided,  however, that the instrument authorizing
such  proxy to act shall  have  been  executed  in  writing  by the  shareholder
himself,  or by his  attorney-in-fact  thereunto duly authorized in writing.  No
proxy shall be valid after the  expiration of eleven months from the date of its
execution,  unless the persons  executing  it shall have  specified  therein the
length of time it is to continue in force. Such instrument shall be exhibited to
the  Secretary  at the  meeting  and  shall be filed  with  the  records  of the
Corporation.

(d) Any  resolution in writing,  signed by all of the  shareholders  entitled to
vote thereon,  shall be and constitute action by such shareholders to the effect
therein  expressed,  with the same force and effect as if the same had been duly
passed by  unanimous  vote at a duly  called  meeting of  shareholders  and such
resolution  so signed  shall be inserted  in the Minute Book of the  Corporation
under its proper date.

                        ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:

(a) The number of the  Directors  of the  Corporation  shall be six (6),  unless
otherwise  determined  by vote of a majority  of the entire  Board of  Directors
(whether or not there exist any vacancies in previously authorized directorships
at the time such resolution is presented to the Board for adoption).  The number
of directors shall not be less than three.

(b)  Except  as may  otherwise  be  provided  herein  or in the  Certificate  of
Incorporation,  the members of the Board of  Directors of the  Corporation,  who
need not be shareholders, shall be elected by a plurality of the votes cast at a
meeting  of  shareholders  by the  holders  of  shares  entitled  to vote in the
election.

(c) The  directors  shall be divided  into two classes,  designated  Class I and
Class II. All classes  shall be as nearly  equal in number as  possible,  and no
class  shall  include  less  than  three  directors.  The terms of office of the
directors  initially  classified shall be as follows: at the 1989 annual meeting
of shareholders, Class I Directors shall be elected for a one-year term expiring
at the next annual meeting of shareholders and Class II Directors for a two-year
term expiring at the second succeeding  annual meeting of shareholders.  At each
annual meeting of shareholders after such initial  classification,  directors to
replace those whose terms expire at such annual meeting shall be elected to hold
office until the second  succeeding  annual  meeting.  Each director  shall hold
office until the  expiration  of his term and until his successor is elected and
qualified or until his earlier death,  resignation or removal.  If the number of
directors is changed,  (i) any newly  created  directorships  or any decrease in
directorships  shall be so apportioned  among the classes as to make all classes
as  nearly  as equal as  possible,  and (ii) when the  number  of  directors  is
increased  by the Board of Directors  and any newly  created  directorships  are
filled  by the  Board,  there  shall  be no  classification  of  the  additional
directors until the next annual meeting of shareholders.

Section 2 - Duties and Powers:

The Board of Directors  shall be  responsible  for the control and management of
the affairs,  property and  interests of the  Corporation,  and may exercise all
powers of the Corporation,  except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the shareholders.

Section 3 - Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately
following  the annual  meeting of the  shareholders  at the place of such annual
meeting of  shareholders.  (b) The Board of  Directors,  from time to time,  may
provide by resolution for the holding of other regular  meetings of the Board of
Directors, and may fix the time and place thereof.

(c)  Notice  of any  regular  meeting  of the  Board of  Directors  shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided,  however,  that in case the Board of Directors shall fix or change the
time or place of any regular  meeting,  notice of such action  shall be given to
each  director  who shall not have been  present  at the  meeting  at which such
action  was  taken  within  the time  limited,  and in the  manner  set forth in
paragraph  (b) of  Section  4 of this  Article  III,  with  respect  to  special
meetings,  unless  such  notice  shall be  waived  in the  manner  set  forth in
paragraph (c) of such Section 4.

Section 4 - Special Meetings; Notice:

(a) Special  meetings of the Board of Directors shall be held whenever called by
the CEO or by one of the  directors,  at such time and place as may be specified
in the respective notices or waivers of notice thereof.

(b)  Notice of  special  meetings  shall be mailed  directly  to each  director,
addressed to him at his residence or usual place of business,  at least five (5)
days before the day on which the meeting is to be held,  or shall be sent to him
at such place by FAX or E-mail, or shall be delivered to him personally or given
to him orally,  not later than the day before the day on which the meeting is to
be held. A notice, or waiver of notice,  except as required by Section 8 of this
Article III, need not specify the purpose of the meeting.

(c)  Notice of any  special  meeting  shall not be  required  to be given to any
director who shall attend such meeting  without  protesting  prior thereto or at
its  commencement,  the lack of notice to him, or who submits a signed waiver of
notice,  whether  before or after the meeting.  Notice of any adjourned  meeting
shall not be required to be given.

Section 5 - Chairman:

At all meetings of the Board of Directors, the Chairman of the Board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the CEO  shall  preside,  and in his  absence,  a  Chairman  chosen  by the
directors shall preside.

Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the
entire Board shall be necessary  and  sufficient  to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation, or by these By-Laws.

(b) A majority of the directors  present at the time and place of any regular or
special meeting,  although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

(a) At all meetings of the Board of Directors,  each director present shall have
one vote,  irrespective  of the number of shares of stock,  if any, which he may
hold.

(b)  Except  as  otherwise   provided  by  statute,   by  the   Certificate   of
Incorporation,  or these  By-Laws,  the  action of a majority  of the  directors
present  at any  meeting  at which a quorum is  present  shall be the act of the
Board of Directors.  Any action  authorized,  in writing by all of the directors
entitled to vote thereon and filed with the minutes of the Corporation  shall be
the act of the Board of Directors  with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 - Newly Created Directorships and Vacancies:

Newly  created  directorships  resulting  from  an  increase  in the  number  of
directors and  vacancies  occurring in the Board of Directors for any reason may
be filled only by vote of the Board.  If the number of directors  then in office
is less than a quorum,  such newly  created  directorships  and vacancies may be
filled by a majority of the directors then in office. A director elected to fill
a vacancy,  however caused,  shall be elected to hold office for a term expiring
at the next meeting of shareholders at which the election of directors is in the
regular  order  of  business  and  until  his  successor  has been  elected  and
qualified.

Section 9 - Resignations:

Any  director  may resign at any time by giving  written  notice to the Board of
Directors,  the  CEO  or the  Secretary  of the  Corporation.  Unless  otherwise
specified  in such  written  notice,  such  resignation  shall take  effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.

Section 10 - Removal:

Except as  prohibited  by law,  any or all of the  directors  may be removed for
cause by the  affirmative  vote of the  holders  of at least  two-thirds  of the
outstanding  shares  entitled to vote thereon.  Any or all of the directors also
may be removed for cause by action of the Board.

Section 11 - Salary:

No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance,  if
any, may be allowed for  attendance  at each  regular or special  meeting of the
Board;  provided,  however,  that nothing herein contained shall be construed to
preclude any director  from serving the  Corporation  in any other  capacity and
receiving compensation therefor.



Section 12 - Contracts:

(a) No contract or other  transaction  between  this  Corporation  and any other
corporation shall be impaired,  affected or invalidated,  nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other  corporation,  provided  that such facts are
disclosed or made known to the Board of Directors.

(b) Any  director,  personally  and  individually,  may be a party  to or may be
interested in any contract or transaction of this  Corporation,  and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize,  approve or ratify such contract or
transaction  by the vote  (not  counting  the vote of any  such  director)  of a
majority of a quorum,  notwithstanding  the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting.  This Section shall not
be construed to impair or  invalidate or in any way affect any contract or other
transaction  which would otherwise be valid under the law (common,  statutory or
otherwise) applicable thereto.

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time  designate  from among its members an executive  committee
and  such  other  committees,  and  alternate  members  thereof,  as  they  deem
desirable,  each  consisting  of two or  more  members,  with  such  powers  and
authority  (to  the  extent  permitted  by  law)  as may  be  provided  in  such
resolution. Each such committee shall serve at the pleasure of the Board.

                              ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Offices:

(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer,  and such  other  officers,  including  a  Chairman  of the  Board of
Directors,  a Chief Executive Officer, a Chief Operating Officer and one or more
Vice Presidents, as the Board of Directors may from time to time deem advisable.
Any officer other than the Chairman of the Board of Directors may be, but is not
required to be, a director of the  Corporation.  Any two or more  offices may be
held by the same person.

(b) The officers of the  Corporation  shall be elected by the Board of Directors
at the  regular  annual  meeting of the Board  following  the annual  meeting of
shareholders.

(c) Each  officer  shall hold  office  until the annual  meeting of the Board of
Directors next succeeding his election,  and until his successor shall have been
elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such  resignation
to the Board of Directors,  or to the CEO or the  Secretary of the  Corporation.
Unless otherwise  specified in such written notice,  such resignation shall take
effect upon receipt  thereof by the Board of Directors or by such  officer,  and
the acceptance of such resignation shall not be necessary to make it effective.

Section 3 - Removal:

Any  officer  may be  removed,  either  with or without  cause,  and a successor
elected by the Board at any time.

Section 4 - Vacancies:

A vacancy  in any  office by reason  of death,  resignation,  inability  to act,
disqualification,  or any  other  cause,  may at any  time  be  filled  for  the
unexpired portion of the term by the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation  shall,  unless  otherwise  provided by the Board of
Directors,  each have such  powers  and  duties as  generally  pertain  to their
respective  offices  as well as such  powers  and  duties as may be set forth in
these By-Laws, or may from time to time be specifically  conferred or imposed by
the Board of Directors.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer,  employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct,  conditioned  upon
the  faithful   performance  of  his  duties  to  the   Corporation,   including
responsibility for negligence and for the accounting for all property,  funds or
securities of the Corporation which may come into his hands.

Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other  corporation,  any
right or power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers,  consents,
proxies or other  instruments)  may be exercised on behalf of the Corporation by
the CEO,  the  President,  or such other  person as the Board of  Directors  may
authorize.

                           ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a) The  certificates  representing  shares of the Corporation  shall be in such
form as shall be adopted by the Board of  Directors,  and shall be numbered  and
registered in the order issued. They shall bear the holder's name and the number
of shares,  and shall be signed by (i) the  Chairman  of the Board or the CEO or
the President,  and (ii) the Secretary or Treasurer,  or any Assistant Secretary
or Assistant Treasurer, and may bear the corporate seal.

(b) No certificate  representing shares shall be issued until the full amount of
consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of  Directors  may  authorize  the  issuance of  certificates  for
fractions of a share which shall entitle the holder to exercise  voting  rights,
receive dividends and participate in liquidating distributions, in proportion to
the  fractional  holdings;  or it may  authorize the payment in cash of the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are  determined;  or it may  authorize  the issuance,  subject to such
conditions  as may be  permitted by law, of scrip in  registered  or bearer form
over the signature of an officer or agent of the  Corporation,  exchangeable  as
therein provided for full shares, but such scrip shall not entitle the holder to
any rights of a shareholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates:

The  holder of any  certificate  representing  shares of the  Corporation  shall
immediately notify the Corporation of any loss or destruction of the certificate
representing  the same. The Corporation may issue a new certificate in the place
of any  certificate  theretofore  issued  by it,  alleged  to have  been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors  in its  discretion  may require,  the Board of Directors  may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives,  to give the  Corporation  a bond in such sum as the  Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims,  loss,  liability or damage it may
suffer on account of the issuance of the new certificate.  A new certificate may
be issued  without  requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.

Section 3 - Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of
the Corporation  only by the holder of record thereof,  in person or by his duly
authorized  attorney,  upon  surrender for  cancellation  of the  certificate or
certificates  representing such shares,  with an assignment or power of transfer
endorsed thereon or delivered therewith,  duly executed,  with such proof of the
authenticity  of the  signature  and of  authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to  recognize  any legal,  equitable or other claim to, or interest
in,  such  share or shares on the part of any other  person,  whether  or not it
shall have  express  or other  notice  thereof,  except as  otherwise  expressly
provided by law.

Section 4 - Record Date:

In lieu of closing the share records of the Corporation,  the Board of Directors
may fix, in advance, a date not exceeding sixty days, nor less than ten days, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meeting of  shareholders,  or to consent to any  proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any  other  action.  If no  record  date is fixed,  the  record  date for the
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which  notice  is given,  or,  if no  notice  is given,  the day on which the
meeting is held;  the record  date for  determining  shareholders  for any other
purpose shall be at the close of business on the day on which the  resolution of
the directors relating thereto is adopted.  When a determination of shareholders
of record  entitled to notice of or to vote at any meeting of  shareholders  has
been  made as  provided  for  herein,  such  determination  shall  apply  to any
adjournment  thereof,  unless  the  directors  fix a new  record  date  for  the
adjourned meeting.

                             ARTICLE VI - DIVIDENDS

Subject to applicable  law,  dividends may be declared and paid out of any funds
available therefor,  as often, in such amounts, and at such time or times as the
Board of Directors may determine.

                            ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.

                          ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.

                          ARTICLE IX - INDEMNIFICATION

Section 1 -  Directors and Officers:

The Corporation  shall, to the fullest extent permitted by applicable law as the
same exists or may  hereafter be in effect,  indemnify  any person who is or was
made or  threatened  to be made a party  to or is  involved  in any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or  investigative,  including an action by or in the right of the
Corporation  to procure a judgment in its favor and an action by or in the right
of any  other  corporation  of any type or kind,  domestic  or  foreign,  or any
partnership,  joint venture,  trust,  employee benefit plan or any other entity,
which any director or officer of the  Corporation is serving,  has served or has
agreed to serve in any capacity at the request of the Corporation,  by reason of
the fact that such person or such  person's  testator or  intestate is or was or
has agreed to become a director  or  officer  of the  Corporation,  or is or was
serving  or has  agreed to serve  such  other  corporation,  partnership,  joint
venture,  trust, employee benefit plan or other entity in any capacity,  against
judgments, fines, amounts paid or to be paid in settlement,  taxes or penalties,
and  costs,  charges  and  expenses,  including  attorneys'  fees,  incurred  in
connection  with such  action or  proceeding  or any appeal  therein;  provided,
however,  that no  indemnification  shall be  provided  to any such  person if a
judgment  or  other  final  adjudication  adverse  to the  director  or  officer
establishes  that (i) his or her acts  were  committed  in bad faith or were the
result of active and deliberate dishonesty and, in either case, were material to
the cause of action so adjudicated,  or (ii) he or she personally gained in fact
a  financial  profit  or other  advantage  to  which  he or she was not  legally
entitled.

Section 2 -  Non-Exclusivity:

Nothing  contained in this  Article IX shall limit the right to  indemnification
and  advancement of expenses to which any person would be entitled by law in the
absence of this  Article,  or shall be deemed  exclusive  of any other rights to
which such person seeking indemnification or advancement of expenses may have or
hereafter  may be  entitled  under law,  any  provision  of the  Certificate  of
Incorporation,  or By-Laws, any agreement approved by the Board of Directors, or
a  resolution  of  shareholders  or  directors;  and the  adoption  of any  such
resolution  or  entering  into of any such  agreement  approved  by the Board of
Directors is hereby authorized.

Section 3 - Continuity of Rights.

The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article IX shall (i) apply with respect to acts or omissions  occurring
prior to the adoption of this Article IX to the fullest extent permitted by law,
and (ii) survive the full or partial repeal or restrictive amendment hereof with
respect to events occurring prior thereto.

                             ARTICLE X - AMENDMENTS

Section 1 - By Shareholders:

All By-Laws of the Corporation shall be subject to alteration or repeal, and new
By-Laws  may be made,  by a  majority  of the  votes of the  shares  at the time
entitled to vote in the election of any directors.



Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time,  By-Laws  of the  Corporation;  provided,  however,  that the
shareholders  entitled  to  vote  with  respect  thereto  as in this  Article  X
above-provided  may  alter,  amend  or  repeal  By-Laws  made  by the  Board  of
Directors,  except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders  or of the Board of Directors,  or to change
any  provisions  of the By-Laws  with respect to the removal of directors or the
filling  of  vacancies  in  the  Board   resulting   from  the  removal  by  the
shareholders.  If any By-Law  regulating  an impending  election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors,
the By-Law so adopted, amended or repealed, together with a concise statement of
the changes made.


<PAGE>


Exhibit 4.1

                 SONO-TEK CORPORATION 1993 STOCK INCENTIVE PLAN
                 OCTOBER 12, 1993 AS AMENDED SEPTEMBER 30, 1999

1.       OBJECTIVE OF THE PLAN.

The purpose of this 1993 Stock Incentive Plan [the "Plan"] is to enable Sono-Tek
Corporation [the "Company" or "Sono-Tek"] to compete successfully in attracting,
motivating, and retaining employees, directors, and consultants with outstanding
abilities by making it possible for them to purchase shares of Sono-Tek's Common
Stock on terms which will give them a more direct and continuing interest in the
future success of the Company's business.

This Plan is intended  to  establish a policy of  encouraging  ownership  of the
Company's Common Stock by employees,  directors, and consultants of Sono-Tek and
of  providing  incentives  for  them  to put  forth  maximum  efforts  for  it's
successful  operations.  By extending to such  individuals  the  opportunity  to
acquire proprietary interests in Sono-Tek and to participate in its success, the
Plan may be  expected  to benefit  Sono-Tek  and its  shareholders  by making it
possible  for  Sono-Tek to attract and retain the best  available  talent and by
rewarding  such  individuals  for  their  part in  increasing  the  value of the
Company's stock.

2.       DEFINITIONS.

As used herein,  the  following  terms have the meanings  hereinafter  set forth
unless the context clearly indicates to the contrary:

2.1 "Award" shall mean Options granted pursuant to this Plan.

2.2 "Award  Agreement" shall mean the agreement  between the Award Recipient and
Sono-Tek setting forth the terms and conditions of an Award.

2.3 "Award Recipient" shall mean an individual who receives an Award pursuant to
this Plan.

2.4  "Board"  and  "Board of  Directors"  shall mean the board of  directors  of
Sono-Tek.

2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.6 "Common  Stock" shall mean shares of the common stock of Sono-Tek with a par
value of $.0l.

2.7  "Company"  means  Sono-Tek  Corporation,  a New York  corporation  with its
principal offices at 2012 Route 9W, Bldg. 3, Milton, New York 12547.

2.8  "Continuous   Employment"  shall  mean  continuous  regular  employment  by
Sono-Tek.


<PAGE>



                                                                  56

A leave of absence granted in accordance  with Sono-Tek's  usual procedure which
does not operate to interrupt  continuous  employment for other benefits granted
by  Sono-Tek  shall  not  be  considered  a  termination  of  employment  nor an
interruption of Continuous Employment hereunder,  and an employee who is granted
such a leave of absence shall be considered to be  continuously  employed during
the period of such leave;  provided,  that if  regulations  under the Code or an
amendment to the Code shall establish a more restrictive definition,  of a leave
of absence, such definition shall be substituted herein.

2.9  "Non-Employee  Director"  shall mean any director who is not an employee of
the Company.

2.10  "Consultant"  shall mean any  individual or  organization  retained by the
Company to provide consulting services.

2.11 "Incentive  Stock Options" shall mean those Options  granted  hereunder as,
and intended to be,  Incentive  Stock  Options as defined in, and which by their
terms comply with, the  requirements  for such options set out in Section 422 of
the Code, and Treasury Regulations issued pursuant thereto.

2.12  "Non-Qualified  Stock Options" shall mean those Options granted  hereunder
which are not Incentive Stock Options as described in paragraph 2.11.

2.13 "Option" shall mean an option to purchase Common Stock granted  pursuant to
the provisions of this Plan.

2.14 "Ten Percent  Shareholder"  shall mean an individual  who owns,  within the
meaning of Section 422 (b) (6) of the Code,  stock  possessing  more than (1 0%)
percent of the total combined voting power of all classes of stock of Sono-Tek.

3.       STOCK RESERVED FOR THE PLAN.

One million five  hundred  thousand  (1,500,000)  shares of the  authorized  but
unissued  Common  Stock are  reserved  for issue and may be issued  pursuant  to
Awards under the Plan.

In lieu of such unissued shares,  Sono-Tek may, in its discretion,  transfer, on
the exercise of Options,  reacquired  shares or shares  bought in the market for
the purposes of the Plan,  provided that (subject to the provisions of paragraph
13) the total number of shares  which may be granted or sold  pursuant to Awards
granted under the Plan shall not exceed 1,500,000.

If any Awards  granted  under the Plan shall for any reason  terminate or expire
without  having been  exercised,  the Common  Stock not issued under such Awards
shall be available again for the purposes of the Plan.



<PAGE>


4.       ADMINISTRATION OF THE PLAN.

4.1 The Board of Directors shall  administer the Plan. The Board shall have full
authority in its discretion,  but subject to the express Provisions of the Plan,
to determine:  the  individuals to whom, and the time or times at which,  Awards
shall be granted; the number of shares to be covered by each Award; the purchase
price of the Common Stock  covered by each Option;  whether  Options shall be of
the  Incentive  Stock Option type,  or the  Non-Qualified  Stock Option type, or
both. The Board shall further have full authority at its discretion to interpret
the Plan; to prescribe,  amend and rescind rules and regulations relating to it;
to  determine  the  terms  (which  need not be  identical)  of Award  Agreements
executed and delivered  under the Plan,  including  such terms and provisions as
shall be requisite in the judgement of the Board to conform to any change in any
law or  regulation  applicable  thereto;  and to make all  other  determinations
deemed  necessary or advisable for the  administration  of the Plan. The Board's
determination on the foregoing matters shall be conclusive.

4.2  Notwithstanding  the provisions of paragraph 4.1, the selection of officers
and directors for participation in the Plan and decisions concerning the timing,
pricing  and  amount  of an Award  may,  at any time and from  time to time,  be
delegated  by the Board of  Directors  to a  committee  (the  "Committee").  The
Committee shall be not less than two directors and shall be comprised  solely of
Non-Employee  Directors,  as defined by Rule  16b-3(b)(3)(i)  of the  Securities
Exchange Act of 1934 ("1934 Act"),  or any successor  definition  adopted by the
Securities  Exchange  Commission,  and who shall each also qualify as an Outside
Director for purposes of Section  162(m) of the Code.  Any vacancy  occurring on
the  Committee  may be  filled by  appointment  by the  Board.  The Board at its
discretion  may  from  time  to  time  appoint   members  to  the  Committee  in
substitution  of  members  previously  appointed,  may  remove  members  of  the
Committee and may fill vacancies, however caused, in the Committee."

5.       ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING AWARDS.



<PAGE>


5.1 Incentive Stock Options or Non-Qualified Stock Options may be granted to any
person  who,  at the time the Award is  granted,  is  regularly  employed by the
Company or any "subsidiary  corporation" of the Company, as that term is defined
by section  424(f) of the Code, as may now or hereafter  exist.  A member of the
Board of Directors of the Company who is not also a regular,  salaried  employee
of Sono-Tek,  will not be eligible to receive Incentive Stock Options.  Further,
no  Incentive  Stock  Options may be granted  hereunder  to an  individual  who,
immediately after such Option is granted, is a Ten Percent  Shareholder,  unless
(i) the option  price is at least 110% of the fair market value of such stock on
the date of grant and (ii) the  Option  may not be  exercised  more than 5 years
after the date of grant.  In  determining  the employees to whom Awards shall be
granted,  the number of shares of Common Stock to be covered by each Award,  the
term of any Option,  and whether any such  Option  shall be an  Incentive  Stock
Option, a Non-Qualified  Stock Option,  or both, the Board or committee,  as the
case may be,  shall take into  account the duties of the  respective  employees,
their  present and potential  contributions  to the success of Sono-Tek and such
other factors as they shall deem relevant in connection with  accomplishing  the
purpose of the Plan.  An employee  who has been  granted an Award may be granted
and hold an additional Award or Awards if the Board or committee so determines.

5.2  Non-Qualified  Stock  Options  may be  granted to  Non-Employee  Directors,
Consultants  to the Company and  employees  of  affiliates  of the  Company.  In
determining the Non-Employee Directors,  Consultants and employees of affiliates
to whom Awards shall be granted, and the term and the number of shares of Common
Stock to be  covered  by each  Award,  the Board or  committee  shall  take into
account the duties of such individuals, their contribution to the Success of the
Company,  and other such factors as they shall deem relevant in connection  with
accomplishing  the purpose of the Plan. Such individuals or organizations may be
granted  and hold an  additional  Award or Awards if the Board or  committee  so
determines.

6.       OPTION PRICES.

The purchase price of Common Stock covered by each Option shall be determined by
the Board or committee,  as the case may be, but shall not be less than 100% (or
110%  in  the  case  of an  Incentive  Stock  Option  granted  to a Ten  Percent
Shareholder) of the fair market value of the Common Stock at the time the Option
is granted.  The fair market value shall mean the simple average of the high and
low sales  prices of the Common  Stock as  reported  in the report of  composite
transactions (or other source  designated by the Board or committee) on the date
on which the Option is granted.

7.       TERM OF OPTIONS.

The term of each Option  shall be for such period as the Board shall  determine,
but not more than ten years (or 5 years in the case of an Incentive Stock Option
granted to a Ten Percent  Shareholder)  from the date of granting  thereof,  and
shall be subject to earlier termination as hereinafter provided. If the original
term of any  Option  is less than ten years (or 5 years in the case of an Option
granted to a Ten Percent  Shareholder)  from the date of  granting,  the Option,
prior to its expiration,  may be amended, with the approval of the Board and the
employee,  to extend  the term so that the term as  amended is not more than ten
years (or 5 years in the case of an  Incentive  Stock  Option  granted  to a Ten
Percent  Shareholder)  from the original date of granting of such Option. To the
extent not otherwise  prohibited by law, such extension shall not constitute the
grant of a new Option and the purchase  price  specified in such Option need not
be increased.

8.       EXERCISE OF OPTIONS.



<PAGE>


8.1 In the case of Awards  granted to employees,  each Option shall provide that
it may be  exercised  as to  forty-five  percent  of the total  number of shares
covered  by such  Option on or after the date on which the  employee  shall have
completed  at least  one year of  Continuous  Employment  after the  Option  was
granted,  and as to an  additional  thirty-five  percent of the total  number of
shares  covered by such Option on or after the date on which the employee  shall
have completed at least two years of Continuous  Employment after the Option was
granted,  and as to the  final  twenty  percent  of the  total  number of shares
covered  by such  Option on or after the date on which the  employee  shall have
completed  at least three years of  Continuous  Employment  after the Option was
granted, so that upon completion of the third year of such Continuous Employment
after granting the Option,  the holder will have become entitled to purchase the
entire  number of shares  covered by the Option;  provided  that the Board shall
have  authority  to vary in advance of grant and from time to time after  grant,
the period of Continuous  Employment which shall be required for the exercise of
Options granted hereunder.

8.2 In the case of Awards  granted to  Non-Employee  Directors  each such Option
shall provide that it may be exercised as to one-half the total number of shares
covered by such Option on or after the date in which the  Non-Employee  Director
shall have  completed at least one year of service  after the Option was granted
and as to the remainder of the total number of shares  covered by such option on
or after the date of which such  Non-Employee  Director  will have  completed at
least two years of  continued  service,  provided  that the Board shall have the
authority  to vary in  advance  of grant and from time to time  after  grant the
period of service  which shall be required for the  exercise of Options  granted
hereunder.

8.3 In the case of Awards granted to Consultants, each such Option shall provide
that it may be exercised as to one-half of the total number of shares covered by
such  Option one year on or after the date the Option was  granted and as to the
remainder of the total number of shares covered by such Option,  two years after
the date the Option was granted.  The Board shall have the  authority to vary in
advance of grant and from time to time after grant the  exercise  period of such
grant.



<PAGE>


8.4 Unless otherwise provided in the Award Agreement,  a holder of an Option may
purchase all or from time to time any part of, the shares for which the right to
purchase  has  accrued to him in  accordance  with the terms of this  paragraph;
provided,  however,  that an Option  shall not be  exercised as to fewer than 50
shares,  or all the remaining shares covered by the Option, if fewer than 50, at
any one time.  The  purchase  price of the shares as to which an Option shall be
exercised shall be paid in full at the time of exercise.  at the election of the
holder of an Option (i) in cash or currency of the United States of America,  or
by  certified  check  made  payable  to the  Company  in U.S.  dollars,  (ii) by
tendering to Sono-Tek shares of the Company's Common Stock,  then owned at least
six months by him,  having a fair market value equal to the cash exercise  price
applicable  to the  purchase  price of the shares as to which an Option is being
exercised,  or (iii) partly in cash or  certified  check and partly in shares of
Sono-Tek's  Common  Stock  valued at fair market  value.  Such fair market value
shall be  determined as of the close of the business day  immediately  preceding
the day on which the Option is  exercised,  in the manner set forth in paragraph
6.  Fractional  shares of Common Stock will not be issued.  Notwithstanding  the
foregoing,  the Board  shall  have the  right to  modify,  amend or  cancel  the
provisions  of clauses (ii) and (iii) above at any time upon prior notice to the
holders of Options. Except as provided in paragraphs 10 and 11 hereof, no Option
may be  exercised  at any time  unless  the  holder  thereof  is then a  regular
employee of Sono-Tek or any Subsidiary.  The holder of an Option shall have none
of the rights of a  stockholder  with  respect  to the shares  subject to option
until such shares shall have been  registered upon the exercise of the Option on
the  transfer  books  of the  Company  in the  name  of the  person  or  persons
exercising the Option.

8.5  Notwithstanding  any other  provision  of this Plan or any  Option  granted
hereunder,  any Option  granted  hereunder  and then  out-standing  shall become
immediately  exercisable  in full (i) in the  event a tender  offer or  exchange
offer is made by any  "person"  within  the  meaning  of  Section  14 (d) of the
Securities  Exchange Act of 1934 (the "Act") or (ii) in the event of a Change in
Control;  provided  that, if in the opinion of counsel to Sono-Tek the immediate
exercisability  of such  Option,  when taken into  consideration  with all other
"parachute  payments" as defined in Section 280G of the Code, would result in an
"excess  parachute  payment" as defined in such  section,  such Option shall not
become  immediately  exercisable  except as and to the  extent  the Board in its
discretion  otherwise  determines.  For purposes of this  Section,  a "Change in
Control"  shall have occurred if (i) any "person"  within the meaning of Section
14 (d) of the Act other than a holder of any Common Stock or Preferred  Stock of
the  Company  on the  date  this  Plan is  approved  by the  Board  becomes  the
"beneficial owner" as defined in Rule 13d-3 thereunder,  directly or indirectly,
of more than 25% of Sono-Tek's  Common Stock,  (ii) during any two-year  period,
individuals  who constitute  the Board of Directors of Sono-Tek (the  "Incumbent
Board") as of the  beginning of the period cease for any reason to constitute at
least a majority  thereof,  provided  that any  person  becoming a member of the
Board of Directors  during such period whose election or nomination for election
by Sono-Tek's  stockholders was approved by a vote of at least three-quarters of
the  Incumbent  Board  (either by a specific  vote or by  approval  of the proxy
statement  of  Sono-Tek in which such person is named as a nominee for the Board
of Directors  without  objection to such  nomination)  shall be, for purposes of
this  clause  (ii),  considered  as  though  such  person  were a member  of the
Incumbent  Board, or (iii) the approval by Sono-Tek's  stock holders of the sale
of all or substantially all of the assets of Sono-Tek.  The Board may adopt such
procedures  as to notice and  exercise as may be  necessary  to  effectuate  the
acceleration of the exercisability of Options as described above.

8.6 The  aggregate  fair market value  (determined  as of the date the Option is
granted) of the stock with  respect to which  Incentive  Stock  Options  granted
under the Plan and all other stock option plans of Sono-Tek are  exercisable for
the first time by any specific  individual  during any  calendar  year shall not
exceed $100,000.

9.       NONTRANSFERABILITY OF OPTIONS

An Option  granted under the Plan shall not be  transferable  otherwise  than by
will or the laws of descent and  distribution,  and an Option may be  exercised,
during the lifetime of the employee, only by him or her.

10.      TERMINATION OF EMPLOYMENT



<PAGE>


10.1 If an employee  receiving an Option shall at any time not be an employee of
Sono-Tek, the Option shall at once terminate,  except as provided hereinafter in
this  paragraph.  In the event that the  employment  of an  employee  to whom an
Option  has  been  granted  under  the  Plan  shall be  terminated  (other  than
termination by the Company for cause as determined by the Board, or by reason of
retirement,  disability or death) such Option may,  subject to the provisions of
paragraphs  "8" and "11",  be  exercised,  to the extent that the  employee  was
entitled to do so at the date of  termination of his or her  employment,  at any
time within  sixty (60) days after such  termination,  but in no event after the
expiration of the term of the Option.  Options  granted under the Plan shall not
be affected by any change of duties or position so long as the holder  continues
to be an employee of Sono-Tek.

10.2 If a Non-Employee  Director awarded an Option shall at any time cease to be
a  Director  of the  Company,  the  Option  shall at once  terminate,  except as
provided hereinafter in this paragraph.  In the event the Non-Employee  Director
awarded an Option under the Plan shall be terminated  (other than termination by
the Company for cause as  determined by the Board,  or by reason of  retirement,
disability,  or death) such Option may,  subject to the provisions of paragraphs
"8" and "11", be  exercised,  to the extent that the Director was entitled to do
so at the date of  termination  of his or her  service,  at any time  within six
months after such termination,  but in no event after the expiration of the term
of the Option.

10.3 An Option  granted  to a  Consultant  may,  subject  to the  provisions  of
paragraphs  "8", and "11" be exercised,  to the extent that the  Consultant  was
entitled  to do so at the  date  of  the  termination  of his or her  consulting
services,  at any time within one year after such  termination,  but in no event
after the expiration of the term of the Option.

11.      RETIREMENT, DISABILITY OR DEATH OF EMPLOYEE.

If an employee to whom an Option has been  granted  under the Plan shall  retire
from Sono-Tek at normal retirement date pursuant to any pension plan provided by
Sono-Tek, or if such retirement is earlier than the employee's normal retirement
date,  and such  retirement  is with the prior  consent  of  Sono-Tek,  or if an
employee  is totally and  permanently  disabled,  such Option may be  exercised,
notwithstanding  the  provisions  of  paragraphs  "8" and "10"  hereof,  in full
without  regard to the  period of  Continuous  Employment  after the  Option was
granted at any time (a) in the case of an Incentive  Stock Option within 90 days
after  such  retirement  or  disability  retirement,  but in no event  after the
expiration of the term of the Option or (b) in the case of a Non-Qualified Stock
Option within 5 years after such retirement or disability retirement,  but in no
event after the expiration of the term of the Option.

If a person to whom an Option has been granted under the Plan shall die while he
or  she is  employed  by or in the  service  of  Sono-Tek,  such  Option  may be
exercised,  subject to the  provisions of paragraph "8", to the extent that such
person  was  entitled  to do so at the date of his  death,  by his  executor  or
administrator  or other  person  at the time  entitled  by law to such  person's
rights under the Option, at any time within such period,  not exceeding one year
after his or her death, as shall be prescribed in the Award Agreement, but in no
event after the expiration of the term of the Option.


<PAGE>



12.      NO LOANS TO HOLDERS OF OPTIONS.

Neither  Sono-Tek,  nor any company with which it is affiliated  may directly or
indirectly  lend money to any person for the purpose of assisting  him or her to
acquire or carry  shares of the Common Stock issued upon the exercise of Options
granted under the Plan.

13.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

Notwithstanding  any other  provision  of the Plan,  the  Award  Agreements  may
contain such  provisions as the Board shall  determine for the adjustment of the
number and class of shares covered by each outstanding  Award, the option prices
and the minimum numbers of shares as to which Awards shall be exercisable at any
one time in the event of changes in the  outstanding  Common  Stock by reason of
stock   dividends,    split-ups,    spin-offs,    recapitalizations,    mergers,
consolidations,  combinations  or exchanges of shares and the like;  and, in the
event of any such change in the outstanding  Common Stock,  the aggregate number
and class of shares available under the Plan and the maximum number of shares as
to which Awards may be granted to any employee shall be appropriately adjusted.

14.      SHARE WITHHOLDING.

With respect to any Award,  the Board may, in its discretion and subject to such
rules as the Board may adopt,  permit the  employee to  satisfy,  in whole or in
part, any withholding tax obligation which may arise in connection with an Award
by election to have  Sono-Tek  withhold  Common Stock having a fair market value
(calculated  in  accordance  with  paragraph  "6"  on the  date  the  amount  of
withholding tax is determined) equal to the amount of the withholding tax.

15.      NO RIGHT TO CONTINUED EMPLOYMENT.

Nothing in the Plan or in any Award  granted  or Award  Agreement  entered  into
pursuant to the Plan shall confer upon any employee the right to continue in the
employ of Sono-Tek or interfere  with the right of Sono-Tek to terminate  his or
her employment at any time.

16.      TIME OF GRANTING AWARDS.

Nothing  contained in the Plan or in any resolution to be adopted by the holders
of  voting  stock  of  Sono-Tek  shall  constitute  the  granting  of any  Award
hereunder. An Award pursuant to the Plan shall be deemed to have been granted on
the date on which  the name of the  recipient  and the  terms of the  Award  are
determined by the Board.

17.      TERMINATION AND AMENDMENT OF THE PLAN.



<PAGE>


Unless the Plan shall have been  terminated as  hereinafter  provided,  no Award
shall be granted  hereunder  after  October 12, 2003.  The Board of Directors of
Sono-Tek  may at any time  prior to that  date  terminate  the Plan or make such
modification  or  amendment  of the Plan as it shall deem  advisable;  provided,
however,  that no amendment may be made,  without the approval by the holders of
voting,  stock of Sono-Tek,  except as provided in  paragraph  13 hereof,  which
would (i) increase the maximum  number of shares for which Awards may be granted
under the Plan, (ii) change the manner of determining the minimum option prices,
(iii)  extend  the  period  during  which an Award may be  granted  or an Option
exercised, or (iv) amend the requirements as to the class of persons eligible to
receive Awards. No termination, modification, or amendment of the Plan or of any
Award  under the Plan,  may,  without the consent of the person to whom an Award
shall theretofore have been granted,  adversely affect the rights of such person
under such Award.

18.      GOVERNMENT REGULATIONS.

The  Plan  and  the  granting  and  exercising  of  Awards  thereunder,  and the
obligation of Sono-Tek to issue, sell and deliver shares,  as applicable,  under
such Awards, shall be subject to all applicable laws, rules and regulations.  In
particular, and without limiting the generality of the foregoing, as a condition
to the exercise of any Award, the Company may require the holder of an Option to
deliver to the Company (i) a written  certificate of the holder (or his personal
representative,  as the case may be) to the effect  that he is  purchasing  such
shares for  investment  and not with a view to the sale or  distribution  of any
such shares and (ii) such other certificates,  representations and agreements of
the  holder  (or his  personal  representative,  as the  case  may be) as may be
required  under the Plan or as the Company  shall also require in order that the
Company may be reasonably assured that the issuance,  delivery,  and disposition
of such shares are being and will be effected in compliance  with the Securities
Act of 1933, as amended (the "Act"), the Rules and Regulations thereunder, other
applicable  law, and the rules of each stock  exchange  upon which the shares of
Common Stock are listed, if any; provided,  however,  that if the offer and sale
of shares of Common  Stock upon  exercise of Options  granted  under the Plan is
registered  under the Act,  the holder (or his personal  representative,  as the
case may be) need not furnish the  certificate  described  in clause (i) of this
sentence. Certificates evidencing shares of Common Stock issued upon exercise of
the Option may contain such legends  reflecting  any  restrictions  upon sale or
transfer as in the view of counsel to the Company may be necessary to the lawful
and proper issuance of such certificates.

19.      SHAREHOLDER APPROVAL.

The Plan shall become  effective  upon adoption by the Board.  The Plan shall be
subject to approval by the affirmative  vote of the holders of a majority of all
outstanding  shares of capital  stock of the Company  entitled  to vote  thereon
within one (1) year before or after  adoption  of the Plan by the Board.  In the
event such shareholder approval is withheld or otherwise not received within the
given  time  period,  the Plan and all  options  which  may  have  been  granted
thereunder shall become null and void.




<PAGE>


Exhibit 4.2

                 SONO-TEK CORPORATION 2003 STOCK INCENTIVE PLAN
                                  MAY 20, 2003

1.       OBJECTIVE OF THE PLAN.

The purpose of this 2003 Stock Incentive Plan [the "Plan"] is to enable Sono-Tek
Corporation [the "Company" or "Sono-Tek"] to compete successfully in attracting,
motivating, and retaining employees, directors, and consultants with outstanding
abilities by making it possible for them to purchase shares of Sono-Tek's Common
Stock on terms which will give them a more direct and continuing interest in the
future success of the Company's business.

This Plan is intended  to  establish a policy of  encouraging  ownership  of the
Company's Common Stock by employees,  directors, and consultants of Sono-Tek and
providing  incentives  for them to put forth maximum  efforts for its successful
operations.  By  extending  to  such  individuals  the  opportunity  to  acquire
proprietary  interests in Sono-Tek and to participate  in its success,  the Plan
may be expected to benefit  Sono-Tek and its  shareholders by making it possible
for  Sono-Tek to attract and retain the best  available  talent and by rewarding
such individuals for their part in increasing the value of the Company's stock.

2.       DEFINITIONS.

As used herein,  the  following  terms have the meanings  hereinafter  set forth
unless the context clearly indicates to the contrary:

2.1 "Award" shall mean Options granted pursuant to this Plan.

2.2 "Award  Agreement" shall mean the agreement  between the Award Recipient and
Sono-Tek setting forth the terms and conditions of an Award.

2.3 "Award Recipient" shall mean an individual who receives an Award pursuant to
this Plan.

2.4  "Board"  and  "Board of  Directors"  shall mean the board of  directors  of
Sono-Tek.

2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.6 "Common  Stock" shall mean shares of the common stock of Sono-Tek with a par
value of $.0l.

2.7  "Company"  means  Sono-Tek  Corporation,  a New York  corporation  with its
principal offices at 2012 Route 9W, Bldg. 3, Milton, New York 12547.

2.8  "Continuous   Employment"  shall  mean  continuous  regular  employment  by
Sono-Tek.  A leave of  absence  granted  in  accordance  with  Sono-Tek's  usual
procedure  which does not operate to interrupt  continuous  employment for other
benefits granted by Sono-Tek shall not be considered a termination of employment
nor an interruption of Continuous Employment  hereunder,  and an employee who is
granted such a leave of absence shall be considered to be continuously  employed
during the period of such leave; provided, that if regulations under the Code or
an amendment to the Code shall  establish a more  restrictive  definition,  of a
leave of absence, such definition shall be substituted herein.

2.9  "Non-Employee  Director"  shall mean any director who is not an employee of
the Company.

2.10  "Consultant"  shall mean any  individual or  organization  retained by the
Company to provide consulting services.

2.11 "Incentive  Stock Options" shall mean those Options  granted  hereunder as,
and intended to be,  Incentive  Stock  Options as defined in, and which by their
terms comply with, the  requirements  for such options set out in Section 422 of
the Code, and Treasury Regulations issued pursuant thereto.

2.12  "Non-Qualified  Stock Options" shall mean those Options granted  hereunder
which are not Incentive Stock Options as described in paragraph 2.11.

2.13 "Option" shall mean an option to purchase Common Stock granted  pursuant to
the provisions of this Plan.

2.14 "Ten Percent  Shareholder"  shall mean an individual  who owns,  within the
meaning of Section  422 (b) (6) of the Code,  stock  possessing  more than (10%)
percent of the total combined voting power of all classes of stock of Sono-Tek.

3.       STOCK RESERVED FOR THE PLAN.

One million,  five hundred  thousand  (1,500,000)  shares of the  authorized but
unissued  Common  Stock are  reserved  for issue and may be issued  pursuant  to
Awards under the Plan.

In lieu of such unissued shares,  Sono-Tek may, in its discretion,  transfer, on
the exercise of Options,  reacquired  shares or shares  bought in the market for
the purposes of the Plan,  provided that (subject to the provisions of paragraph
13) the total number of shares  which may be granted or sold  pursuant to Awards
granted under the Plan shall not exceed 1,500,000.

If any Awards  granted  under the Plan shall for any reason  terminate or expire
without  having been  exercised,  the Common  Stock not issued under such Awards
shall be available again for the purposes of the Plan.

4.       ADMINISTRATION OF THE PLAN.

4.1 The Board of Directors shall  administer the Plan. The Board shall have full
authority in its discretion,  but subject to the express Provisions of the Plan,
to determine:  the  individuals to whom, and the time or times at which,  Awards
shall be granted; the number of shares to be covered by each Award; the purchase
price of the Common Stock  covered by each Option;  whether  Options shall be of
the  Incentive  Stock Option type,  or the  Non-Qualified  Stock Option type, or
both; and vesting  schedule.  The Board shall further have full authority at its
discretion  to interpret  the Plan;  to  prescribe,  amend and rescind rules and
regulations relating to it; to determine the terms (which need not be identical)
of Award Agreements executed and delivered under the Plan,  including such terms
and provisions as shall be requisite in the judgement of the Board to conform to
any change in any law or regulation  applicable  thereto;  and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The Board's determination on the foregoing matters shall be conclusive.

4.2  Notwithstanding  the provisions of paragraph 4.1, the selection of officers
and directors for participation in the Plan and decisions concerning the timing,
pricing  and  amount  of an Award  may,  at any time and from  time to time,  be
delegated  by the Board of  Directors  to a  committee  (the  "Committee").  The
Committee shall be not less than two directors and shall be comprised  solely of
Non-Employee  Directors,  as defined by Rule  16b-3(b)(3)(i)  of the  Securities
Exchange Act of 1934 ("1934 Act"),  or any successor  definition  adopted by the
Securities  Exchange  Commission,  and who shall each also qualify as an Outside
Director for purposes of Section  162(m) of the Code.  Any vacancy  occurring on
the  Committee  may be  filled by  appointment  by the  Board.  The Board at its
discretion  may  from  time  to  time  appoint   members  to  the  Committee  in
substitution  of  members  previously  appointed,  may  remove  members  of  the
Committee and may fill vacancies, however caused, in the Committee."

5.       ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING AWARDS.

5.1 Incentive Stock Options or Non-Qualified Stock Options may be granted to any
person who, at the time the Award is granted,  is a regular,  salaried  employee
(which term shall  include  officers and  Directors  who are  regular,  salaried
employees) of Sono-Tek. A member of the Board of Directors of the Company who is
not also a regular,  salaried  employee  of  Sono-Tek,  will not be  eligible to
receive  Incentive  Stock Options.  Further,  no Incentive  Stock Options may be
granted  hereunder  to an  individual  who,  immediately  after  such  Option is
granted, is a Ten Percent  Shareholder,  unless (i) the option price is at least
110% of the fair  market  value of such  stock on the date of grant and (ii) the
Option  may not be  exercised  more than 5 years  after  the date of  grant.  In
determining the employees to whom Awards shall be granted,  the number of shares
of Common Stock to be covered by each Award, the term of any Option, and whether
any such Option  shall be an  Incentive  Stock  Option,  a  Non-Qualified  Stock
Option,  or both,  the Board or  committee,  as the case may be, shall take into
account the duties of the  respective  employees,  their  present and  potential
contributions  to the success of Sono-Tek  and such other  factors as they shall
deem  relevant in  connection  with  accomplishing  the purpose of the Plan.  An
employee  who has been  granted an Award may be granted  and hold an  additional
Award or Awards if the Board or committee so determines.

5.2  Non-Qualified  Stock Options may be granted to  Non-Employee  Directors and
Consultants  to the Company.  In  determining  the  Non-Employee  Directors  and
Consultants  to whom  Awards  shall be  granted,  and the term and the number of
shares of Common Stock to be covered by each Award, the Board or committee shall
take into account the duties of such  individuals,  their  contributions  to the
success of the Company,  and other such  factors as they shall deem  relevant in
connection  with  accomplishing  the purpose of the Plan.  Such  individuals  or
organizations may be granted and hold an additional Award or Awards if the Board
or committee so determines.

6.       OPTION PRICES.

The purchase price of Common Stock covered by each Option shall be determined by
the Board or committee,  as the case may be, but shall not be less than 100% (or
110%  in  the  case  of an  Incentive  Stock  Option  granted  to a Ten  Percent
Shareholder) of the fair market value of the Common Stock at the time the Option
is granted.  The fair market value shall mean the simple average of the high and
low sales  prices of the Common  Stock as  reported  in the report of  composite
transactions (or other source  designated by the Board or committee) on the date
on which the Option is granted.

7.       TERM OF OPTIONS.

The term of each Option  shall be for such period as the Board shall  determine,
but not more  than ten years (or five  years in the case of an  Incentive  Stock
Option granted to a Ten Percent  Shareholder) from the date of granting thereof,
and shall be subject to earlier  termination  as  hereinafter  provided.  If the
original term of any Option is less than ten years (or five years in the case of
an Option granted to a Ten Percent  Shareholder) from the date of granting,  the
Option, prior to its expiration,  may be amended, with the approval of the Board
and the  employee,  to extend  the term so that the term as  amended is not more
than ten years (or five years in the case of an Incentive  Stock Option  granted
to a Ten Percent Shareholder) from the original date of granting of such Option.
To the  extent  not  otherwise  prohibited  by law,  such  extension  shall  not
constitute  the grant of a new Option and the purchase  price  specified in such
Option need not be increased.

8.       EXERCISE OF OPTIONS.

8.1 In the case of Awards  granted to employees,  each Option shall provide that
it may be  exercised  as to  forty-five  percent  of the total  number of shares
covered  by such  Option on or after the date on which the  employee  shall have
completed  at least  one year of  Continuous  Employment  after the  Option  was
granted,  and as to an  additional  thirty-five  percent of the total  number of
shares  covered by such Option on or after the date on which the employee  shall
have completed at least two years of Continuous  Employment after the Option was
granted,  and as to the  final  twenty  percent  of the  total  number of shares
covered  by such  Option on or after the date on which the  employee  shall have
completed  at least three years of  Continuous  Employment  after the Option was
granted, so that upon completion of the third year of such Continuous Employment
after granting the Option,  the holder will have become entitled to purchase the
entire  number of shares  covered by the Option;  provided  that the Board shall
have  authority  to vary in advance of grant and from time to time after  grant,
the period of Continuous  Employment which shall be required for the exercise of
Options granted hereunder.

8.2 In the case of Awards  granted to  Non-Employee  Directors  each such Option
shall provide that it may be exercised as to one-half the total number of shares
covered by such Option on or after the date in which the  Non-Employee  Director
shall have  completed at least one year of service  after the Option was granted
and as to the remainder of the total number of shares  covered by such option on
or after the date of which such  Non-Employee  Director  will have  completed at
least two years of  continued  service,  provided  that the Board shall have the
authority  to vary in  advance  of grant and from time to time  after  grant the
period of service  which shall be required for the  exercise of Options  granted
hereunder.

8.3 In the case of Awards granted to Consultants, each such Option shall provide
that it may be exercised as to one-half of the total number of shares covered by
such  Option one year on or after the date the Option was  granted and as to the
remainder of the total number of shares covered by such Option,  two years after
the date  the  Option  was  granted,  provided  that the  Board  shall  have the
authority  to vary in  advance  of grant and from time to time  after  grant the
exercise period of such grant.

8.4 Unless otherwise provided in the Award Agreement,  a holder of an Option may
purchase all or from time to time any part of, the shares for which the right to
purchase  has  accrued to him in  accordance  with the terms of this  paragraph;
provided,  however,  that an Option  shall not be  exercised as to fewer than 50
shares,  or all the remaining shares covered by the Option, if fewer than 50, at
any one time.  The  purchase  price of the shares as to which an Option shall be
exercised shall be paid in full at the time of exercise.  at the election of the
holder of an Option (i) in cash or currency of the United States of America,  or
by  certified  check  made  payable  to the  Company  in U.S.  dollars,  (ii) by
tendering to Sono-Tek shares of the Company's Common Stock,  then owned at least
six months by him,  having a fair market value equal to the cash exercise  price
applicable  to the  purchase  price of the shares as to which an Option is being
exercised,  or (iii) partly in cash or  certified  check and partly in shares of
Sono-Tek's  Common  Stock  valued at fair market  value.  Such fair market value
shall be  determined as of the close of the business day  immediately  preceding
the day on which the Option is  exercised,  in the manner set forth in paragraph
6.  Fractional  shares of Common Stock will not be issued.  Notwithstanding  the
foregoing,  the Board  shall  have the  right to  modify,  amend or  cancel  the
provisions  of clauses (ii) and (iii) above at any time upon prior notice to the
holders of Options. Except as provided in paragraphs 10 and 11 hereof, no Option
may be  exercised  at any time  unless  the  holder  thereof  is then a  regular
employee of Sono-Tek or any Subsidiary.  The holder of an Option shall have none
of the rights of a  stockholder  with  respect  to the shares  subject to option
until such shares shall have been  registered upon the exercise of the Option on
the  transfer  books  of the  Company  in the  name  of the  person  or  persons
exercising the Option.

8.5  Notwithstanding  any other  provision  of this Plan or any  Option  granted
hereunder,  any Option  granted  hereunder  and then  outstanding  shall  become
immediately  exercisable  in full (i) in the  event a tender  offer or  exchange
offer is made by any  "person"  within  the  meaning  of  Section  14 (d) of the
Securities  Exchange Act of 1934 (the "Act") or (ii) in the event of a Change in
Control;  provided  that, if in the opinion of counsel to Sono-Tek the immediate
exercisability  of such  Option,  when taken into  consideration  with all other
"parachute  payments" as defined in Section 280G of the Code, would result in an
"excess  parachute  payment" as defined in such  section,  such Option shall not
become  immediately  exercisable  except as and to the  extent  the Board in its
discretion  otherwise  determines.  For purposes of this  Section,  a "Change in
Control"  shall have occurred if (i) any "person"  within the meaning of Section
14 (d) of the Act other than a holder of any Common Stock or Preferred  Stock of
the  Company  on the  date  this  Plan is  approved  by the  Board  becomes  the
"beneficial owner" as defined in Rule 13d-3 thereunder,  directly or indirectly,
of more than 25% of Sono-Tek's  Common Stock,  (ii) during any two-year  period,
individuals  who constitute  the Board of Directors of Sono-Tek (the  "Incumbent
Board") as of the  beginning of the period cease for any reason to constitute at
least a majority  thereof,  provided  that any  person  becoming a member of the
Board of Directors  during such period whose election or nomination for election
by Sono-Tek's  stockholders was approved by a vote of at least three-quarters of
the  Incumbent  Board  (either by a specific  vote or by  approval  of the proxy
statement  of  Sono-Tek in which such person is named as a nominee for the Board
of Directors  without  objection to such  nomination)  shall be, for purposes of
this  clause  (ii),  considered  as  though  such  person  were a member  of the
Incumbent Board, or (iii) the approval by Sono-Tek's stockholders of the sale of
all or  substantially  all of the assets of  Sono-Tek.  The Board may adopt such
procedures  as to notice and  exercise as may be  necessary  to  effectuate  the
acceleration of the exercisability of Options as described above.

8.6 The  aggregate  fair market value  (determined  as of the date the Option is
granted) of the stock with  respect to which  Incentive  Stock  Options  granted
under the Plan and all other stock option plans of Sono-Tek are  exercisable for
the first time by any specific  individual  during any  calendar  year shall not
exceed $100,000.

9.       NONTRANSFERABILITY OF OPTIONS

An Option  granted under the Plan shall not be  transferable  otherwise  than by
will or the laws of descent and  distribution,  and an Option may be  exercised,
during the lifetime of the employee, only by him or her.

10.      TERMINATION OF EMPLOYMENT

10.1 If an employee  receiving an Option shall at any time not be an employee of
Sono-Tek, the Option shall at once terminate,  except as provided hereinafter in
this  paragraph.  In the event that the  employment  of an  employee  to whom an
Option  has  been  granted  under  the  Plan  shall be  terminated  (other  than
termination by the Company for cause as determined by the Board, or by reason of
retirement,  disability or death) such Option may,  subject to the provisions of
paragraphs  "8" and "11",  be  exercised,  to the extent that the  employee  was
entitled to do so at the date of  termination of his or her  employment,  at any
time within  sixty (60) days after such  termination,  but in no event after the
expiration of the term of the Option.  Options  granted under the Plan shall not
be affected by any change of duties or position so long as the holder  continues
to be an employee of Sono-Tek.

10.2 If a Non-Employee  Director awarded an Option shall at any time cease to be
a  Director  of the  Company,  the  Option  shall at once  terminate,  except as
provided hereinafter in this paragraph.  In the event the Non-Employee  Director
awarded an Option under the Plan shall be terminated  (other than termination by
the Company for cause as  determined by the Board,  or by reason of  retirement,
disability,  or death) such Option may,  subject to the provisions of paragraphs
"8" and "11", be  exercised,  to the extent that the Director was entitled to do
so at the date of  termination  of his or her  service,  at any time  within six
months after such termination,  but in no event after the expiration of the term
of the Option.

10.3 An Option  granted  to a  Consultant  may,  subject  to the  provisions  of
paragraphs  "8", and "11" be exercised,  to the extent that the  Consultant  was
entitled  to do so at the  date  of  the  termination  of his or her  consulting
services,  at any time within one year after such  termination,  but in no event
after the expiration of the term of the Option.

11.      RETIREMENT, DISABILITY OR DEATH OF EMPLOYEE.

If an employee to whom an Option has been  granted  under the Plan shall  retire
from Sono-Tek at normal retirement date pursuant to any pension plan provided by
Sono-Tek, or if such retirement is earlier than the employee's normal retirement
date,  and such  retirement  is with the prior  consent  of  Sono-Tek,  or if an
employee  is totally and  permanently  disabled,  such Option may be  exercised,
notwithstanding  the  provisions  of  paragraphs  "8" and "10"  hereof,  in full
without  regard to the  period of  Continuous  Employment  after the  Option was
granted at any time (a) in the case of an Incentive  Stock Option within 90 days
after  such  retirement  or  disability  retirement,  but in no event  after the
expiration of the term of the Option or (b) in the case of a Non-Qualified Stock
Option within 5 years after such retirement or disability retirement,  but in no
event after the expiration of the term of the Option.

If a person to whom an Option has been granted under the Plan shall die while he
or  she is  employed  by or in the  service  of  Sono-Tek,  such  Option  may be
exercised,  subject to the  provisions of paragraph "8", to the extent that such
person  was  entitled  to do so at the date of his  death,  by his  executor  or
administrator  or other  person  at the time  entitled  by law to such  person's
rights under the Option, at any time within such period,  not exceeding one year
after his or her death, as shall be prescribed in the Award Agreement, but in no
event after the expiration of the term of the Option.

12.      NO LOANS TO HOLDERS OF OPTIONS.

Neither  Sono-Tek,  nor any company with which it is affiliated  may directly or
indirectly  lend money to any person for the purpose of assisting  him or her to
acquire or carry  shares of the Common Stock issued upon the exercise of Options
granted under the Plan.

13.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

Notwithstanding  any other  provision  of the Plan,  the  Award  Agreements  may
contain such  provisions as the Board shall  determine for the adjustment of the
number and class of shares covered by each outstanding  Award, the option prices
and the minimum numbers of shares as to which Awards shall be exercisable at any
one time in the event of changes in the  outstanding  Common  Stock by reason of
stock   dividends,    split-ups,    spin-offs,    recapitalizations,    mergers,
consolidations,  combinations  or exchanges of shares and the like;  and, in the
event of any such change in the outstanding  Common Stock,  the aggregate number
and class of shares available under the Plan and the maximum number of shares as
to which Awards may be granted to any employee shall be appropriately adjusted.

14.      SHARE WITHHOLDING.

With respect to any Award,  the Board may, in its discretion and subject to such
rules as the Board may adopt,  permit the  employee to  satisfy,  in whole or in
part, any withholding tax obligation which may arise in connection with an Award
by election to have  Sono-Tek  withhold  Common Stock having a fair market value
(calculated  in  accordance  with  paragraph  "6"  on the  date  the  amount  of
withholding tax is determined) equal to the amount of the withholding tax.

15.      NO RIGHT TO CONTINUED EMPLOYMENT.

Nothing in the Plan or in any Award  granted  or Award  Agreement  entered  into
pursuant to the Plan shall confer upon any employee the right to continue in the
employ of Sono-Tek or interfere  with the right of Sono-Tek to terminate  his or
her employment at any time.

16.      TIME OF GRANTING AWARDS.

Nothing  contained in the Plan or in any resolution to be adopted by the holders
of  voting  stock  of  Sono-Tek  shall  constitute  the  granting  of any  Award
hereunder. An Award pursuant to the Plan shall be deemed to have been granted on
the date on which  the name of the  recipient  and the  terms of the  Award  are
determined by the Board.

17.      TERMINATION AND AMENDMENT OF THE PLAN.

Unless the Plan shall have been  terminated as  hereinafter  provided,  no Award
shall be  granted  hereunder  after  May 20,  2013.  The Board of  Directors  of
Sono-Tek  may at any time  prior to that  date  terminate  the Plan or make such
modification  or  amendment  of the Plan as it shall deem  advisable;  provided,
however, that no amendment may be made, without the approval by the holders of a
majority of voting stock of Sono-Tek, except as provided in paragraph 13 hereof,
which would (i)  increase  the maximum  number of shares for which Awards may be
granted under the Plan, (ii) change the manner of determining the minimum option
prices,  (iii)  extend  the  period  during  which an Award may be granted or an
Option  exercised,  or (iv)  amend the  requirements  as to the class of persons
eligible to receive Awards.  No termination,  modification,  or amendment of the
Plan or of any Award under the Plan,  may,  without the consent of the person to
whom an Award shall  theretofore have been granted,  adversely affect the rights
of such person under such Award.

18.      GOVERNMENT REGULATIONS.

The  Plan  and  the  granting  and  exercising  of  Awards  thereunder,  and the
obligation of Sono-Tek to issue, sell and deliver shares,  as applicable,  under
such Awards, shall be subject to all applicable laws, rules and regulations.  In
particular, and without limiting the generality of the foregoing, as a condition
to the exercise of any Award, the Company may require the holder of an Option to
deliver to the Company (i) a written  certificate of the holder (or his personal
representative,  as the case may be) to the effect  that he is  purchasing  such
shares for  investment  and not with a view to the sale or  distribution  of any
such shares and (ii) such other certificates,  representations and agreements of
the  holder  (or his  personal  representative,  as the  case  may be) as may be
required  under the Plan or as the Company  shall also require in order that the
Company may be reasonably assured that the issuance,  delivery,  and disposition
of such shares are being and will be effected in compliance  with the Securities
Act of 1933, as amended (the "Act"), the Rules and Regulations thereunder, other
applicable  law, and the rules of each stock  exchange  upon which the shares of
Common Stock are listed, if any; provided,  however,  that if the offer and sale
of shares of Common  Stock upon  exercise of Options  granted  under the Plan is
registered  under the Act,  the holder (or his personal  representative,  as the
case may be) need not furnish the  certificate  described  in clause (i) of this
sentence. Certificates evidencing shares of Common Stock issued upon exercise of
the Option may contain such legends  reflecting  any  restrictions  upon sale or
transfer as in the view of counsel to the Company may be necessary to the lawful
and proper issuance of such certificates.


19.      SHAREHOLDER APPROVAL.

The Plan shall become  effective  upon adoption by the Board.  The Plan shall be
subject to approval by the affirmative  vote of the holders of a majority of all
outstanding  shares of capital  stock of the Company  entitled  to vote  thereon
within one (1) year before or after  adoption  of the Plan by the Board.  In the
event such shareholder approval is withheld or otherwise not received within the
given  time  period,  the Plan and all  options  which  may  have  been  granted
thereunder shall become null and void.











<PAGE>


Exhibit 4.3

SONO-TEK CORPORATION

INCENTIVE STOCK OPTION AGREEMENT UNDER 1993 STOCK INCENTIVE PLAN


         THIS  AGREEMENT,   made  as  of  <<Date>>,   by  and  between  Sono-Tek
Corporation,  a New York corporation with its principal office at 2012 Route 9W,
Building 3, Milton, NY 12547 (the "Company") and <<First>> <<Last>>, residing at
<<ADDRESS>>,  <<TOWN>>, <<ST>> <<ZIP_CODE>>, an employee (the "Optionee") of the
Company as defined in the 1993 Stock Incentive Plan as amended (the "Plan").

                         W I T N E S S E T H:

         WHEREAS,  the Board of  Directors of the Company is of the opinion that
the  interests  of the  Company  will be advanced by  recognizing  employees  of
outstanding  abilities by making it possible for them to purchase  shares of the
Company's  Common  Stock  on  terms  which  will  give  them a more  direct  and
continuing interest in the future success of the Company's business;

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable consideration, the parties hereto hereby agree as follows:

         1. Subject and pursuant to all terms and conditions of the Plan, a copy
of which is  annexed  hereto as  Exhibit A and made a part  hereof as though set
forth fully herein,  the Company agrees to and does hereby grant to the Optionee
the right and option (the  "Option") to purchase all or any part of an aggregate
of  <<Number>>  shares of common stock of the Company,  par value $.01 per share
("Common  Stock") to be issued as provided in the Plan at the price of <<Price>>
per share,  subject to  adjustment  as provided in paragraph 13 of the Plan.  If
there  should be any  conflict  between  provisions  of this  Agreement  and the
provisions of the Plan, the provisions of the Plan shall control.

         2. The  Option may not be  exercised  more than ten (10) years from the
date of grant of this  Option  and may be  exercised  during  such  term only in
accordance  with  the  terms  and  provisions  of the  Plan  and the  terms  and
provisions contained herein.

         3. The  Option is  intended  to qualify as an  incentive  stock  option
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  as
amended from time to time (the "Code").

         4. The Option may be exercised  prior to the tenth  anniversary  of the
date of grant  (the  "Expiration  Date")  in  installments  of not less than 500
shares,  unless the Optionee's  aggregate  number of exercisable  Options is for
less than 500 shares,  then the Optionee must  exercise all remaining  shares of
the Option.  Each Option shall be exercisable during the respective  installment
periods set forth in the Table of Exercise below. The right of exercise shall be
cumulative  so  that  if the  Option  is not  exercised  to the  maximum  extent
permissible  during any initial  exercise  period,  it shall be exercisable,  in
whole or in part,  with respect to all shares not so purchased at any time prior
to the Expiration Date or the earlier termination of the Option.


<PAGE>





                                TABLE OF EXERCISE

-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------

-----------------------------------------------------------
-----------------------------------------------------------

-----------------------------------------------------------
-----------------------------------------------------------

-----------------------------------------------------------

         5. The Option  granted in this Option  Agreement  may be  exercised  in
whole or in part as provided in the Plan by the Optionee's delivering or mailing
to the Company written notice of exercise in the form prescribed by the Board or
by a Committee  appointed  by the Board to  administer  the Plan,  if any,  duly
signed by the  Optionee.  Such exercise  shall be effective  upon (a) receipt of
written  notice by the  Company  and (b)  payment in full to the  Company of the
purchase price upon the exercise of the Option.  The Option may not be exercised
if the issuance of shares of Common Stock upon such exercise would  constitute a
violation  of any  applicable  Federal  or  State  securities  or  other  law or
regulation.

         6. The Company shall deliver, or cause to be delivered, to the Optionee
(or his personal representative,  as the case may be) stock certificates for the
number of  shares of Common  Stock  with  respect  to which the  Option is being
exercised,  against  receipt of payment  therefor  in full by cash or  certified
check (or  equivalent  form of cash  payment  as agreed to by the  Company)  and
delivery  of  (i) a  written  certificate  of  the  Optionee  (or  his  personal
representative,  as the case may be) to the effect  that he is  purchasing  such
shares for  investment  and not with a view to the sale or  distribution  of any
such shares and (ii) such other certificates,  representations and agreements of
the  Optionee  (or his  personal  representative,  as the case may be) as may be
required  under the Plan or as the Company  shall also require in order that the
Company be reasonably  assured that the issuance,  delivery and  disposition  of
such shares are being and will be effected in compliance with the Securities Act
of 1933, as amended (the "Act"),  the Rules and  Regulations  thereunder,  other
applicable  law, and the rules of each stock  exchange  upon which the shares of
Common Stock are listed, if any; provided,  however,  that if the offer and sale
of shares of Common  Stock upon  exercise of options  granted  under the Plan is
registered under the Act, the Optionee (or his personal  representative,  as the
case may be) need not furnish the  certificate  described  in clause (i) of this
sentence. Certificates evidencing shares of Common Stock issued upon exercise of
the Option may contain such legends  reflecting  any  restrictions  upon sale or
transfer as in the view of counsel to the Company may be necessary to the lawful
and proper  issuance of such  certificates.  If  outstanding  shares of the same
class as the shares subject to the option shall be listed on any stock exchange,
the Company  shall not be obligated to deliver any shares until such shares have
been listed (or authorized for listing upon official notice of issuance) on each
such stock  exchange.  The  Company  shall use its best  efforts to effect  such
listing. Delivery of the shares of Common Stock may be made at the office of the
Company or at the office of a  transfer  agent  appointed  for the  transfer  of
shares of Common Stock.



<PAGE>


         7. In addition to and in furtherance of the provisions of the Plan, the
following terms and conditions shall apply to the exercise of the Option:

         (a) As this option is, and is intended to be, an Incentive Stock Option
under the  Internal  Revenue  Code of 1986,  as  amended,  in no event shall the
exercise  price of the Option be less than 100% of the fair market  value of the
shares of Common Stock subject to the Option on the date hereof.

         (b) The Option shall not be  transferable  otherwise than by will or by
the laws of descent and distribution.  The Option shall not be subject, in whole
or in part, to attachment, execution or levy of any kind.

         (c) The Option shall expire and all rights  thereunder shall end at the
expiration  of such period (which the Board has set at ten years) after the date
hereof as fixed by the  Board,  subject in all cases to  earlier  expiration  as
provided  in  subsections  (d)  and  (e)  of  this  Section  7 in the  event  of
termination of employment or death.

         (d)  During  the  lifetime  of  the  Optionee,   the  Option  shall  be
exercisable  only by the  employee and only while  continuously  employed by the
Company,  except that the Option can be exercised  (i) within three months after
the employee  retires  pursuant to any pension  plan  provided by Sono-Tek or if
such retirement is earlier than the employee's  normal  retirement date and such
retirement  is with the prior consent of Sono-Tek,  or (ii) if disabled  (within
the  meaning  of  Section  22 (e)  (3) of the  Code),  within  one  year of such
disability,  or (iii) within 60 days of termination  (other than termination for
cause),  but,  in any case,  not later than the end of the  period  fixed by the
Board in accordance with the provisions of subsection (c) of this Section if and
to the  extent  the  Option  was  exercisable  by him on the  last  day of  such
employment  or the last day before  his  disability  began,  as the case may be.
Notwithstanding  the  foregoing,  in  the  event  that  the  Optionee  shall  be
terminated for cause, all rights as to any outstanding unexercised and unexpired
options or portions thereof shall immediately terminate.

         (e) If the Optionee  dies within a period during which the Option could
have been  exercised by him, the Option may be exercised  within 12 months after
his death or such shorter  period as the Board may determine (but not later than
the end of the period fixed by the Board in  accordance  with the  provisions of
subsection  (c) of this Section 7) by those  entitled under his will or the laws
of descent and distribution  (the  "Recipients"),  but only if and to the extent
the Option was exercisable by him immediately prior to his death.

         (f) As this  is an  Incentive  Stock  Option,  in no  event  shall  the
Optionee,  immediately  after the Option is granted,  own  capital  stock of the
Company or a Subsidiary  possessing  more than 10% of the total combined  voting
power value of all classes of capital  stock of the  Company,  unless the option
price at the time such Incentive Stock Option is granted is at least 110% of the
fair market value of the shares of common stock subject to the  Incentive  Stock
Option,  and this Incentive  Stock Option is not  exercisable by its terms after
the expiration of five years from the date of grant.



<PAGE>



         8. The Optionee hereby agrees that if at any time the Company registers
any of its  securities  under the Act (other  than  pursuant  to a  registration
statement on form S-8 or similar or successor form) (a "Public  Offering"),  and
the  representative of the underwriters  involved in such registration  requires
that the  Optionee  agree not to sell or  otherwise  transfer  or dispose of his
Option Shares (a "Lock-up Agreement"), then the Optionee shall enter into such a
Lock-up  Agreement  in such form and on such terms as shall be  approved  by the
Board of Directors of the Company,  which form and terms shall be similar to the
forms and terms of any other  Lock-up  Agreements  entered into by the executive
officers of the Company in connection with such registration.

         9. Neither the Optionee nor his legal representative shall be, nor have
any of the rights or privileges  of, a shareholder  of the Company in respect of
any of the shares of Common  Stock  issuable  upon the  exercise of this Option,
unless and until  certificates  representing  such shares shall have been issued
and delivered to the Optionee (or his legal representative).

         10. The Option may not be transferred  in any manner  otherwise than by
will or the laws of  descent or  distribution  and may be  exercised  during the
lifetime of the Optionee  only by him. The terms of this Option shall be binding
upon  the  Executors,  administrators,  heirs,  successors  and  assigns  of the
Optionee.



Dated as of:  <<Date>>
Sono-Tek  Corporation
2012 Route 9W, Building 3
Milton,  NY 12547                   ATTEST:

By:  _______________
Christopher  L. Coccio
Chief  Executive Officer


         The Optionee  hereby  acknowledges  receipt of a copy of the Plan,  and
represents  that he is familiar  with the terms and  provisions  thereof and the
terms and provisions of this Option  Agreement,  including,  but not limited to,
the terms and  provisions of Section 8 hereof,  and the Optionee  hereby accepts
Option subject to all the terms and provisions  thereof and herein. The Optionee
hereby  agrees to accept  as  binding,  conclusive  and final all  decisions  or
interpretations of the Board of Directors,  upon any questions arising under the
Plan. The Optionee hereby authorizes the Company to withhold, in accordance with
applicable law, from any  compensation  payable to him, any taxes required to be
withheld  by  federal,  state or local  law as a result of the  exercise  of the
Option.


Dated as of: ____________________        By: ____________________
                                            <<First>> <<Last>>


<PAGE>


Exhibit 5.1


                     (Letterhead of David M. Henkoff, Esq.)





                                                        February 12, 2004

Sono-Tek Corporation
2012 Route 9W
Milton, New York 12547

Attention:  Board of Directors
                                    Re:     Registration Statement on Form S-8

Gentlemen:

         I have acted as counsel to Sono-Tek Corporation, a New York corporation
(the  "Company"),  in  connection  with  the  filing  by the  Company  with  the
Securities  and  Exchange   Commission  (the  "Commission")  of  a  Registration
Statement  on Form S-8  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  relating to the  registration  of an aggregate of 2,552,562
shares of  Common  Stock of the  Company,  par  value  $.01 per  share  ("Common
Stock"),  underlying options ("Options") which have been or may be granted under
the Sono-Tek  Corporation 1993 Stock Incentive Plan and the Sono-Tek Corporation
2003 Stock Incentive Plan (the "Plans").

         In connection with this opinion, I have examined  originals,  or copies
certified or otherwise  identified to my  satisfaction,  of the  Certificate  of
Incorporation  of the  Company,  as  amended,  the  By-Laws of the  Company,  as
amended,  the  minutes  and other  records  of the  proceedings  of the Board of
Directors  and of the  stockholders  of the  Company,  the Plans and such  other
documents,  corporate  and  public  records,  agreements,  and  certificates  of
officers of the Company and of public and other officials, and I have considered
such  questions  of law, as I have deemed  necessary as a basis for the opinions
hereinafter expressed. In such examination I have assumed the genuineness of all
signatures and the  authenticity  of all documents  submitted to me as originals
and the  conformity to original  documents of all  documents  submitted to me as
certified or photostatic  copies.  As to any facts  material to this opinion,  I
have  relied  upon  statements  and   representations   of  officers  and  other
representatives of the Company.

         Based on and subject to the foregoing,  I hereby advise you that, in my
opinion,  the issuance of shares of Common Stock upon exercise of any Options in
accordance  with the  provisions  and subject to the conditions set forth in the
agreements pursuant to which the Options were granted (the "Option  Agreements")
has been duly authorized and, when the  consideration for such shares shall have
been received by the Company and shares shall be issued pursuant to such Options
in  accordance  with the terms and  subject to the  conditions  set forth in the
Option  Agreements,  such shares of Common Stock will be legally  issued,  fully
paid and nonassessable.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to  the  reference  to my  firm  in  the  Company's
Registration  Statement  on Form S-8.  In giving this  consent,  I do not hereby
admit that I am included in the  category of persons  whose  consent is required
under  Section  7 of the  Securities  Act or the rules  and  regulations  of the
Commission promulgated thereunder.



                                   Very truly yours,

                                  /s/ David M. Henkoff
                                  --------------------
                                   David M. Henkoff



<PAGE>



Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
of Sono-tek Corporation


We  have  issued  our  report  dated  May 2,  2003,  relating  to the  financial
statements of Sono-tek Corporation for each of the years ended February 28, 2003
and February 28, 2002 appearing in the Company's Form 10-KSB.  Such reports have
been incorporated by reference in this Registration Statement. We consent to the
incorporation  by  reference in this  Registration  Statement on Form S-8 of the
aforementioned reports.




                                   /s/Radin, Glass & Co., LLP
                                   --------------------------
                                   Certified Public Accountants

New York, New York
February 12, 2004



<PAGE>


Exhibit 23.2

Consent of David M. Henkoff, Esq. (included in Exhibit 5.1)


Exhibit 24.1

Power of Attorney (include herein).
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8 DATED 02-13-04", "secsgml_size_bytes": 151697}]
{"company-data": {"conformed-name": "SONO TEK CORP", "cik": "0000806172", "assigned-sic": "3690", "irs-number": "141568099", "state-of-incorporation": "NY", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112913", "film-number": "04611815"}, "business-address": {"street1": "2012 RT 9W BLDG 3", "city": "MILTON", "state": "NY", "zip": "12547", "phone": "8457952020"}, "mail-address": {"street1": "2012 RT. 9W, BLDG. 3,", "city": "MILTON", "state": "NY", "zip": "12547"}}
As Filed With the Securities and Exchange Commission on February 17, 2004
Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              SONO-TEK CORPORATION
             (Exact name of registrant as specified in its charter)

================================================================================
NEW YORK                                                   14-1568099
================================================================================
================================================================================
(State or other jurisdiction of                       (I.R.S. Employer
Incorporation or organization)                       Identification No.)
================================================================================

================================================================================
2012 Rt. 9W                                                   12547
Milton, NY
================================================================================
================================================================================
(Address of Principal Executive Offices)                   (Zip Code)
================================================================================

            SONO-TEK CORPORATION1993 STOCK INCENTIVE PLAN, AS AMENDED
                 SONO-TEK CORPORATION 2003 STOCK INCENTIVE PLAN
                           (Full titles of the plans)

                            Dr. Christopher L. Coccio
                      Chief Executive Officer and President
                              Sono-Tek Corporation
                                   2012 Rt. 9W
                             Milton, New York 12547
                     (Name and address of agent for service)

                                 (845) 795-2020
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

----------------------- ------------   -------------- ------------- -----------
 Title of Securities     Amount to be    Proposed      Proposed      Amount of
                         Registered       Maximum       Maximum    Registration
                         Registered     Offering Price  Aggregate       Fee
                                          per share   Offering Price

-------------------- -------------------- --------  ------------ --------------
Common Stock, $.01    1,052,562 shares(1)  $.31(2)     $321,486       $41.34
-------------------- -------------------- --------  ------------ --------------
Common Stock, $.01    1,500,000 shares(3)  $.68(4)   $1,100,000      $129.24
-------------------- -------------------- --------  ------------ --------------
Total                 2,552,562 shares                               $170.58
-------------------- -------------------- --------- ------------ --------------

(1) Represents shares issuable upon exercise of options  previously  granted and
currently  outstanding under the Sono-Tek Corporation 1993 Stock Incentive Plan,
as amended (the "1993  Plan").
(2) Represents the weighted  average  exercise prices of the options referred to
in (1) above.
(3) Represents shares available for future grants under the Sono-Tek Corporation
2003 Stock Incentive Plan.
(4) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance  with Rule  457(h)  under the  Securities  Act of 1933,  based on the
closing  stock price of the Common Stock on February  12,  2004,  as reported on
theNASD Electronic Bulletin Board

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 (plan  information  and  registrant  information  and  employee  plan annual
information)  will be sent or given to employees as specified by Securities  and
Exchange  Commission Rule  428(b)(1).  Such documents need not be filed with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant to Item 3 of Form S-8 (Part II hereof),  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation Of Documents By Reference.

            The following  documents filed by the Registrant with the Commission
are incorporated by reference herein:

(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
February 28, 2003;

(b) The  Registrant's  Quarterly  Report on Form  10-QSB for the fiscal  quarter
ended May 31, 2003;

(c) The  Registrant's  Quarterly  Report on Form  10-QSB for the fiscal  quarter
ended August 31, 2003;

(d) The  Registrant's  Quarterly  Report on Form  10-QSB for the fiscal  quarter
ended November 30, 2003;

(e) The  Registrant's  Current  Report on Form 8-K filed with the  Commission on
June 19, 2003.

(f) The description of the Registrant's  Common Stock, par value $.01 per share,
contained in the Registrant's  Registration Statement on Form 8-A dated July 10,
1987.

(g) The description of the Registrant's  Common Stock, par value $.01 per share,
contained in Amendment No. 1 to the Registrant's  Registration Statement on Form
8-A dated July 27, 1998.

(h) The description of the Registrant's  Common Stock, par value $.01 per share,
contained in Amendment No. 2 to the Registrant's  Registration Statement on Form
8-A dated February 23, 1999.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this registration  statement and to be a part
hereof  from the date of  filing of such  documents.  The  Registrant  expressly
excludes from such  incorporation  information  furnished  pursuant to Item 9 or
Item 12 of any Current Report on Form 8-K, and the Audit Committee  Report,  the
Report of the Compensation Committee, and the Performance Graph contained in any
proxy statement filed by the Registrant pursuant to Section 14 of the Securities
Exchange  Act of 1934,  subsequent  to the date of filing  of this  Registration
Statement and before the  termination of the offering of the securities  covered
by this Registration Statement.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

The By-Laws of the Registrant (Article IX) provide the following:

"Section 1 - Directors and Officers:

       The Corporation  shall, to the fullest extent permitted by applicable law
       as the same exists or may  hereafter be in effect,  indemnify  any person
       who is or was made or  threatened to be made a party to or is involved in
       any threatened,  pending or completed action, suit or proceeding, whether
       civil, criminal, administrative or investigative,  including an action by
       or in the right of the Corporation to procure a judgment in its favor and
       an  action by or in the  right of any  other  corporation  of any type or
       kind,  domestic or foreign,  or any  partnership,  joint venture,  trust,
       employee benefit plan or any other entity,  which any director or officer
       of the  Corporation is serving,  has served or has agreed to serve in any
       capacity  at the request of the  Corporation,  by reason of the fact that
       such  person or such  person's  testator  or  intestate  is or was or has
       agreed to become a director or officer of the  Corporation,  or is or was
       serving or has agreed to serve such other corporation, partnership, joint
       venture,  trust,  employee  benefit plan or other entity in any capacity,
       against judgments, fines, amounts paid or to be paid in settlement, taxes
       or penalties, and costs, charges and expenses, including attorneys' fees,
       incurred  in  connection  with such  action or  proceeding  or any appeal
       therein; provided,  however, that no indemnification shall be provided to
       any such person if a judgment or other final adjudication  adverse to the
       director or officer  establishes  that (i) his or her acts were committed
       in bad faith or were the result of active and deliberate  dishonesty and,
       in either case, were material to the cause of action so  adjudicated,  or
       (ii) he or she  personally  gained  in fact a  financial  profit or other
       advantage to which he or she was not legally entitled.

Section 2 -  Non-Exclusivity:

       Nothing   contained   in  this  Article  IX  shall  limit  the  right  to
       indemnification  and advancement of expenses to which any person would be
       entitled  by law in the  absence  of this  Article,  or shall  be  deemed
       exclusive   of  any  other   rights   to  which   such   person   seeking
       indemnification  or  advancement of expenses may have or hereafter may be
       entitled under law, any provision of the Certificate of Incorporation, or
       By-Laws,  any  agreement  approved  by  the  Board  of  Directors,  or  a
       resolution of  shareholders  or  directors;  and the adoption of any such
       resolution or entering into of any such  agreement  approved by the Board
       of Directors is hereby authorized.

Section 3 - Continuity of Rights.

       The  indemnification  and advancement of expenses provided by, or granted
       pursuant  to,  this  Article IX shall (i) apply  with  respect to acts or
       omissions  occurring  prior to the  adoption  of this  Article  IX to the
       fullest  extent  permitted  by law,  and (ii) survive the full or partial
       repeal or restrictive  amendment  hereof with respect to events occurring
       prior thereto."

Article  Six of the  Registrant's  Certificate  of  Incorporation  provides  the
following:

       "(6) The Corporation may, to the fullest extent permitted by Sections 721
       through 726 of the Business  Corporation  Law of New York,  indemnify any
       and all  directors  and  officers  whom it shall have power to  indemnify
       under the said  sections  from and against  any and all of the  expenses,
       liabilities or other matters  referred to in or covered by such sections,
       and the indemnification provided for herein shall not be deemed exclusive
       of any other rights to which the persons so  indemnified  may be entitled
       under  any  By-law,  agreement,  vote of  shareholders  or  disinterested
       directors or otherwise, both as to action in his official capacity and as
       to action in another capacity by holding such office,  and shall continue
       as to a person who has ceased to be a director or officer and shall inure
       to the  benefit  of the  heirs,  executors  and  administrators  of  such
       person."

Article Seven of the  Registrant's  Certificate  of  Incorporation  provides the
following:

       "(7) No director of the  Corporation  shall be  personally  liable to the
       Corporation  or  shareholders  for  damages  for any  breach of duty as a
       director;  provided  that this Article (7) shall  neither  eliminate  nor
       limit liability:  (a) if judgment or other final adjudication  adverse to
       such director  establishes  that his or her acts or omissions were in bad
       faith or involved intentional misconduct or a knowing violation of law or
       that he or she  personally  gained  in fact a  financial  profit or other
       advantage to which he or she was not legally  entitled or that his or her
       acts violated Section 719 of the Business Corporation law; or (b) for any
       act or omission  prior to the  effectiveness  of this  Article  (7).  Any
       repeal of or modification to the provisions of this Article (7) shall not
       adversely affect any right or protection of a director of the Corporation
       existing pursuant to this Article (7) immediately prior to such repeal or
       modification."

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

3.1 Certificate of Incorporation of the Registrant dated March 21, 1975.

3.2 Certificate of Amendment of the Certificate of Incorporation of the
    Registrantfiled November 20, 1978.

3.3  Certificate  of  Amendment  of  the  Certificate  of  Incorporation  of the
Registrant filed August 18, 1986.

3.4  Certificate  of  Amendment  of  the  Certificate  of  Incorporation  of the
Registrant filed September 17, 1986.

3.5  Certificate  of  Amendment  of  the  Certificate  of  Incorporation  of the
Registrant filed August 31,1989.

3.6  Certificate  of  Amendment  to  the  Certificate  of  Incorporation  of the
Registrant filed December 15, 1989.

3.7  Certificate of Change of the Registrant filed March 23, 1994.

3.8  Certificate  of  Amendment  of  the  Certificate  of  Incorporation  of the
Registrant filed May 3, 1994.

3.9  Certificate  of  Amendment  of  the  Certificate  of  Incorporation  of the
Registrant filed November 9, 1999.

3.10  By-laws of the Company as amended June 26, 1998.

4.1   Sono-Tek Corporation 1993 Stock Incentive Plan, as amended.

4.2   Sono-Tek Corporation 2003 Stock Incentive Plan.

4.3   Form of Incentive Stock Option Agreement.

5.1   Opinion of David M. Henkoff, Esq.

23.1  Consent of Radin, Glass & Co., LLP.

23.2  Consent of David M. Henkoff, Esq. (included in Exhibit 5.1).

24.1  Powers of Attorney (included herein).

Item 9. Undertakings.

         The undersigned Registrant hereby undertakes:

      (a) (l) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represents a fundamental change in the information set forth in the registration
statement;

            (iii) To include any material  information  with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities  Act of 1933 may be permitted to directors,  officers or  controlling
persons of the Registrant  pursuant to any arrangement,  provision or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that claim for indemnification  against such liabilities (other than the payment
by the  Registrant  of  expenses  incurred  or paid by a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Milton, New York, on February 13, 2004.

                              SONO-TEK CORPORATION

                      By:  /S/ Dr. Christopher L. Coccio
                           -----------------------------
                           Dr. Christopher L. Coccio,
                           Chief Executive Officer and President

         KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  directors  and
officers  of Sono-Tek  Corporation,  a New York  corporation,  which is filing a
Registration  Statement on Form S-8 with the Securities and Exchange  Commission
under  the  provisions  of  the  Securities  Act of  1933,  as  amended,  hereby
constitute  and appoint  Christopher L. Coccio and Dr. Harvey L. Berger and each
of them their true and lawful  attorney-in-fact  and agent,  with full power and
substitution and  re-substitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  such  Registration  Statement  and any or all
pre-effective and post-effective  amendments to the Registration Statement,  and
all other documents in connection  therewith to be filed with the Securities and
Exchange  Commission,  granting unto said  attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the  premises,  as fully to all  interests and
purposes  as each of them  might or could do in  person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and agent or his  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

-------------------------- --------------------------- -------------------------
   Signature                       Title                        Date
-------------------------- --------------------------- -------------------------
-------------------------- --------------------------- -------------------------
/S/Christopher L. Coccio   CEO, President and Director
------------------------   (Pricipal executive and          February 12, 2004
Dr. Christpher L. Coccio    accounting officer)
-------------------------- --------------------------- ------------------------
-------------------------- --------------------------- ------------------------
/s/ Samuel Schwartz        Chairman and Director            February 12, 2004
------------------------
Samuel Schwartz
-------------------------- --------------------------- ------------------------
-------------------------- --------------------------- ------------------------
/s/ Harvey L. Berger        Director                        February 12, 2004
--------------------
Dr. Harvey L. Berger
-------------------------- --------------------------- ------------------------
-------------------------- --------------------------- ------------------------
/s/ Donald F. Mowbray       Director                        February 12, 2004
---------------------
Dr. Donald F. Mowbray
-------------------------- --------------------------- ------------------------

Exhibit 3.1

                         CERTIFICATE OF INCOPORATION OF
                              SONO-TEK CORPORATION
                Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1)      The name of the proposed corporation is:
              SONO-TEK CORPORATION

(2) The  purposed  or  purposes  for which this  corporation  is formed,  are as
follows, to wit:

         To  engage  in the  business  of  manufacturing,  designing,  creating,
compounding,  developing,  formulating, investing, patenting, owning, acquiring,
producing,  processing,  constructing,  storing, applying, assembling, adapting,
conducting,  operating,  using, preparing for market, exhibiting,  distributing,
installing,   buying,  selling,   disposing,   leasing,   renting,   mortgaging,
exploiting,   licensing,  exchanging,   reconstructing,   repairing,  importing,
exporting,  and  generally  dealing in and with  household and  industrial  fuel
combustion systems including but not limited to all kinds of burners,  furnaces,
fuel  atomizers,  stoves,  boilers,  engines,  fuel  delivery  systems,  heating
devices,  lighting  devices,  refrigerating  devices,  devices for producing and
furnishing gases, heat, light, cold, power, or electricity,  and all other kinds
of mechanical and electrical machines,  devices, and appliances and all kinds of
materials, supplies,  accessories,  equipment, devices, or other things used for
any of the  foregoing,  or in any other way  thereto  relating,  and any and all
other kinds of machinery, appliances, devices, supplies, and articles.

         To acquire such property, real and personal, as may be necessary to the
conduct of such business.

         The  powers,  rights and  privileges  provided in this  Certificate  of
Incorporation  are not to be deemed to be in  limitation of similar,  other,  or
additional  powers,  rights and privileges granted or permitted to a corporation
by the Business  Corporation Law, it being intended that this Corporation  shall
have the right to engage in such similar  activities  as like  corporations  may
lawfully engage in under the Business  Corporation Law of the State of New York,
as now in effect, or as hereafter promulgated.

         To do every thing necessary, suitable or proper for the accomplishment,
attainment  or  furtherance  of, to do every other act or thing  incidental  to,
appurtenant  to,  growing out of or connected  with,  the  purposes,  objects or
powers  set forth in this  Certificate  of  Incorporation,  whether  alone or in
association with others; to possess all the rights, powers and privileges now or
hereafter  conferred  by the laws of the  State of New York  upon a  corporation
organized  under the laws of the State of New York and, in general,  to carry on
any of the  activities  and to do any of the things herein set forth to the same
extent  and as fully as a  natural  person  or  partnership  might or could  do,
provide,  that nothing  herein set forth shall be construed as  authorizing  the
Corporation to possess any purpose,  object, or power, or to do any act or thing
forbidden by law to a Corporation  organized  under the laws of the State of New
York.

(3) The office of the corporation is to be located in the City of  Poughkeepsie,
County of Dutchess, State of New York.

(4) The  aggregate  number  of  shares  which  the  corporation  shall  have the
authority  to issue is Two Hundred  (200)  shares all of which are to be without
par value.

(5) The Secretary of State is designated as agent of the  corporation  upon whom
process  against  it may be  served.  The post  office  address  to  which  this
Secretary  of State  shall mail a copy of any process  against  the  corporation
served upon him is

                           C/O The Sono-Tek Corporation
                           272 Mill Street
                           Poughkeepsie, New York 12602

         The undersigned incorporator is of the age of eighteen years or over.

         IN WITNESS WHEREODF, this certificate has been subscribed this 21st.day
of March,  1975 by the  undersigned  who affirms that the statements made herein
are true under the penalties of perjury.

         Carl Levine                  /S/ Carl Levine
         313 Main Street              ---------------
         Poughkeepsie, NY 12601
Exhibit 3.2

                            CERTIFICATE OF AMENDMENT
                                     Of the
                          CERTIFICATE OF INCORPORATION
                                       Of
                              SONO-TEK CORPORATION

                            Under Section 805 of the
                            Business Corporation Law

         We, Carl Levine and Harvey Lewis Berger, respectively the President and
Secretary of Sono-Tek Corporation, a New York Corporation,  do hereby certify as
follows:

1.  The name of the corporation is Sono-Tek Corporation.

2.  The  Certificate  of  Incorporation  of the  corporation  was  filed  by the
Department  of State on March 21, 1975.

3. Article Four of the  Certificate  of Incorporation  of the  corporation,
which provides for the aggregate  number of shares which the corporation shall
have the authority to issue, is amended hereby to read as follows:

     "(4) The aggregate  number of shares of all classes  which the  Corporation
shall have  authority  to issue is 2,000,000  common  shares of the par value of
$.01 per share."

4. Each of the 200 issued  shares of the  corporation,  no par value,  is hereby
changed into 4,250 common  shares of the par value of $.01 each, or an aggregate
of 850,000 common shares of the par value of $.01.

5.  The  foregoing   amendment  of  the  Certificate  of  Incorporation  of  the
corporation  was  authorized  by  the  written  consent  of the  holders  of all
outstanding shares entitled to vote thereon.

IN WITNESS  WHEREOF,  the President and Secretary of Sono-Tek  Corporation  have
signed this Certificate of Amendment this 19th day of November, 1978.

                                 /S/ Carl Levine
                                 Carl Levine
                                 President

/S/Harvey Lewis Berger
Harvey Lewis Berger
Secretary
STATE OF NEW YORK)
                                  :      ss.:
County of Dutchess)

         CARL  LEVINE,  being first duly sworn,  deposes and says that he is the
President of Sono-Tek  Corporation,  that he has read the foregoing  certificate
and knows the contents  thereof,  and that the statements  contained therein are
true.

 /S/ Carl Levine
 ---------------
 Carl Levine

Sworn to before me this 14th day of November, 1978

          /S/ Kathleen S. Thoben
          Notary Public
Exhibit 3.3

                            CERTIFICATE OF AMENDMENT
                                     Of the
                          CERTIFICATE OF INCORPORATION
                                       Of
                              SONO-TEK CORPORATION

                            Under Section 802 of the
                            Business Corporation Law

         We, HARVEY BERGER,  and MURRAY LEVINE,  respectively  the President and
Secretary of Sono-Tek Corporation, a New York Corporation,  do hereby certify as
follows:

1.  The name of the corporation is SONO-TEK CORPORATION.

2.  The  Certificate  of  Incorporation  of the  corporation  was  filed  by the
Department  of State on March 21, 1975.

3. Article Four of the Certificate of Incorporation  of the  corporation,  which
provides for the aggregate number of shares which the corporation shall have the
authority to issue, is amended hereby to read as follows:

"(4) The aggregate  number of shares of all classes which the Corporation  shall
have  authority to issue is four  million  (4,00,000)  common  shares of the par
value of $.01 per share."

4. None of the issued and outstanding shares of the corporation shall be changed
as a result of this amendment.

5.  The  foregoing   amendment  of  the  Certificate  of  Incorporation  of  the
corporation was authorized by the vote of all of the Directors the  corporation,
followed  by the vote of the  holders of a majority  of the  outstanding  shares
entitled  to vote on an  amendment  to the  Certificate  of  Incorporation  at a
meeting of shareholders.

IN WITNESS  WHEREOF,  the President and Secretary of SONO-TEK  CORPORATION  have
signed this Certificate of Amendment this 15th day of August,  1986, and affirms
that the statements contained herein are true under the penalties of perjury/

     /S/ Harvey Berger
     -----------------
     HARVEY BERGER,
     President

     /S/ Murray Levine
     -----------------
     MURRAY LEVINE,
     Secretary
Exhibit 3.4

                            CERTIFICATE OF AMENDMENT
                                       Of
                          CERTIFICATE OF INCORPORATION
                                       Of
                              SONO-TEK CORPORATION

               (Under Section 805 of the Business Corporation Law)

         We the  undersigned,  CARL LEVINE and MURRAY LEVINE,  respectively  the
Chairman  of the Board and the  Secretary  of SONO-TEK  CORPORATION,  a New York
corporation, do hereby certify as follows:

1.  The name of the Corporation is SONO-TEK CORPORATION.

2.  The  Certificate  of  Incorporation  of the  Corporation  was  filed  by the
Department of State on March 21, 1975.

3. The  Certificate  of  Incorporation  as heretofore  amended is hereby further
amended as authorized by Section 801 of the Business  Corporation  Law to effect
the following amendments:

a. To increase the total number of shares of common stock which the  Corporation
is authorized to issue,  and to eliminate and release the pre-emptive  rights of
the  holders  of shares of the  common  stock of the  Corporation,  by  amending
Article Four of the  Certificate  of  Incorporation  of the  Corporation,  which
provides for the shares which the corporation shall have the authority to issue,
to read as follows:

"(4) The aggregate  number of shares of all classes which the Corporation  shall
have  authority  to issue is six million  (6,000,000)  common  shares of the par
value of $0.01 per  share.  No holder  of any  share of the  Corporation  shall,
because  of his  ownership  of  shares,  have a  pre-emptive  or other  right to
purchase,  subscribe  for,  or take  any part of any  shares  or any part of the
notes,  debentures,  bonds  or other  securities  convertible  into or  carrying
options or warrants to purchase shares of the Corporation issued, or sold by the
Corporation."

b. To provide for  indemnification  of directors  and officers as  authorized by
Sections  721  through  726 of the  Business  Corporation  Law,  by adding a new
Article Six is added to the Certificate of Incorporation to read as follows:

"(6) The  Corporation  may,  to the fullest  extent  permitted  by Sections  721
through 726 of the Business  Corporation Law of New York,  indemnify any and all
directors  and  officers  whom it shall have power to  indemnify  under the said
sections  from and against  any and all of the  expenses,  liabilities  or other
matters  referred  to in or covered by such  sections,  and the  indemnification
provided for herein  shall not be deemed  exclusive of any other rights to which
the persons so indemnified may-be entitled under any By-law,  agreement, vote of
shareholders or disinterested  directors or otherwise,  both as to action in his
official  capacity and as to action in another  capacity by holding such office,
and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs,  executors and administrators of such a
person."

4.  The  foregoing  Amendments  of  the  Certificate  of  Incorporation  of  the
Corporation  were authorized by the Board of Directors,  followed by affirmative
vote of a majority of all  outstanding  shares  entitled to vote at a Meeting of
Shareholders duly called and held on September 12, 1986.

IN  WITNESS  WHEREOF,  the  Chairman  of the Board  and  Secretary  of  SONO-TEK
CORPORATION  have  signed  this  Certificate  of  Amendment  this  16th  day  of
September,  1986 and we affirm  that  statements  made herein are true under the
penalties of perjury.

                          /S/ Carl Levine
                          ---------------
                              Carl Levine
                         Chairman of the Board

                          /S/ Murray Levine
                          -----------------
                              Murray Levine
                              Secretary
Exhibit 3.5

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                           CERTIFICATE OF INCOPORATION
                                       OF
                              SONO-TEK CORPORATION

                            Under Section 805 of the
                            Business Corporation Law

         We, HARVEY BERGER and JOSEPHINE CLARKE,  respectively the President and
Secretary of Sono-Tek Corporation (the  "Corporation"),  a New York Corporation,
do hereby certify as follows:

1.  The name of the Corporation is SONO-TEK CORPORATION.

2.  The  Certificate  of  Incorporation  of the  corporation  was  filed  by the
Department of State on March 21, 1975. 3. The  Certificate of  Incorporation  as
heretofore amended is hereby further amended to limit the liability of directors
by adding a new Article Seven to the Certificate of Incorporation of the
Corporation, to read as follows:

"(7)  No  director  of  the  Corporation  shall  be  personally  liable  to  the
Corporation  or  shareholders  for damages for any breach of duty as a director,
provided that this Article (7) shall neither eliminate nor limit liability:  (a)
if a judgment or other final adjudication  adverse to such director  establishes
that his or her acts or  omissions  were in bad  faith or  involved  intentional
misconduct or a knowing  violation of law or that he or she personally gained in
fact not legally  entitled or that his or her acts  violated  Section 719 of the
Business  Corporation  law,  or  (b)  for  any  act  or  omission  prior  to the
effectiveness  of  this  Article  (7).  Any  repeal  of or  modification  to the
provisions  of this  Article  (7)  shall  not  adversely  affect  any  right  or
protection of a director of the  Corporation  existing  pursuant to this Article
(7) immediately prior to such repeal or modification".

4.  The  foregoing   amendment  of  the  Certificate  of  Incorporation  of  the
Corporation  was  authorized  by  the  vote  of  all  of  the  Directors  of the
Corporation,  followed  by  the  vote  of  the  holders  of a  majority  of  the
outstanding  shares  entitled  to vote on an  amendment  of the  Certificate  of
Incorporation  at a meeting of  shareholders  duly called and held on  September
16,1988.

IN WITNESS  WHEREOF,  the President and Secretary of SONO-TEK  CORPORATION  have
signed this Certificate of Amendment this 29th day of August,  1989, and affirms
that the statements contained herein are true under the penalties of perjury.

                       /S/ Harvey  L. Berger
                       ---------------------
                       Harvey L. Berger, President

                       /S/ Josephine Clarke
                       --------------------
                       Josephine Clarke, Secretary
Exhibit 3.6

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              SONO-TEK CORPORATION

                            Under Section 805 of the
                            Business Corporation Law

         We, HARVEY BERGER and JOSEPHINE CLARKE,  respectively the President and
Secretary of Sono-Tek Corporation (the  "Corporation"),  a New York Corporation,
do hereby certify as follows:

1.  The name of the Corporation is SONO-TEK CORPORATION.

2.  The  Certificate  of  Incorporation  of the  corporation  was  filed  by the
Department of State on March 21, 1975. 3. The Certificate of  Incorporation,  as
heretofore  amended, is hereby further amended to provide for the classification
of the board of directors of the  Corporation  by adding a new Article  Eight to
the Certificate of Incorporation of the Corporation, to read as follows:

(8): The business of the  Corporation  shall be managed  under the  direction of
Board of Directors in accordance with the following:
(a) The Board  shall  consist  of six  directors,  unless  and  until  otherwise
determined  by vote of a majority of the entire board of  directors  (whether or
not there exist any vacancies in previously authorized directorships at the time
such resolution is presented to the Board for adoption).

(b) The  directors  shall be divided  into two classes,  designated  Class I and
Class II. All classes  shall be as nearly  equal in number as  possible,  and no
class  shall  include  less  than  three  directors.  The terms of office of the
directors  initially  classified shall be as follows: at the 1989 annual meeting
of shareholders, Class I directors shall be elected for a one-year term expiring
at the next annual meeting of shareholders and Class II directors for a two-year
term expiring at the second succeeding  annual meeting of shareholders.  At each
annual meeting of shareholders after such initial  classification,  directors to
replace those whose terms expire at such annual meeting shall be elected to hold
office until the second  succeeding  annual  meeting.  Each director  shall hold
office until the  expiration  of his term and until his successor is elected and
qualified or until his earlier death, resignation or removal.

(c) A director  elected to fill a vacancy  shall be elected to hold office for a
term  expiring  at the next  meeting of  shareholders  at which the  election of
directors is in the regular  order of business and until his  successor has been
elected and qualified.

(d) If the number of directors is changed,  (1) any newly created  directorships
or any decrease in directorships shall be so apportioned among the classes as to
make all classes as nearly equal in number as possible;  and (2) when the number
of directors is increased by the Board and any newly created  directorships  are
filled  by the  Board,  there  shall  be no  classification  of  the  additional
directors until the next annual meeting of shareholders.

(e) Newly  created  directorships  resulting  from an  increase in the number of
directors and vacancies occurring in the Board for any reason may be filled only
by vote of the Board.  If the number of directors  then in office is less than a
quorum,  such  newly  created  directorships  and  vacancies  may be filled by a
majority of the directors then in office.

(f) Any director  may be removed for cause by action of the Board.  Any director
may also be removed for cause (but not without cause) by the affirmative vote of
the holders of at least  two-thirds of the  outstanding  shares entitled to vote
thereon.

(g) The provisions of this Article (8) may be altered,  amended or repealed, and
any provision inconsistent herewith may be adopted, only by the affirmative vote
of the holders of at least two-thirds of all outstanding shares entitled to vote
thereon.

4.  The  foregoing   amendment  to  the  Certificate  of  Incorporation  of  the
Corporation  was  authorized  by  the  vote  of  all  of  the  Directors  of the
Corporation,  followed  by  the  vote  of  the  holders  of a  majority  of  the
outstanding  shares  entitled  to vote on an  amendment  to the  Certificate  of
Incorporation  at a meeting  of  shareholders  duly  called  and held on October
19,1989.

IN WITNESS  WHEREOF,  the President and Secretary of SONO-TEK  CORPORATION  have
signed this  Certificate of Amendment this 1st day of November 1989, and affirms
that the statements contained herein are true under the penalties of perjury.

                          /S/ Harvey L. Berger
                          --------------------
                          Harvey L. Berger, President

                          /S/ Josephine Clarke
                          --------------------
                          Josephine Clarke, Secretary
Exhibit 3.7

                              CERTIFICATE OF CHANGE
                                       OF
                              SONO-TEK CORPORATION

                           Under Section 805-A of the
                            Business Corporation Law

         WE,  the   undersigned,   SAMUEL   SCHWARTZ  and  JOY  DeNITTO,   being
respectively  the Chairman of the Board and  Secretary  of Sono-Tek  Corporation
(the "Corporation"), a New York Corporation, do hereby certify as follows:

1.  The name of the Corporation is Sono-Tek Corporation.

2.  The  Certificate  of  Incorporation  of said  Corporation  was  filed by the
Department of State on March 21, 1975.

3.  The  following  was  duly  authorized  by the  Board  of  Directors  of said
Corporation:

(a) To change the location of the Corporation's office in New York from the City
of Poughkeepsie,  County of Dutchess,  to the Town of Milton,  County of Ulster,
State of New York; and

(b) To change the post office address to which the Secretary of State shall mail
a copy of any process in any action or proceeding  against the Corporation which
may be  served  upon  him or her  from c/o The  Sono-Tek  Corporation,  272 Mill
Street, Poughkeepsie, New York 12602, to:

     Sono-Tek Corporation 2012 Route 9W, Building 3 Milton, New York 12547.

         IN WITNESS  WHEREOF,  we have signed this  Certificate of Change on the
16th day of March, 1994, and we affirm that the statements  contained herein are
true under the penalties of perjury.

                                       /S/ Samuel Schwartz
                                       --------------------
                                       Samuel Schwartz,
                                       Chairman of the Board

                                       /S/ Joy DeNitto
                                       --------------------
                                       Joy DeNitto,
                                       Secretary
Exhibit 3.8

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              SONO-TEK CORPORATION

                            Under Section 805 of the
                            Business Corporation Law

         We,  the   undersigned,   SAMUEL   SCHWARTZ  and  JOY  DeNITTO,   being
respectively the Chairman of the Board and Secretary of Sono-Tek Corporation,  a
New York Corporation, do hereby certify as follows:

1.  The name of the corporation is SONO-TEK CORPORATION.

2.  The  Certificate  of  Incorporation  of said  corporation  was  filed by the
Department of State on March 21, 1975.

3. Article Four of the  Certificate  of  Incorporation  of the  corporation,  as
heretofore amended,  which provides for the aggregate number of shares which the
corporation  shall  have the  authority  to  issue  and for the  elimination  of
preemptive  rights,  is hereby  further  amended to increase the total number of
shares of common stock which the corporation is authorized to issue, by amending
Article Four of the Certificate of  Incorporation  of the corporation to read as
follows:

" (4) The aggregate number of shares of all classes which the Corporation  shall
have authority to issue is twelve million  (12,000,000) common shares of the par
value of $0.01 per  share.  No holder  of any  share of the  Corporation  shall,
because  of his  ownership  of  shares,  have a  pre-emptive  or other  right to
purchase,  subscribe  for,  or take  any part of any  shares  or any part of the
notes,  debentures,  bonds or other securities convertible into or carry options
or warrants to purchase  shares of the Corporation  issued,  optioned or sold by
the Corporation."

4. None of the issued and outstanding shares of the corporation shall be changed
as a result of this amendment.

5.  The  foregoing   amendment  of  the  Certificate  of  Incorporation  of  the
corporation  was  authorized by vote of the Board of Directors,  followed by the
affirmative vote of the holders of a majority of all outstanding shares entitled
to vote  thereon at a Meeting of  Shareholders  duly called and held on November
16, 1993.

IN  WITNESS  WHEREOF,  the  Chairman  of the Board  and  Secretary  of  SONO-TEK
CORPORATION  have signed this  Certificate  of Amendment this 21st day of April,
1994,  and we affirm  that the  statements  contained  herein are true under the
penalties of perjury.

                               /S/ Samuel Schwartz
                               -------------------
                               Samuel Schwartz,
                               Chairman of the Board

                              /S/ Joy DeNitto
                               ----------------------
                                  Joy DeNitto
                                  Secretary
Exhibit 3.9

                            CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                                       OF
                              SONO-TEK CORPORATION

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

1.  The name of the corporation is SONO-TEK CORPORATION.

2.  The  certificate  of  incorporation  of said  corporation  was  filed by the
Department of State on the 21st day of March 1975.

3. (a) The  certificate  of  incorporation  is amended to increase the number of
authorized shares of the corporation.

(b) To effect the foregoing, Article Four of the Certificate of Incorporation is
amended to read as follows:

(4) THE AGGREGATE  NUMBER OF SHARES OF ALL CLASSES WHICH THE  CORPORATION  SHALL
HAVE AUTHORITY TO ISSUE IS TWENTY-FIVE  MILLION  (25,000,000) COMMON SHARES, PAR
VALUE $0.01 PER SHARE. NO HOLDER OF ANY SHARE OF THE CORPORATION SHALL,  BECAUSE
OF HIS  OWNERSHIP  OF SHARES,  HAVE A  PRE-EMPTIVE  OR OTHER RIGHT TO  PURCHASE,
SUBSCRIBE  FOR,  OR  TAKE  ANY  PART OF ANY  SHARES  OR ANY  PART OF THE  NOTES,
DEBENTRURES,  BONDS OR OTHER SECURITIES  CONVERTIBLE INTO OR CARRYING OPTIONS OR
WARRANTS TO PURCHASE SHARES OF THE CORPORATION  ISSUED,  OPTIONED OR SOLD BY THE
CORPORATION

4.  The  amendment  was  authorized  by the  vote  of all the  directors  of the
Corporation,  followed  by  the  vote  of  the  holders  of a  majority  of  the
outstanding  shares  entitled  to vote on an  amendment  to the  Certificate  of
Incorporation at the annual meeting of shareholders on September 30, 1999.

                                 /S/ James L. Kehoe
                                Name: James Kehoe
                                Title: Chief Executive Officer
Exhibit 3.10
                                     BY-LAWS
                                       OF
                 SONO-TEK CORPORATION, AS AMENDED June 26, 1998

                               ARTICLE I - OFFICES

The office of the  Corporation  shall be  located in the City,  County and State
designated in the  Certificate of  Incorporation  or Certificate of Change.  The
Corporation may also maintain offices at such other places within or without the
United States as the Board of Directors may, from time to time, determine.

                      ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the  shareholders of the Corporation  shall be held within
seven  months  after the close of the fiscal  year of the  Corporation,  for the
purpose of  electing  directors,  and  transacting  such other  business  as may
properly come before the meeting.

Section 2 - Special Meetings:

Special  meetings of the  shareholders may be called at any time by the Board of
Directors or by the Chief  Executive  Officer (CEO),  and shall be called by the
CEO or the Secretary at the written request of the holders of ten per cent (10%)
of the shares then  outstanding  and entitled to vote  thereat,  or as otherwise
required under the provisions of the Business Corporation Law.

Section 3 - Place of Meetings:

All  meetings  of  shareholders  shall be held at the  principal  office  of the
Corporation,  or at such other places within or without the State of New York as
shall be designated in the notices or waivers of notice of such meetings.

Section 4 - Notice of Meetings:

(a) Written notice of each meeting of  shareholders,  whether annual or special,
stating  the time when and place where it is to be held,  shall be given  either
personally  or by first class mail,  not fewer than ten nor more than sixty days
before the date of the meeting,  provided,  however,  that a copy of such notice
may be given by third class mail not fewer than  twenty-four nor more than sixty
days before the date of the meeting,  to each  shareholder of record entitled to
vote at such meeting,  and to any other shareholder to whom the giving of notice
may be required by law.

(b)  Notice of any  meeting  need not be given to any  person  who may  become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting.  Notice of any adjourned  meeting of  shareholders
need not be given, unless otherwise required by statute.

Section 5 - Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Certificate of
Incorporation  (such  Certificate and any amendments  thereof being  hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of shareholders  of the  Corporation,  the presence at the  commencement of such
meetings in person or by proxy of  shareholders  holding of record a majority of
the total number of shares of the  Corporation,  then issued and outstanding and
entitled to vote,  shall be necessary and  sufficient to constitute a quorum for
the  transaction of any business.  The withdrawal of any  shareholder  after the
commencement  of a meeting  shall have no effect on the  existence  of a quorum,
after a quorum has been established at such meeting.

(b)  Despite  the  absence  of a quorum at any  annual  or  special  meeting  of
shareholders,  the shareholders,  by a majority of the votes cast by the holders
of shares  entitled  to vote  thereon,  may  adjourn  the  meeting.  At any such
adjourned  meeting at which a quorum is present,  any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
had been present.

Section 6 - Voting:

(a)  Except  as  otherwise   provided  by  statute  or  by  the  Certificate  of
Incorporation,  any corporate action, other than the election of directors to be
taken by vote of the  shareholders,  shall be  authorized by a majority of votes
cast at a meeting of  shareholders  by the  holders of shares  entitled  to vote
thereon.

(b)  Except  as  otherwise   provided  by  statute  or  by  the  Certificate  of
Incorporation,  at each meeting of shareholders,  each holder of record of stock
of the Corporation  entitled to vote thereat,  shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided,  however, that the instrument authorizing
such  proxy to act shall  have  been  executed  in  writing  by the  shareholder
himself,  or by his  attorney-in-fact  thereunto duly authorized in writing.  No
proxy shall be valid after the  expiration of eleven months from the date of its
execution,  unless the persons  executing  it shall have  specified  therein the
length of time it is to continue in force. Such instrument shall be exhibited to
the  Secretary  at the  meeting  and  shall be filed  with  the  records  of the
Corporation.

(d) Any  resolution in writing,  signed by all of the  shareholders  entitled to
vote thereon,  shall be and constitute action by such shareholders to the effect
therein  expressed,  with the same force and effect as if the same had been duly
passed by  unanimous  vote at a duly  called  meeting of  shareholders  and such
resolution  so signed  shall be inserted  in the Minute Book of the  Corporation
under its proper date.

                        ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:

(a) The number of the  Directors  of the  Corporation  shall be six (6),  unless
otherwise  determined  by vote of a majority  of the entire  Board of  Directors
(whether or not there exist any vacancies in previously authorized directorships
at the time such resolution is presented to the Board for adoption).  The number
of directors shall not be less than three.

(b)  Except  as may  otherwise  be  provided  herein  or in the  Certificate  of
Incorporation,  the members of the Board of  Directors of the  Corporation,  who
need not be shareholders, shall be elected by a plurality of the votes cast at a
meeting  of  shareholders  by the  holders  of  shares  entitled  to vote in the
election.

(c) The  directors  shall be divided  into two classes,  designated  Class I and
Class II. All classes  shall be as nearly  equal in number as  possible,  and no
class  shall  include  less  than  three  directors.  The terms of office of the
directors  initially  classified shall be as follows: at the 1989 annual meeting
of shareholders, Class I Directors shall be elected for a one-year term expiring
at the next annual meeting of shareholders and Class II Directors for a two-year
term expiring at the second succeeding  annual meeting of shareholders.  At each
annual meeting of shareholders after such initial  classification,  directors to
replace those whose terms expire at such annual meeting shall be elected to hold
office until the second  succeeding  annual  meeting.  Each director  shall hold
office until the  expiration  of his term and until his successor is elected and
qualified or until his earlier death,  resignation or removal.  If the number of
directors is changed,  (i) any newly  created  directorships  or any decrease in
directorships  shall be so apportioned  among the classes as to make all classes
as  nearly  as equal as  possible,  and (ii) when the  number  of  directors  is
increased  by the Board of Directors  and any newly  created  directorships  are
filled  by the  Board,  there  shall  be no  classification  of  the  additional
directors until the next annual meeting of shareholders.

Section 2 - Duties and Powers:

The Board of Directors  shall be  responsible  for the control and management of
the affairs,  property and  interests of the  Corporation,  and may exercise all
powers of the Corporation,  except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the shareholders.

Section 3 - Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately
following  the annual  meeting of the  shareholders  at the place of such annual
meeting of  shareholders.  (b) The Board of  Directors,  from time to time,  may
provide by resolution for the holding of other regular  meetings of the Board of
Directors, and may fix the time and place thereof.

(c)  Notice  of any  regular  meeting  of the  Board of  Directors  shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided,  however,  that in case the Board of Directors shall fix or change the
time or place of any regular  meeting,  notice of such action  shall be given to
each  director  who shall not have been  present  at the  meeting  at which such
action  was  taken  within  the time  limited,  and in the  manner  set forth in
paragraph  (b) of  Section  4 of this  Article  III,  with  respect  to  special
meetings,  unless  such  notice  shall be  waived  in the  manner  set  forth in
paragraph (c) of such Section 4.

Section 4 - Special Meetings; Notice:

(a) Special  meetings of the Board of Directors shall be held whenever called by
the CEO or by one of the  directors,  at such time and place as may be specified
in the respective notices or waivers of notice thereof.

(b)  Notice of  special  meetings  shall be mailed  directly  to each  director,
addressed to him at his residence or usual place of business,  at least five (5)
days before the day on which the meeting is to be held,  or shall be sent to him
at such place by FAX or E-mail, or shall be delivered to him personally or given
to him orally,  not later than the day before the day on which the meeting is to
be held. A notice, or waiver of notice,  except as required by Section 8 of this
Article III, need not specify the purpose of the meeting.

(c)  Notice of any  special  meeting  shall not be  required  to be given to any
director who shall attend such meeting  without  protesting  prior thereto or at
its  commencement,  the lack of notice to him, or who submits a signed waiver of
notice,  whether  before or after the meeting.  Notice of any adjourned  meeting
shall not be required to be given.

Section 5 - Chairman:

At all meetings of the Board of Directors, the Chairman of the Board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the CEO  shall  preside,  and in his  absence,  a  Chairman  chosen  by the
directors shall preside.

Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the
entire Board shall be necessary  and  sufficient  to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation, or by these By-Laws.

(b) A majority of the directors  present at the time and place of any regular or
special meeting,  although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

(a) At all meetings of the Board of Directors,  each director present shall have
one vote,  irrespective  of the number of shares of stock,  if any, which he may
hold.

(b)  Except  as  otherwise   provided  by  statute,   by  the   Certificate   of
Incorporation,  or these  By-Laws,  the  action of a majority  of the  directors
present  at any  meeting  at which a quorum is  present  shall be the act of the
Board of Directors.  Any action  authorized,  in writing by all of the directors
entitled to vote thereon and filed with the minutes of the Corporation  shall be
the act of the Board of Directors  with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 - Newly Created Directorships and Vacancies:

Newly  created  directorships  resulting  from  an  increase  in the  number  of
directors and  vacancies  occurring in the Board of Directors for any reason may
be filled only by vote of the Board.  If the number of directors  then in office
is less than a quorum,  such newly  created  directorships  and vacancies may be
filled by a majority of the directors then in office. A director elected to fill
a vacancy,  however caused,  shall be elected to hold office for a term expiring
at the next meeting of shareholders at which the election of directors is in the
regular  order  of  business  and  until  his  successor  has been  elected  and
qualified.

Section 9 - Resignations:

Any  director  may resign at any time by giving  written  notice to the Board of
Directors,  the  CEO  or the  Secretary  of the  Corporation.  Unless  otherwise
specified  in such  written  notice,  such  resignation  shall take  effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.

Section 10 - Removal:

Except as  prohibited  by law,  any or all of the  directors  may be removed for
cause by the  affirmative  vote of the  holders  of at least  two-thirds  of the
outstanding  shares  entitled to vote thereon.  Any or all of the directors also
may be removed for cause by action of the Board.

Section 11 - Salary:

No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance,  if
any, may be allowed for  attendance  at each  regular or special  meeting of the
Board;  provided,  however,  that nothing herein contained shall be construed to
preclude any director  from serving the  Corporation  in any other  capacity and
receiving compensation therefor.

Section 12 - Contracts:

(a) No contract or other  transaction  between  this  Corporation  and any other
corporation shall be impaired,  affected or invalidated,  nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other  corporation,  provided  that such facts are
disclosed or made known to the Board of Directors.

(b) Any  director,  personally  and  individually,  may be a party  to or may be
interested in any contract or transaction of this  Corporation,  and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize,  approve or ratify such contract or
transaction  by the vote  (not  counting  the vote of any  such  director)  of a
majority of a quorum,  notwithstanding  the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting.  This Section shall not
be construed to impair or  invalidate or in any way affect any contract or other
transaction  which would otherwise be valid under the law (common,  statutory or
otherwise) applicable thereto.

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time  designate  from among its members an executive  committee
and  such  other  committees,  and  alternate  members  thereof,  as  they  deem
desirable,  each  consisting  of two or  more  members,  with  such  powers  and
authority  (to  the  extent  permitted  by  law)  as may  be  provided  in  such
resolution. Each such committee shall serve at the pleasure of the Board.

                              ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Offices:

(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer,  and such  other  officers,  including  a  Chairman  of the  Board of
Directors,  a Chief Executive Officer, a Chief Operating Officer and one or more
Vice Presidents, as the Board of Directors may from time to time deem advisable.
Any officer other than the Chairman of the Board of Directors may be, but is not
required to be, a director of the  Corporation.  Any two or more  offices may be
held by the same person.

(b) The officers of the  Corporation  shall be elected by the Board of Directors
at the  regular  annual  meeting of the Board  following  the annual  meeting of
shareholders.

(c) Each  officer  shall hold  office  until the annual  meeting of the Board of
Directors next succeeding his election,  and until his successor shall have been
elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such  resignation
to the Board of Directors,  or to the CEO or the  Secretary of the  Corporation.
Unless otherwise  specified in such written notice,  such resignation shall take
effect upon receipt  thereof by the Board of Directors or by such  officer,  and
the acceptance of such resignation shall not be necessary to make it effective.

Section 3 - Removal:

Any  officer  may be  removed,  either  with or without  cause,  and a successor
elected by the Board at any time.

Section 4 - Vacancies:

A vacancy  in any  office by reason  of death,  resignation,  inability  to act,
disqualification,  or any  other  cause,  may at any  time  be  filled  for  the
unexpired portion of the term by the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation  shall,  unless  otherwise  provided by the Board of
Directors,  each have such  powers  and  duties as  generally  pertain  to their
respective  offices  as well as such  powers  and  duties as may be set forth in
these By-Laws, or may from time to time be specifically  conferred or imposed by
the Board of Directors.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer,  employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct,  conditioned  upon
the  faithful   performance  of  his  duties  to  the   Corporation,   including
responsibility for negligence and for the accounting for all property,  funds or
securities of the Corporation which may come into his hands.

Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other  corporation,  any
right or power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers,  consents,
proxies or other  instruments)  may be exercised on behalf of the Corporation by
the CEO,  the  President,  or such other  person as the Board of  Directors  may
authorize.

                           ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a) The  certificates  representing  shares of the Corporation  shall be in such
form as shall be adopted by the Board of  Directors,  and shall be numbered  and
registered in the order issued. They shall bear the holder's name and the number
of shares,  and shall be signed by (i) the  Chairman  of the Board or the CEO or
the President,  and (ii) the Secretary or Treasurer,  or any Assistant Secretary
or Assistant Treasurer, and may bear the corporate seal.

(b) No certificate  representing shares shall be issued until the full amount of
consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of  Directors  may  authorize  the  issuance of  certificates  for
fractions of a share which shall entitle the holder to exercise  voting  rights,
receive dividends and participate in liquidating distributions, in proportion to
the  fractional  holdings;  or it may  authorize the payment in cash of the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are  determined;  or it may  authorize  the issuance,  subject to such
conditions  as may be  permitted by law, of scrip in  registered  or bearer form
over the signature of an officer or agent of the  Corporation,  exchangeable  as
therein provided for full shares, but such scrip shall not entitle the holder to
any rights of a shareholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates:

The  holder of any  certificate  representing  shares of the  Corporation  shall
immediately notify the Corporation of any loss or destruction of the certificate
representing  the same. The Corporation may issue a new certificate in the place
of any  certificate  theretofore  issued  by it,  alleged  to have  been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors  in its  discretion  may require,  the Board of Directors  may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives,  to give the  Corporation  a bond in such sum as the  Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims,  loss,  liability or damage it may
suffer on account of the issuance of the new certificate.  A new certificate may
be issued  without  requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.

Section 3 - Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of
the Corporation  only by the holder of record thereof,  in person or by his duly
authorized  attorney,  upon  surrender for  cancellation  of the  certificate or
certificates  representing such shares,  with an assignment or power of transfer
endorsed thereon or delivered therewith,  duly executed,  with such proof of the
authenticity  of the  signature  and of  authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to  recognize  any legal,  equitable or other claim to, or interest
in,  such  share or shares on the part of any other  person,  whether  or not it
shall have  express  or other  notice  thereof,  except as  otherwise  expressly
provided by law.

Section 4 - Record Date:

In lieu of closing the share records of the Corporation,  the Board of Directors
may fix, in advance, a date not exceeding sixty days, nor less than ten days, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meeting of  shareholders,  or to consent to any  proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any  other  action.  If no  record  date is fixed,  the  record  date for the
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which  notice  is given,  or,  if no  notice  is given,  the day on which the
meeting is held;  the record  date for  determining  shareholders  for any other
purpose shall be at the close of business on the day on which the  resolution of
the directors relating thereto is adopted.  When a determination of shareholders
of record  entitled to notice of or to vote at any meeting of  shareholders  has
been  made as  provided  for  herein,  such  determination  shall  apply  to any
adjournment  thereof,  unless  the  directors  fix a new  record  date  for  the
adjourned meeting.

                             ARTICLE VI - DIVIDENDS

Subject to applicable  law,  dividends may be declared and paid out of any funds
available therefor,  as often, in such amounts, and at such time or times as the
Board of Directors may determine.

                            ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.

                          ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.

                          ARTICLE IX - INDEMNIFICATION

Section 1 -  Directors and Officers:

The Corporation  shall, to the fullest extent permitted by applicable law as the
same exists or may  hereafter be in effect,  indemnify  any person who is or was
made or  threatened  to be made a party  to or is  involved  in any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or  investigative,  including an action by or in the right of the
Corporation  to procure a judgment in its favor and an action by or in the right
of any  other  corporation  of any type or kind,  domestic  or  foreign,  or any
partnership,  joint venture,  trust,  employee benefit plan or any other entity,
which any director or officer of the  Corporation is serving,  has served or has
agreed to serve in any capacity at the request of the Corporation,  by reason of
the fact that such person or such  person's  testator or  intestate is or was or
has agreed to become a director  or  officer  of the  Corporation,  or is or was
serving  or has  agreed to serve  such  other  corporation,  partnership,  joint
venture,  trust, employee benefit plan or other entity in any capacity,  against
judgments, fines, amounts paid or to be paid in settlement,  taxes or penalties,
and  costs,  charges  and  expenses,  including  attorneys'  fees,  incurred  in
connection  with such  action or  proceeding  or any appeal  therein;  provided,
however,  that no  indemnification  shall be  provided  to any such  person if a
judgment  or  other  final  adjudication  adverse  to the  director  or  officer
establishes  that (i) his or her acts  were  committed  in bad faith or were the
result of active and deliberate dishonesty and, in either case, were material to
the cause of action so adjudicated,  or (ii) he or she personally gained in fact
a  financial  profit  or other  advantage  to  which  he or she was not  legally
entitled.

Section 2 -  Non-Exclusivity:

Nothing  contained in this  Article IX shall limit the right to  indemnification
and  advancement of expenses to which any person would be entitled by law in the
absence of this  Article,  or shall be deemed  exclusive  of any other rights to
which such person seeking indemnification or advancement of expenses may have or
hereafter  may be  entitled  under law,  any  provision  of the  Certificate  of
Incorporation,  or By-Laws, any agreement approved by the Board of Directors, or
a  resolution  of  shareholders  or  directors;  and the  adoption  of any  such
resolution  or  entering  into of any such  agreement  approved  by the Board of
Directors is hereby authorized.

Section 3 - Continuity of Rights.

The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article IX shall (i) apply with respect to acts or omissions  occurring
prior to the adoption of this Article IX to the fullest extent permitted by law,
and (ii) survive the full or partial repeal or restrictive amendment hereof with
respect to events occurring prior thereto.

                             ARTICLE X - AMENDMENTS

Section 1 - By Shareholders:

All By-Laws of the Corporation shall be subject to alteration or repeal, and new
By-Laws  may be made,  by a  majority  of the  votes of the  shares  at the time
entitled to vote in the election of any directors.

Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time,  By-Laws  of the  Corporation;  provided,  however,  that the
shareholders  entitled  to  vote  with  respect  thereto  as in this  Article  X
above-provided  may  alter,  amend  or  repeal  By-Laws  made  by the  Board  of
Directors,  except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders  or of the Board of Directors,  or to change
any  provisions  of the By-Laws  with respect to the removal of directors or the
filling  of  vacancies  in  the  Board   resulting   from  the  removal  by  the
shareholders.  If any By-Law  regulating  an impending  election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors,
the By-Law so adopted, amended or repealed, together with a concise statement of
the changes made.
Exhibit 4.1

                 SONO-TEK CORPORATION 1993 STOCK INCENTIVE PLAN
                 OCTOBER 12, 1993 AS AMENDED SEPTEMBER 30, 1999

1.       OBJECTIVE OF THE PLAN.

The purpose of this 1993 Stock Incentive Plan [the "Plan"] is to enable Sono-Tek
Corporation [the "Company" or "Sono-Tek"] to compete successfully in attracting,
motivating, and retaining employees, directors, and consultants with outstanding
abilities by making it possible for them to purchase shares of Sono-Tek's Common
Stock on terms which will give them a more direct and continuing interest in the
future success of the Company's business.

This Plan is intended  to  establish a policy of  encouraging  ownership  of the
Company's Common Stock by employees,  directors, and consultants of Sono-Tek and
of  providing  incentives  for  them  to put  forth  maximum  efforts  for  it's
successful  operations.  By extending to such  individuals  the  opportunity  to
acquire proprietary interests in Sono-Tek and to participate in its success, the
Plan may be  expected  to benefit  Sono-Tek  and its  shareholders  by making it
possible  for  Sono-Tek to attract and retain the best  available  talent and by
rewarding  such  individuals  for  their  part in  increasing  the  value of the
Company's stock.

2.       DEFINITIONS.

As used herein,  the  following  terms have the meanings  hereinafter  set forth
unless the context clearly indicates to the contrary:

2.1 "Award" shall mean Options granted pursuant to this Plan.

2.2 "Award  Agreement" shall mean the agreement  between the Award Recipient and
Sono-Tek setting forth the terms and conditions of an Award.

2.3 "Award Recipient" shall mean an individual who receives an Award pursuant to
this Plan.

2.4  "Board"  and  "Board of  Directors"  shall mean the board of  directors  of
Sono-Tek.

2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.6 "Common  Stock" shall mean shares of the common stock of Sono-Tek with a par
value of $.0l.

2.7  "Company"  means  Sono-Tek  Corporation,  a New York  corporation  with its
principal offices at 2012 Route 9W, Bldg. 3, Milton, New York 12547.

2.8  "Continuous   Employment"  shall  mean  continuous  regular  employment  by
Sono-Tek.
56

A leave of absence granted in accordance  with Sono-Tek's  usual procedure which
does not operate to interrupt  continuous  employment for other benefits granted
by  Sono-Tek  shall  not  be  considered  a  termination  of  employment  nor an
interruption of Continuous Employment hereunder,  and an employee who is granted
such a leave of absence shall be considered to be  continuously  employed during
the period of such leave;  provided,  that if  regulations  under the Code or an
amendment to the Code shall establish a more restrictive definition,  of a leave
of absence, such definition shall be substituted herein.

2.9  "Non-Employee  Director"  shall mean any director who is not an employee of
the Company.

2.10  "Consultant"  shall mean any  individual or  organization  retained by the
Company to provide consulting services.

2.11 "Incentive  Stock Options" shall mean those Options  granted  hereunder as,
and intended to be,  Incentive  Stock  Options as defined in, and which by their
terms comply with, the  requirements  for such options set out in Section 422 of
the Code, and Treasury Regulations issued pursuant thereto.

2.12  "Non-Qualified  Stock Options" shall mean those Options granted  hereunder
which are not Incentive Stock Options as described in paragraph 2.11.

2.13 "Option" shall mean an option to purchase Common Stock granted  pursuant to
the provisions of this Plan.

2.14 "Ten Percent  Shareholder"  shall mean an individual  who owns,  within the
meaning of Section 422 (b) (6) of the Code,  stock  possessing  more than (1 0%)
percent of the total combined voting power of all classes of stock of Sono-Tek.

3.       STOCK RESERVED FOR THE PLAN.

One million five  hundred  thousand  (1,500,000)  shares of the  authorized  but
unissued  Common  Stock are  reserved  for issue and may be issued  pursuant  to
Awards under the Plan.

In lieu of such unissued shares,  Sono-Tek may, in its discretion,  transfer, on
the exercise of Options,  reacquired  shares or shares  bought in the market for
the purposes of the Plan,  provided that (subject to the provisions of paragraph
13) the total number of shares  which may be granted or sold  pursuant to Awards
granted under the Plan shall not exceed 1,500,000.

If any Awards  granted  under the Plan shall for any reason  terminate or expire
without  having been  exercised,  the Common  Stock not issued under such Awards
shall be available again for the purposes of the Plan.
4.       ADMINISTRATION OF THE PLAN.

4.1 The Board of Directors shall  administer the Plan. The Board shall have full
authority in its discretion,  but subject to the express Provisions of the Plan,
to determine:  the  individuals to whom, and the time or times at which,  Awards
shall be granted; the number of shares to be covered by each Award; the purchase
price of the Common Stock  covered by each Option;  whether  Options shall be of
the  Incentive  Stock Option type,  or the  Non-Qualified  Stock Option type, or
both. The Board shall further have full authority at its discretion to interpret
the Plan; to prescribe,  amend and rescind rules and regulations relating to it;
to  determine  the  terms  (which  need not be  identical)  of Award  Agreements
executed and delivered  under the Plan,  including  such terms and provisions as
shall be requisite in the judgement of the Board to conform to any change in any
law or  regulation  applicable  thereto;  and to make all  other  determinations
deemed  necessary or advisable for the  administration  of the Plan. The Board's
determination on the foregoing matters shall be conclusive.

4.2  Notwithstanding  the provisions of paragraph 4.1, the selection of officers
and directors for participation in the Plan and decisions concerning the timing,
pricing  and  amount  of an Award  may,  at any time and from  time to time,  be
delegated  by the Board of  Directors  to a  committee  (the  "Committee").  The
Committee shall be not less than two directors and shall be comprised  solely of
Non-Employee  Directors,  as defined by Rule  16b-3(b)(3)(i)  of the  Securities
Exchange Act of 1934 ("1934 Act"),  or any successor  definition  adopted by the
Securities  Exchange  Commission,  and who shall each also qualify as an Outside
Director for purposes of Section  162(m) of the Code.  Any vacancy  occurring on
the  Committee  may be  filled by  appointment  by the  Board.  The Board at its
discretion  may  from  time  to  time  appoint   members  to  the  Committee  in
substitution  of  members  previously  appointed,  may  remove  members  of  the
Committee and may fill vacancies, however caused, in the Committee."

5.       ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING AWARDS.
5.1 Incentive Stock Options or Non-Qualified Stock Options may be granted to any
person  who,  at the time the Award is  granted,  is  regularly  employed by the
Company or any "subsidiary  corporation" of the Company, as that term is defined
by section  424(f) of the Code, as may now or hereafter  exist.  A member of the
Board of Directors of the Company who is not also a regular,  salaried  employee
of Sono-Tek,  will not be eligible to receive Incentive Stock Options.  Further,
no  Incentive  Stock  Options may be granted  hereunder  to an  individual  who,
immediately after such Option is granted, is a Ten Percent  Shareholder,  unless
(i) the option  price is at least 110% of the fair market value of such stock on
the date of grant and (ii) the  Option  may not be  exercised  more than 5 years
after the date of grant.  In  determining  the employees to whom Awards shall be
granted,  the number of shares of Common Stock to be covered by each Award,  the
term of any Option,  and whether any such  Option  shall be an  Incentive  Stock
Option, a Non-Qualified  Stock Option,  or both, the Board or committee,  as the
case may be,  shall take into  account the duties of the  respective  employees,
their  present and potential  contributions  to the success of Sono-Tek and such
other factors as they shall deem relevant in connection with  accomplishing  the
purpose of the Plan.  An employee  who has been  granted an Award may be granted
and hold an additional Award or Awards if the Board or committee so determines.

5.2  Non-Qualified  Stock  Options  may be  granted to  Non-Employee  Directors,
Consultants  to the Company and  employees  of  affiliates  of the  Company.  In
determining the Non-Employee Directors,  Consultants and employees of affiliates
to whom Awards shall be granted, and the term and the number of shares of Common
Stock to be  covered  by each  Award,  the Board or  committee  shall  take into
account the duties of such individuals, their contribution to the Success of the
Company,  and other such factors as they shall deem relevant in connection  with
accomplishing  the purpose of the Plan. Such individuals or organizations may be
granted  and hold an  additional  Award or Awards if the Board or  committee  so
determines.

6.       OPTION PRICES.

The purchase price of Common Stock covered by each Option shall be determined by
the Board or committee,  as the case may be, but shall not be less than 100% (or
110%  in  the  case  of an  Incentive  Stock  Option  granted  to a Ten  Percent
Shareholder) of the fair market value of the Common Stock at the time the Option
is granted.  The fair market value shall mean the simple average of the high and
low sales  prices of the Common  Stock as  reported  in the report of  composite
transactions (or other source  designated by the Board or committee) on the date
on which the Option is granted.

7.       TERM OF OPTIONS.

The term of each Option  shall be for such period as the Board shall  determine,
but not more than ten years (or 5 years in the case of an Incentive Stock Option
granted to a Ten Percent  Shareholder)  from the date of granting  thereof,  and
shall be subject to earlier termination as hereinafter provided. If the original
term of any  Option  is less than ten years (or 5 years in the case of an Option
granted to a Ten Percent  Shareholder)  from the date of  granting,  the Option,
prior to its expiration,  may be amended, with the approval of the Board and the
employee,  to extend  the term so that the term as  amended is not more than ten
years (or 5 years in the case of an  Incentive  Stock  Option  granted  to a Ten
Percent  Shareholder)  from the original date of granting of such Option. To the
extent not otherwise  prohibited by law, such extension shall not constitute the
grant of a new Option and the purchase  price  specified in such Option need not
be increased.

8.       EXERCISE OF OPTIONS.
8.1 In the case of Awards  granted to employees,  each Option shall provide that
it may be  exercised  as to  forty-five  percent  of the total  number of shares
covered  by such  Option on or after the date on which the  employee  shall have
completed  at least  one year of  Continuous  Employment  after the  Option  was
granted,  and as to an  additional  thirty-five  percent of the total  number of
shares  covered by such Option on or after the date on which the employee  shall
have completed at least two years of Continuous  Employment after the Option was
granted,  and as to the  final  twenty  percent  of the  total  number of shares
covered  by such  Option on or after the date on which the  employee  shall have
completed  at least three years of  Continuous  Employment  after the Option was
granted, so that upon completion of the third year of such Continuous Employment
after granting the Option,  the holder will have become entitled to purchase the
entire  number of shares  covered by the Option;  provided  that the Board shall
have  authority  to vary in advance of grant and from time to time after  grant,
the period of Continuous  Employment which shall be required for the exercise of
Options granted hereunder.

8.2 In the case of Awards  granted to  Non-Employee  Directors  each such Option
shall provide that it may be exercised as to one-half the total number of shares
covered by such Option on or after the date in which the  Non-Employee  Director
shall have  completed at least one year of service  after the Option was granted
and as to the remainder of the total number of shares  covered by such option on
or after the date of which such  Non-Employee  Director  will have  completed at
least two years of  continued  service,  provided  that the Board shall have the
authority  to vary in  advance  of grant and from time to time  after  grant the
period of service  which shall be required for the  exercise of Options  granted
hereunder.

8.3 In the case of Awards granted to Consultants, each such Option shall provide
that it may be exercised as to one-half of the total number of shares covered by
such  Option one year on or after the date the Option was  granted and as to the
remainder of the total number of shares covered by such Option,  two years after
the date the Option was granted.  The Board shall have the  authority to vary in
advance of grant and from time to time after grant the  exercise  period of such
grant.
8.4 Unless otherwise provided in the Award Agreement,  a holder of an Option may
purchase all or from time to time any part of, the shares for which the right to
purchase  has  accrued to him in  accordance  with the terms of this  paragraph;
provided,  however,  that an Option  shall not be  exercised as to fewer than 50
shares,  or all the remaining shares covered by the Option, if fewer than 50, at
any one time.  The  purchase  price of the shares as to which an Option shall be
exercised shall be paid in full at the time of exercise.  at the election of the
holder of an Option (i) in cash or currency of the United States of America,  or
by  certified  check  made  payable  to the  Company  in U.S.  dollars,  (ii) by
tendering to Sono-Tek shares of the Company's Common Stock,  then owned at least
six months by him,  having a fair market value equal to the cash exercise  price
applicable  to the  purchase  price of the shares as to which an Option is being
exercised,  or (iii) partly in cash or  certified  check and partly in shares of
Sono-Tek's  Common  Stock  valued at fair market  value.  Such fair market value
shall be  determined as of the close of the business day  immediately  preceding
the day on which the Option is  exercised,  in the manner set forth in paragraph
6.  Fractional  shares of Common Stock will not be issued.  Notwithstanding  the
foregoing,  the Board  shall  have the  right to  modify,  amend or  cancel  the
provisions  of clauses (ii) and (iii) above at any time upon prior notice to the
holders of Options. Except as provided in paragraphs 10 and 11 hereof, no Option
may be  exercised  at any time  unless  the  holder  thereof  is then a  regular
employee of Sono-Tek or any Subsidiary.  The holder of an Option shall have none
of the rights of a  stockholder  with  respect  to the shares  subject to option
until such shares shall have been  registered upon the exercise of the Option on
the  transfer  books  of the  Company  in the  name  of the  person  or  persons
exercising the Option.

8.5  Notwithstanding  any other  provision  of this Plan or any  Option  granted
hereunder,  any Option  granted  hereunder  and then  out-standing  shall become
immediately  exercisable  in full (i) in the  event a tender  offer or  exchange
offer is made by any  "person"  within  the  meaning  of  Section  14 (d) of the
Securities  Exchange Act of 1934 (the "Act") or (ii) in the event of a Change in
Control;  provided  that, if in the opinion of counsel to Sono-Tek the immediate
exercisability  of such  Option,  when taken into  consideration  with all other
"parachute  payments" as defined in Section 280G of the Code, would result in an
"excess  parachute  payment" as defined in such  section,  such Option shall not
become  immediately  exercisable  except as and to the  extent  the Board in its
discretion  otherwise  determines.  For purposes of this  Section,  a "Change in
Control"  shall have occurred if (i) any "person"  within the meaning of Section
14 (d) of the Act other than a holder of any Common Stock or Preferred  Stock of
the  Company  on the  date  this  Plan is  approved  by the  Board  becomes  the
"beneficial owner" as defined in Rule 13d-3 thereunder,  directly or indirectly,
of more than 25% of Sono-Tek's  Common Stock,  (ii) during any two-year  period,
individuals  who constitute  the Board of Directors of Sono-Tek (the  "Incumbent
Board") as of the  beginning of the period cease for any reason to constitute at
least a majority  thereof,  provided  that any  person  becoming a member of the
Board of Directors  during such period whose election or nomination for election
by Sono-Tek's  stockholders was approved by a vote of at least three-quarters of
the  Incumbent  Board  (either by a specific  vote or by  approval  of the proxy
statement  of  Sono-Tek in which such person is named as a nominee for the Board
of Directors  without  objection to such  nomination)  shall be, for purposes of
this  clause  (ii),  considered  as  though  such  person  were a member  of the
Incumbent  Board, or (iii) the approval by Sono-Tek's  stock holders of the sale
of all or substantially all of the assets of Sono-Tek.  The Board may adopt such
procedures  as to notice and  exercise as may be  necessary  to  effectuate  the
acceleration of the exercisability of Options as described above.

8.6 The  aggregate  fair market value  (determined  as of the date the Option is
granted) of the stock with  respect to which  Incentive  Stock  Options  granted
under the Plan and all other stock option plans of Sono-Tek are  exercisable for
the first time by any specific  individual  during any  calendar  year shall not
exceed $100,000.

9.       NONTRANSFERABILITY OF OPTIONS

An Option  granted under the Plan shall not be  transferable  otherwise  than by
will or the laws of descent and  distribution,  and an Option may be  exercised,
during the lifetime of the employee, only by him or her.

10.      TERMINATION OF EMPLOYMENT
10.1 If an employee  receiving an Option shall at any time not be an employee of
Sono-Tek, the Option shall at once terminate,  except as provided hereinafter in
this  paragraph.  In the event that the  employment  of an  employee  to whom an
Option  has  been  granted  under  the  Plan  shall be  terminated  (other  than
termination by the Company for cause as determined by the Board, or by reason of
retirement,  disability or death) such Option may,  subject to the provisions of
paragraphs  "8" and "11",  be  exercised,  to the extent that the  employee  was
entitled to do so at the date of  termination of his or her  employment,  at any
time within  sixty (60) days after such  termination,  but in no event after the
expiration of the term of the Option.  Options  granted under the Plan shall not
be affected by any change of duties or position so long as the holder  continues
to be an employee of Sono-Tek.

10.2 If a Non-Employee  Director awarded an Option shall at any time cease to be
a  Director  of the  Company,  the  Option  shall at once  terminate,  except as
provided hereinafter in this paragraph.  In the event the Non-Employee  Director
awarded an Option under the Plan shall be terminated  (other than termination by
the Company for cause as  determined by the Board,  or by reason of  retirement,
disability,  or death) such Option may,  subject to the provisions of paragraphs
"8" and "11", be  exercised,  to the extent that the Director was entitled to do
so at the date of  termination  of his or her  service,  at any time  within six
months after such termination,  but in no event after the expiration of the term
of the Option.

10.3 An Option  granted  to a  Consultant  may,  subject  to the  provisions  of
paragraphs  "8", and "11" be exercised,  to the extent that the  Consultant  was
entitled  to do so at the  date  of  the  termination  of his or her  consulting
services,  at any time within one year after such  termination,  but in no event
after the expiration of the term of the Option.

11.      RETIREMENT, DISABILITY OR DEATH OF EMPLOYEE.

If an employee to whom an Option has been  granted  under the Plan shall  retire
from Sono-Tek at normal retirement date pursuant to any pension plan provided by
Sono-Tek, or if such retirement is earlier than the employee's normal retirement
date,  and such  retirement  is with the prior  consent  of  Sono-Tek,  or if an
employee  is totally and  permanently  disabled,  such Option may be  exercised,
notwithstanding  the  provisions  of  paragraphs  "8" and "10"  hereof,  in full
without  regard to the  period of  Continuous  Employment  after the  Option was
granted at any time (a) in the case of an Incentive  Stock Option within 90 days
after  such  retirement  or  disability  retirement,  but in no event  after the
expiration of the term of the Option or (b) in the case of a Non-Qualified Stock
Option within 5 years after such retirement or disability retirement,  but in no
event after the expiration of the term of the Option.

If a person to whom an Option has been granted under the Plan shall die while he
or  she is  employed  by or in the  service  of  Sono-Tek,  such  Option  may be
exercised,  subject to the  provisions of paragraph "8", to the extent that such
person  was  entitled  to do so at the date of his  death,  by his  executor  or
administrator  or other  person  at the time  entitled  by law to such  person's
rights under the Option, at any time within such period,  not exceeding one year
after his or her death, as shall be prescribed in the Award Agreement, but in no
event after the expiration of the term of the Option.
12.      NO LOANS TO HOLDERS OF OPTIONS.

Neither  Sono-Tek,  nor any company with which it is affiliated  may directly or
indirectly  lend money to any person for the purpose of assisting  him or her to
acquire or carry  shares of the Common Stock issued upon the exercise of Options
granted under the Plan.

13.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

Notwithstanding  any other  provision  of the Plan,  the  Award  Agreements  may
contain such  provisions as the Board shall  determine for the adjustment of the
number and class of shares covered by each outstanding  Award, the option prices
and the minimum numbers of shares as to which Awards shall be exercisable at any
one time in the event of changes in the  outstanding  Common  Stock by reason of
stock   dividends,    split-ups,    spin-offs,    recapitalizations,    mergers,
consolidations,  combinations  or exchanges of shares and the like;  and, in the
event of any such change in the outstanding  Common Stock,  the aggregate number
and class of shares available under the Plan and the maximum number of shares as
to which Awards may be granted to any employee shall be appropriately adjusted.

14.      SHARE WITHHOLDING.

With respect to any Award,  the Board may, in its discretion and subject to such
rules as the Board may adopt,  permit the  employee to  satisfy,  in whole or in
part, any withholding tax obligation which may arise in connection with an Award
by election to have  Sono-Tek  withhold  Common Stock having a fair market value
(calculated  in  accordance  with  paragraph  "6"  on the  date  the  amount  of
withholding tax is determined) equal to the amount of the withholding tax.

15.      NO RIGHT TO CONTINUED EMPLOYMENT.

Nothing in the Plan or in any Award  granted  or Award  Agreement  entered  into
pursuant to the Plan shall confer upon any employee the right to continue in the
employ of Sono-Tek or interfere  with the right of Sono-Tek to terminate  his or
her employment at any time.

16.      TIME OF GRANTING AWARDS.

Nothing  contained in the Plan or in any resolution to be adopted by the holders
of  voting  stock  of  Sono-Tek  shall  constitute  the  granting  of any  Award
hereunder. An Award pursuant to the Plan shall be deemed to have been granted on
the date on which  the name of the  recipient  and the  terms of the  Award  are
determined by the Board.

17.      TERMINATION AND AMENDMENT OF THE PLAN.
Unless the Plan shall have been  terminated as  hereinafter  provided,  no Award
shall be granted  hereunder  after  October 12, 2003.  The Board of Directors of
Sono-Tek  may at any time  prior to that  date  terminate  the Plan or make such
modification  or  amendment  of the Plan as it shall deem  advisable;  provided,
however,  that no amendment may be made,  without the approval by the holders of
voting,  stock of Sono-Tek,  except as provided in  paragraph  13 hereof,  which
would (i) increase the maximum  number of shares for which Awards may be granted
under the Plan, (ii) change the manner of determining the minimum option prices,
(iii)  extend  the  period  during  which an Award may be  granted  or an Option
exercised, or (iv) amend the requirements as to the class of persons eligible to
receive Awards. No termination, modification, or amendment of the Plan or of any
Award  under the Plan,  may,  without the consent of the person to whom an Award
shall theretofore have been granted,  adversely affect the rights of such person
under such Award.

18.      GOVERNMENT REGULATIONS.

The  Plan  and  the  granting  and  exercising  of  Awards  thereunder,  and the
obligation of Sono-Tek to issue, sell and deliver shares,  as applicable,  under
such Awards, shall be subject to all applicable laws, rules and regulations.  In
particular, and without limiting the generality of the foregoing, as a condition
to the exercise of any Award, the Company may require the holder of an Option to
deliver to the Company (i) a written  certificate of the holder (or his personal
representative,  as the case may be) to the effect  that he is  purchasing  such
shares for  investment  and not with a view to the sale or  distribution  of any
such shares and (ii) such other certificates,  representations and agreements of
the  holder  (or his  personal  representative,  as the  case  may be) as may be
required  under the Plan or as the Company  shall also require in order that the
Company may be reasonably assured that the issuance,  delivery,  and disposition
of such shares are being and will be effected in compliance  with the Securities
Act of 1933, as amended (the "Act"), the Rules and Regulations thereunder, other
applicable  law, and the rules of each stock  exchange  upon which the shares of
Common Stock are listed, if any; provided,  however,  that if the offer and sale
of shares of Common  Stock upon  exercise of Options  granted  under the Plan is
registered  under the Act,  the holder (or his personal  representative,  as the
case may be) need not furnish the  certificate  described  in clause (i) of this
sentence. Certificates evidencing shares of Common Stock issued upon exercise of
the Option may contain such legends  reflecting  any  restrictions  upon sale or
transfer as in the view of counsel to the Company may be necessary to the lawful
and proper issuance of such certificates.

19.      SHAREHOLDER APPROVAL.

The Plan shall become  effective  upon adoption by the Board.  The Plan shall be
subject to approval by the affirmative  vote of the holders of a majority of all
outstanding  shares of capital  stock of the Company  entitled  to vote  thereon
within one (1) year before or after  adoption  of the Plan by the Board.  In the
event such shareholder approval is withheld or otherwise not received within the
given  time  period,  the Plan and all  options  which  may  have  been  granted
thereunder shall become null and void.
Exhibit 4.2

                 SONO-TEK CORPORATION 2003 STOCK INCENTIVE PLAN
                                  MAY 20, 2003

1.       OBJECTIVE OF THE PLAN.

The purpose of this 2003 Stock Incentive Plan [the "Plan"] is to enable Sono-Tek
Corporation [the "Company" or "Sono-Tek"] to compete successfully in attracting,
motivating, and retaining employees, directors, and consultants with outstanding
abilities by making it possible for them to purchase shares of Sono-Tek's Common
Stock on terms which will give them a more direct and continuing interest in the
future success of the Company's business.

This Plan is intended  to  establish a policy of  encouraging  ownership  of the
Company's Common Stock by employees,  directors, and consultants of Sono-Tek and
providing  incentives  for them to put forth maximum  efforts for its successful
operations.  By  extending  to  such  individuals  the  opportunity  to  acquire
proprietary  interests in Sono-Tek and to participate  in its success,  the Plan
may be expected to benefit  Sono-Tek and its  shareholders by making it possible
for  Sono-Tek to attract and retain the best  available  talent and by rewarding
such individuals for their part in increasing the value of the Company's stock.

2.       DEFINITIONS.

As used herein,  the  following  terms have the meanings  hereinafter  set forth
unless the context clearly indicates to the contrary:

2.1 "Award" shall mean Options granted pursuant to this Plan.

2.2 "Award  Agreement" shall mean the agreement  between the Award Recipient and
Sono-Tek setting forth the terms and conditions of an Award.

2.3 "Award Recipient" shall mean an individual who receives an Award pursuant to
this Plan.

2.4  "Board"  and  "Board of  Directors"  shall mean the board of  directors  of
Sono-Tek.

2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.6 "Common  Stock" shall mean shares of the common stock of Sono-Tek with a par
value of $.0l.

2.7  "Company"  means  Sono-Tek  Corporation,  a New York  corporation  with its
principal offices at 2012 Route 9W, Bldg. 3, Milton, New York 12547.

2.8  "Continuous   Employment"  shall  mean  continuous  regular  employment  by
Sono-Tek.  A leave of  absence  granted  in  accordance  with  Sono-Tek's  usual
procedure  which does not operate to interrupt  continuous  employment for other
benefits granted by Sono-Tek shall not be considered a termination of employment
nor an interruption of Continuous Employment  hereunder,  and an employee who is
granted such a leave of absence shall be considered to be continuously  employed
during the period of such leave; provided, that if regulations under the Code or
an amendment to the Code shall  establish a more  restrictive  definition,  of a
leave of absence, such definition shall be substituted herein.

2.9  "Non-Employee  Director"  shall mean any director who is not an employee of
the Company.

2.10  "Consultant"  shall mean any  individual or  organization  retained by the
Company to provide consulting services.

2.11 "Incentive  Stock Options" shall mean those Options  granted  hereunder as,
and intended to be,  Incentive  Stock  Options as defined in, and which by their
terms comply with, the  requirements  for such options set out in Section 422 of
the Code, and Treasury Regulations issued pursuant thereto.

2.12  "Non-Qualified  Stock Options" shall mean those Options granted  hereunder
which are not Incentive Stock Options as described in paragraph 2.11.

2.13 "Option" shall mean an option to purchase Common Stock granted  pursuant to
the provisions of this Plan.

2.14 "Ten Percent  Shareholder"  shall mean an individual  who owns,  within the
meaning of Section  422 (b) (6) of the Code,  stock  possessing  more than (10%)
percent of the total combined voting power of all classes of stock of Sono-Tek.

3.       STOCK RESERVED FOR THE PLAN.

One million,  five hundred  thousand  (1,500,000)  shares of the  authorized but
unissued  Common  Stock are  reserved  for issue and may be issued  pursuant  to
Awards under the Plan.

In lieu of such unissued shares,  Sono-Tek may, in its discretion,  transfer, on
the exercise of Options,  reacquired  shares or shares  bought in the market for
the purposes of the Plan,  provided that (subject to the provisions of paragraph
13) the total number of shares  which may be granted or sold  pursuant to Awards
granted under the Plan shall not exceed 1,500,000.

If any Awards  granted  under the Plan shall for any reason  terminate or expire
without  having been  exercised,  the Common  Stock not issued under such Awards
shall be available again for the purposes of the Plan.

4.       ADMINISTRATION OF THE PLAN.

4.1 The Board of Directors shall  administer the Plan. The Board shall have full
authority in its discretion,  but subject to the express Provisions of the Plan,
to determine:  the  individuals to whom, and the time or times at which,  Awards
shall be granted; the number of shares to be covered by each Award; the purchase
price of the Common Stock  covered by each Option;  whether  Options shall be of
the  Incentive  Stock Option type,  or the  Non-Qualified  Stock Option type, or
both; and vesting  schedule.  The Board shall further have full authority at its
discretion  to interpret  the Plan;  to  prescribe,  amend and rescind rules and
regulations relating to it; to determine the terms (which need not be identical)
of Award Agreements executed and delivered under the Plan,  including such terms
and provisions as shall be requisite in the judgement of the Board to conform to
any change in any law or regulation  applicable  thereto;  and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The Board's determination on the foregoing matters shall be conclusive.

4.2  Notwithstanding  the provisions of paragraph 4.1, the selection of officers
and directors for participation in the Plan and decisions concerning the timing,
pricing  and  amount  of an Award  may,  at any time and from  time to time,  be
delegated  by the Board of  Directors  to a  committee  (the  "Committee").  The
Committee shall be not less than two directors and shall be comprised  solely of
Non-Employee  Directors,  as defined by Rule  16b-3(b)(3)(i)  of the  Securities
Exchange Act of 1934 ("1934 Act"),  or any successor  definition  adopted by the
Securities  Exchange  Commission,  and who shall each also qualify as an Outside
Director for purposes of Section  162(m) of the Code.  Any vacancy  occurring on
the  Committee  may be  filled by  appointment  by the  Board.  The Board at its
discretion  may  from  time  to  time  appoint   members  to  the  Committee  in
substitution  of  members  previously  appointed,  may  remove  members  of  the
Committee and may fill vacancies, however caused, in the Committee."

5.       ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING AWARDS.

5.1 Incentive Stock Options or Non-Qualified Stock Options may be granted to any
person who, at the time the Award is granted,  is a regular,  salaried  employee
(which term shall  include  officers and  Directors  who are  regular,  salaried
employees) of Sono-Tek. A member of the Board of Directors of the Company who is
not also a regular,  salaried  employee  of  Sono-Tek,  will not be  eligible to
receive  Incentive  Stock Options.  Further,  no Incentive  Stock Options may be
granted  hereunder  to an  individual  who,  immediately  after  such  Option is
granted, is a Ten Percent  Shareholder,  unless (i) the option price is at least
110% of the fair  market  value of such  stock on the date of grant and (ii) the
Option  may not be  exercised  more than 5 years  after  the date of  grant.  In
determining the employees to whom Awards shall be granted,  the number of shares
of Common Stock to be covered by each Award, the term of any Option, and whether
any such Option  shall be an  Incentive  Stock  Option,  a  Non-Qualified  Stock
Option,  or both,  the Board or  committee,  as the case may be, shall take into
account the duties of the  respective  employees,  their  present and  potential
contributions  to the success of Sono-Tek  and such other  factors as they shall
deem  relevant in  connection  with  accomplishing  the purpose of the Plan.  An
employee  who has been  granted an Award may be granted  and hold an  additional
Award or Awards if the Board or committee so determines.

5.2  Non-Qualified  Stock Options may be granted to  Non-Employee  Directors and
Consultants  to the Company.  In  determining  the  Non-Employee  Directors  and
Consultants  to whom  Awards  shall be  granted,  and the term and the number of
shares of Common Stock to be covered by each Award, the Board or committee shall
take into account the duties of such  individuals,  their  contributions  to the
success of the Company,  and other such  factors as they shall deem  relevant in
connection  with  accomplishing  the purpose of the Plan.  Such  individuals  or
organizations may be granted and hold an additional Award or Awards if the Board
or committee so determines.

6.       OPTION PRICES.

The purchase price of Common Stock covered by each Option shall be determined by
the Board or committee,  as the case may be, but shall not be less than 100% (or
110%  in  the  case  of an  Incentive  Stock  Option  granted  to a Ten  Percent
Shareholder) of the fair market value of the Common Stock at the time the Option
is granted.  The fair market value shall mean the simple average of the high and
low sales  prices of the Common  Stock as  reported  in the report of  composite
transactions (or other source  designated by the Board or committee) on the date
on which the Option is granted.

7.       TERM OF OPTIONS.

The term of each Option  shall be for such period as the Board shall  determine,
but not more  than ten years (or five  years in the case of an  Incentive  Stock
Option granted to a Ten Percent  Shareholder) from the date of granting thereof,
and shall be subject to earlier  termination  as  hereinafter  provided.  If the
original term of any Option is less than ten years (or five years in the case of
an Option granted to a Ten Percent  Shareholder) from the date of granting,  the
Option, prior to its expiration,  may be amended, with the approval of the Board
and the  employee,  to extend  the term so that the term as  amended is not more
than ten years (or five years in the case of an Incentive  Stock Option  granted
to a Ten Percent Shareholder) from the original date of granting of such Option.
To the  extent  not  otherwise  prohibited  by law,  such  extension  shall  not
constitute  the grant of a new Option and the purchase  price  specified in such
Option need not be increased.

8.       EXERCISE OF OPTIONS.

8.1 In the case of Awards  granted to employees,  each Option shall provide that
it may be  exercised  as to  forty-five  percent  of the total  number of shares
covered  by such  Option on or after the date on which the  employee  shall have
completed  at least  one year of  Continuous  Employment  after the  Option  was
granted,  and as to an  additional  thirty-five  percent of the total  number of
shares  covered by such Option on or after the date on which the employee  shall
have completed at least two years of Continuous  Employment after the Option was
granted,  and as to the  final  twenty  percent  of the  total  number of shares
covered  by such  Option on or after the date on which the  employee  shall have
completed  at least three years of  Continuous  Employment  after the Option was
granted, so that upon completion of the third year of such Continuous Employment
after granting the Option,  the holder will have become entitled to purchase the
entire  number of shares  covered by the Option;  provided  that the Board shall
have  authority  to vary in advance of grant and from time to time after  grant,
the period of Continuous  Employment which shall be required for the exercise of
Options granted hereunder.

8.2 In the case of Awards  granted to  Non-Employee  Directors  each such Option
shall provide that it may be exercised as to one-half the total number of shares
covered by such Option on or after the date in which the  Non-Employee  Director
shall have  completed at least one year of service  after the Option was granted
and as to the remainder of the total number of shares  covered by such option on
or after the date of which such  Non-Employee  Director  will have  completed at
least two years of  continued  service,  provided  that the Board shall have the
authority  to vary in  advance  of grant and from time to time  after  grant the
period of service  which shall be required for the  exercise of Options  granted
hereunder.

8.3 In the case of Awards granted to Consultants, each such Option shall provide
that it may be exercised as to one-half of the total number of shares covered by
such  Option one year on or after the date the Option was  granted and as to the
remainder of the total number of shares covered by such Option,  two years after
the date  the  Option  was  granted,  provided  that the  Board  shall  have the
authority  to vary in  advance  of grant and from time to time  after  grant the
exercise period of such grant.

8.4 Unless otherwise provided in the Award Agreement,  a holder of an Option may
purchase all or from time to time any part of, the shares for which the right to
purchase  has  accrued to him in  accordance  with the terms of this  paragraph;
provided,  however,  that an Option  shall not be  exercised as to fewer than 50
shares,  or all the remaining shares covered by the Option, if fewer than 50, at
any one time.  The  purchase  price of the shares as to which an Option shall be
exercised shall be paid in full at the time of exercise.  at the election of the
holder of an Option (i) in cash or currency of the United States of America,  or
by  certified  check  made  payable  to the  Company  in U.S.  dollars,  (ii) by
tendering to Sono-Tek shares of the Company's Common Stock,  then owned at least
six months by him,  having a fair market value equal to the cash exercise  price
applicable  to the  purchase  price of the shares as to which an Option is being
exercised,  or (iii) partly in cash or  certified  check and partly in shares of
Sono-Tek's  Common  Stock  valued at fair market  value.  Such fair market value
shall be  determined as of the close of the business day  immediately  preceding
the day on which the Option is  exercised,  in the manner set forth in paragraph
6.  Fractional  shares of Common Stock will not be issued.  Notwithstanding  the
foregoing,  the Board  shall  have the  right to  modify,  amend or  cancel  the
provisions  of clauses (ii) and (iii) above at any time upon prior notice to the
holders of Options. Except as provided in paragraphs 10 and 11 hereof, no Option
may be  exercised  at any time  unless  the  holder  thereof  is then a  regular
employee of Sono-Tek or any Subsidiary.  The holder of an Option shall have none
of the rights of a  stockholder  with  respect  to the shares  subject to option
until such shares shall have been  registered upon the exercise of the Option on
the  transfer  books  of the  Company  in the  name  of the  person  or  persons
exercising the Option.

8.5  Notwithstanding  any other  provision  of this Plan or any  Option  granted
hereunder,  any Option  granted  hereunder  and then  outstanding  shall  become
immediately  exercisable  in full (i) in the  event a tender  offer or  exchange
offer is made by any  "person"  within  the  meaning  of  Section  14 (d) of the
Securities  Exchange Act of 1934 (the "Act") or (ii) in the event of a Change in
Control;  provided  that, if in the opinion of counsel to Sono-Tek the immediate
exercisability  of such  Option,  when taken into  consideration  with all other
"parachute  payments" as defined in Section 280G of the Code, would result in an
"excess  parachute  payment" as defined in such  section,  such Option shall not
become  immediately  exercisable  except as and to the  extent  the Board in its
discretion  otherwise  determines.  For purposes of this  Section,  a "Change in
Control"  shall have occurred if (i) any "person"  within the meaning of Section
14 (d) of the Act other than a holder of any Common Stock or Preferred  Stock of
the  Company  on the  date  this  Plan is  approved  by the  Board  becomes  the
"beneficial owner" as defined in Rule 13d-3 thereunder,  directly or indirectly,
of more than 25% of Sono-Tek's  Common Stock,  (ii) during any two-year  period,
individuals  who constitute  the Board of Directors of Sono-Tek (the  "Incumbent
Board") as of the  beginning of the period cease for any reason to constitute at
least a majority  thereof,  provided  that any  person  becoming a member of the
Board of Directors  during such period whose election or nomination for election
by Sono-Tek's  stockholders was approved by a vote of at least three-quarters of
the  Incumbent  Board  (either by a specific  vote or by  approval  of the proxy
statement  of  Sono-Tek in which such person is named as a nominee for the Board
of Directors  without  objection to such  nomination)  shall be, for purposes of
this  clause  (ii),  considered  as  though  such  person  were a member  of the
Incumbent Board, or (iii) the approval by Sono-Tek's stockholders of the sale of
all or  substantially  all of the assets of  Sono-Tek.  The Board may adopt such
procedures  as to notice and  exercise as may be  necessary  to  effectuate  the
acceleration of the exercisability of Options as described above.

8.6 The  aggregate  fair market value  (determined  as of the date the Option is
granted) of the stock with  respect to which  Incentive  Stock  Options  granted
under the Plan and all other stock option plans of Sono-Tek are  exercisable for
the first time by any specific  individual  during any  calendar  year shall not
exceed $100,000.

9.       NONTRANSFERABILITY OF OPTIONS

An Option  granted under the Plan shall not be  transferable  otherwise  than by
will or the laws of descent and  distribution,  and an Option may be  exercised,
during the lifetime of the employee, only by him or her.

10.      TERMINATION OF EMPLOYMENT

10.1 If an employee  receiving an Option shall at any time not be an employee of
Sono-Tek, the Option shall at once terminate,  except as provided hereinafter in
this  paragraph.  In the event that the  employment  of an  employee  to whom an
Option  has  been  granted  under  the  Plan  shall be  terminated  (other  than
termination by the Company for cause as determined by the Board, or by reason of
retirement,  disability or death) such Option may,  subject to the provisions of
paragraphs  "8" and "11",  be  exercised,  to the extent that the  employee  was
entitled to do so at the date of  termination of his or her  employment,  at any
time within  sixty (60) days after such  termination,  but in no event after the
expiration of the term of the Option.  Options  granted under the Plan shall not
be affected by any change of duties or position so long as the holder  continues
to be an employee of Sono-Tek.

10.2 If a Non-Employee  Director awarded an Option shall at any time cease to be
a  Director  of the  Company,  the  Option  shall at once  terminate,  except as
provided hereinafter in this paragraph.  In the event the Non-Employee  Director
awarded an Option under the Plan shall be terminated  (other than termination by
the Company for cause as  determined by the Board,  or by reason of  retirement,
disability,  or death) such Option may,  subject to the provisions of paragraphs
"8" and "11", be  exercised,  to the extent that the Director was entitled to do
so at the date of  termination  of his or her  service,  at any time  within six
months after such termination,  but in no event after the expiration of the term
of the Option.

10.3 An Option  granted  to a  Consultant  may,  subject  to the  provisions  of
paragraphs  "8", and "11" be exercised,  to the extent that the  Consultant  was
entitled  to do so at the  date  of  the  termination  of his or her  consulting
services,  at any time within one year after such  termination,  but in no event
after the expiration of the term of the Option.

11.      RETIREMENT, DISABILITY OR DEATH OF EMPLOYEE.

If an employee to whom an Option has been  granted  under the Plan shall  retire
from Sono-Tek at normal retirement date pursuant to any pension plan provided by
Sono-Tek, or if such retirement is earlier than the employee's normal retirement
date,  and such  retirement  is with the prior  consent  of  Sono-Tek,  or if an
employee  is totally and  permanently  disabled,  such Option may be  exercised,
notwithstanding  the  provisions  of  paragraphs  "8" and "10"  hereof,  in full
without  regard to the  period of  Continuous  Employment  after the  Option was
granted at any time (a) in the case of an Incentive  Stock Option within 90 days
after  such  retirement  or  disability  retirement,  but in no event  after the
expiration of the term of the Option or (b) in the case of a Non-Qualified Stock
Option within 5 years after such retirement or disability retirement,  but in no
event after the expiration of the term of the Option.

If a person to whom an Option has been granted under the Plan shall die while he
or  she is  employed  by or in the  service  of  Sono-Tek,  such  Option  may be
exercised,  subject to the  provisions of paragraph "8", to the extent that such
person  was  entitled  to do so at the date of his  death,  by his  executor  or
administrator  or other  person  at the time  entitled  by law to such  person's
rights under the Option, at any time within such period,  not exceeding one year
after his or her death, as shall be prescribed in the Award Agreement, but in no
event after the expiration of the term of the Option.

12.      NO LOANS TO HOLDERS OF OPTIONS.

Neither  Sono-Tek,  nor any company with which it is affiliated  may directly or
indirectly  lend money to any person for the purpose of assisting  him or her to
acquire or carry  shares of the Common Stock issued upon the exercise of Options
granted under the Plan.

13.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

Notwithstanding  any other  provision  of the Plan,  the  Award  Agreements  may
contain such  provisions as the Board shall  determine for the adjustment of the
number and class of shares covered by each outstanding  Award, the option prices
and the minimum numbers of shares as to which Awards shall be exercisable at any
one time in the event of changes in the  outstanding  Common  Stock by reason of
stock   dividends,    split-ups,    spin-offs,    recapitalizations,    mergers,
consolidations,  combinations  or exchanges of shares and the like;  and, in the
event of any such change in the outstanding  Common Stock,  the aggregate number
and class of shares available under the Plan and the maximum number of shares as
to which Awards may be granted to any employee shall be appropriately adjusted.

14.      SHARE WITHHOLDING.

With respect to any Award,  the Board may, in its discretion and subject to such
rules as the Board may adopt,  permit the  employee to  satisfy,  in whole or in
part, any withholding tax obligation which may arise in connection with an Award
by election to have  Sono-Tek  withhold  Common Stock having a fair market value
(calculated  in  accordance  with  paragraph  "6"  on the  date  the  amount  of
withholding tax is determined) equal to the amount of the withholding tax.

15.      NO RIGHT TO CONTINUED EMPLOYMENT.

Nothing in the Plan or in any Award  granted  or Award  Agreement  entered  into
pursuant to the Plan shall confer upon any employee the right to continue in the
employ of Sono-Tek or interfere  with the right of Sono-Tek to terminate  his or
her employment at any time.

16.      TIME OF GRANTING AWARDS.

Nothing  contained in the Plan or in any resolution to be adopted by the holders
of  voting  stock  of  Sono-Tek  shall  constitute  the  granting  of any  Award
hereunder. An Award pursuant to the Plan shall be deemed to have been granted on
the date on which  the name of the  recipient  and the  terms of the  Award  are
determined by the Board.

17.      TERMINATION AND AMENDMENT OF THE PLAN.

Unless the Plan shall have been  terminated as  hereinafter  provided,  no Award
shall be  granted  hereunder  after  May 20,  2013.  The Board of  Directors  of
Sono-Tek  may at any time  prior to that  date  terminate  the Plan or make such
modification  or  amendment  of the Plan as it shall deem  advisable;  provided,
however, that no amendment may be made, without the approval by the holders of a
majority of voting stock of Sono-Tek, except as provided in paragraph 13 hereof,
which would (i)  increase  the maximum  number of shares for which Awards may be
granted under the Plan, (ii) change the manner of determining the minimum option
prices,  (iii)  extend  the  period  during  which an Award may be granted or an
Option  exercised,  or (iv)  amend the  requirements  as to the class of persons
eligible to receive Awards.  No termination,  modification,  or amendment of the
Plan or of any Award under the Plan,  may,  without the consent of the person to
whom an Award shall  theretofore have been granted,  adversely affect the rights
of such person under such Award.

18.      GOVERNMENT REGULATIONS.

The  Plan  and  the  granting  and  exercising  of  Awards  thereunder,  and the
obligation of Sono-Tek to issue, sell and deliver shares,  as applicable,  under
such Awards, shall be subject to all applicable laws, rules and regulations.  In
particular, and without limiting the generality of the foregoing, as a condition
to the exercise of any Award, the Company may require the holder of an Option to
deliver to the Company (i) a written  certificate of the holder (or his personal
representative,  as the case may be) to the effect  that he is  purchasing  such
shares for  investment  and not with a view to the sale or  distribution  of any
such shares and (ii) such other certificates,  representations and agreements of
the  holder  (or his  personal  representative,  as the  case  may be) as may be
required  under the Plan or as the Company  shall also require in order that the
Company may be reasonably assured that the issuance,  delivery,  and disposition
of such shares are being and will be effected in compliance  with the Securities
Act of 1933, as amended (the "Act"), the Rules and Regulations thereunder, other
applicable  law, and the rules of each stock  exchange  upon which the shares of
Common Stock are listed, if any; provided,  however,  that if the offer and sale
of shares of Common  Stock upon  exercise of Options  granted  under the Plan is
registered  under the Act,  the holder (or his personal  representative,  as the
case may be) need not furnish the  certificate  described  in clause (i) of this
sentence. Certificates evidencing shares of Common Stock issued upon exercise of
the Option may contain such legends  reflecting  any  restrictions  upon sale or
transfer as in the view of counsel to the Company may be necessary to the lawful
and proper issuance of such certificates.

19.      SHAREHOLDER APPROVAL.

The Plan shall become  effective  upon adoption by the Board.  The Plan shall be
subject to approval by the affirmative  vote of the holders of a majority of all
outstanding  shares of capital  stock of the Company  entitled  to vote  thereon
within one (1) year before or after  adoption  of the Plan by the Board.  In the
event such shareholder approval is withheld or otherwise not received within the
given  time  period,  the Plan and all  options  which  may  have  been  granted
thereunder shall become null and void.
Exhibit 4.3

SONO-TEK CORPORATION

INCENTIVE STOCK OPTION AGREEMENT UNDER 1993 STOCK INCENTIVE PLAN

         THIS  AGREEMENT,   made  as  of  <
>,   by  and  between  Sono-Tek
Corporation,  a New York corporation with its principal office at 2012 Route 9W,
Building 3, Milton, NY 12547 (the "Company") and <
> <
>, residing at
<
>,  <
>, <
> <
>, an employee (the "Optionee") of the
Company as defined in the 1993 Stock Incentive Plan as amended (the "Plan").

                         W I T N E S S E T H:

         WHEREAS,  the Board of  Directors of the Company is of the opinion that
the  interests  of the  Company  will be advanced by  recognizing  employees  of
outstanding  abilities by making it possible for them to purchase  shares of the
Company's  Common  Stock  on  terms  which  will  give  them a more  direct  and
continuing interest in the future success of the Company's business;

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable consideration, the parties hereto hereby agree as follows:

         1. Subject and pursuant to all terms and conditions of the Plan, a copy
of which is  annexed  hereto as  Exhibit A and made a part  hereof as though set
forth fully herein,  the Company agrees to and does hereby grant to the Optionee
the right and option (the  "Option") to purchase all or any part of an aggregate
of  <
>  shares of common stock of the Company,  par value $.01 per share
("Common  Stock") to be issued as provided in the Plan at the price of <
>
per share,  subject to  adjustment  as provided in paragraph 13 of the Plan.  If
there  should be any  conflict  between  provisions  of this  Agreement  and the
provisions of the Plan, the provisions of the Plan shall control.

         2. The  Option may not be  exercised  more than ten (10) years from the
date of grant of this  Option  and may be  exercised  during  such  term only in
accordance  with  the  terms  and  provisions  of the  Plan  and the  terms  and
provisions contained herein.

         3. The  Option is  intended  to qualify as an  incentive  stock  option
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  as
amended from time to time (the "Code").

         4. The Option may be exercised  prior to the tenth  anniversary  of the
date of grant  (the  "Expiration  Date")  in  installments  of not less than 500
shares,  unless the Optionee's  aggregate  number of exercisable  Options is for
less than 500 shares,  then the Optionee must  exercise all remaining  shares of
the Option.  Each Option shall be exercisable during the respective  installment
periods set forth in the Table of Exercise below. The right of exercise shall be
cumulative  so  that  if the  Option  is not  exercised  to the  maximum  extent
permissible  during any initial  exercise  period,  it shall be exercisable,  in
whole or in part,  with respect to all shares not so purchased at any time prior
to the Expiration Date or the earlier termination of the Option.
TABLE OF EXERCISE

-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------

-----------------------------------------------------------
-----------------------------------------------------------

-----------------------------------------------------------
-----------------------------------------------------------

-----------------------------------------------------------

         5. The Option  granted in this Option  Agreement  may be  exercised  in
whole or in part as provided in the Plan by the Optionee's delivering or mailing
to the Company written notice of exercise in the form prescribed by the Board or
by a Committee  appointed  by the Board to  administer  the Plan,  if any,  duly
signed by the  Optionee.  Such exercise  shall be effective  upon (a) receipt of
written  notice by the  Company  and (b)  payment in full to the  Company of the
purchase price upon the exercise of the Option.  The Option may not be exercised
if the issuance of shares of Common Stock upon such exercise would  constitute a
violation  of any  applicable  Federal  or  State  securities  or  other  law or
regulation.

         6. The Company shall deliver, or cause to be delivered, to the Optionee
(or his personal representative,  as the case may be) stock certificates for the
number of  shares of Common  Stock  with  respect  to which the  Option is being
exercised,  against  receipt of payment  therefor  in full by cash or  certified
check (or  equivalent  form of cash  payment  as agreed to by the  Company)  and
delivery  of  (i) a  written  certificate  of  the  Optionee  (or  his  personal
representative,  as the case may be) to the effect  that he is  purchasing  such
shares for  investment  and not with a view to the sale or  distribution  of any
such shares and (ii) such other certificates,  representations and agreements of
the  Optionee  (or his  personal  representative,  as the case may be) as may be
required  under the Plan or as the Company  shall also require in order that the
Company be reasonably  assured that the issuance,  delivery and  disposition  of
such shares are being and will be effected in compliance with the Securities Act
of 1933, as amended (the "Act"),  the Rules and  Regulations  thereunder,  other
applicable  law, and the rules of each stock  exchange  upon which the shares of
Common Stock are listed, if any; provided,  however,  that if the offer and sale
of shares of Common  Stock upon  exercise of options  granted  under the Plan is
registered under the Act, the Optionee (or his personal  representative,  as the
case may be) need not furnish the  certificate  described  in clause (i) of this
sentence. Certificates evidencing shares of Common Stock issued upon exercise of
the Option may contain such legends  reflecting  any  restrictions  upon sale or
transfer as in the view of counsel to the Company may be necessary to the lawful
and proper  issuance of such  certificates.  If  outstanding  shares of the same
class as the shares subject to the option shall be listed on any stock exchange,
the Company  shall not be obligated to deliver any shares until such shares have
been listed (or authorized for listing upon official notice of issuance) on each
such stock  exchange.  The  Company  shall use its best  efforts to effect  such
listing. Delivery of the shares of Common Stock may be made at the office of the
Company or at the office of a  transfer  agent  appointed  for the  transfer  of
shares of Common Stock.
7. In addition to and in furtherance of the provisions of the Plan, the
following terms and conditions shall apply to the exercise of the Option:

         (a) As this option is, and is intended to be, an Incentive Stock Option
under the  Internal  Revenue  Code of 1986,  as  amended,  in no event shall the
exercise  price of the Option be less than 100% of the fair market  value of the
shares of Common Stock subject to the Option on the date hereof.

         (b) The Option shall not be  transferable  otherwise than by will or by
the laws of descent and distribution.  The Option shall not be subject, in whole
or in part, to attachment, execution or levy of any kind.

         (c) The Option shall expire and all rights  thereunder shall end at the
expiration  of such period (which the Board has set at ten years) after the date
hereof as fixed by the  Board,  subject in all cases to  earlier  expiration  as
provided  in  subsections  (d)  and  (e)  of  this  Section  7 in the  event  of
termination of employment or death.

         (d)  During  the  lifetime  of  the  Optionee,   the  Option  shall  be
exercisable  only by the  employee and only while  continuously  employed by the
Company,  except that the Option can be exercised  (i) within three months after
the employee  retires  pursuant to any pension  plan  provided by Sono-Tek or if
such retirement is earlier than the employee's  normal  retirement date and such
retirement  is with the prior consent of Sono-Tek,  or (ii) if disabled  (within
the  meaning  of  Section  22 (e)  (3) of the  Code),  within  one  year of such
disability,  or (iii) within 60 days of termination  (other than termination for
cause),  but,  in any case,  not later than the end of the  period  fixed by the
Board in accordance with the provisions of subsection (c) of this Section if and
to the  extent  the  Option  was  exercisable  by him on the  last  day of  such
employment  or the last day before  his  disability  began,  as the case may be.
Notwithstanding  the  foregoing,  in  the  event  that  the  Optionee  shall  be
terminated for cause, all rights as to any outstanding unexercised and unexpired
options or portions thereof shall immediately terminate.

         (e) If the Optionee  dies within a period during which the Option could
have been  exercised by him, the Option may be exercised  within 12 months after
his death or such shorter  period as the Board may determine (but not later than
the end of the period fixed by the Board in  accordance  with the  provisions of
subsection  (c) of this Section 7) by those  entitled under his will or the laws
of descent and distribution  (the  "Recipients"),  but only if and to the extent
the Option was exercisable by him immediately prior to his death.

         (f) As this  is an  Incentive  Stock  Option,  in no  event  shall  the
Optionee,  immediately  after the Option is granted,  own  capital  stock of the
Company or a Subsidiary  possessing  more than 10% of the total combined  voting
power value of all classes of capital  stock of the  Company,  unless the option
price at the time such Incentive Stock Option is granted is at least 110% of the
fair market value of the shares of common stock subject to the  Incentive  Stock
Option,  and this Incentive  Stock Option is not  exercisable by its terms after
the expiration of five years from the date of grant.
8. The Optionee hereby agrees that if at any time the Company registers
any of its  securities  under the Act (other  than  pursuant  to a  registration
statement on form S-8 or similar or successor form) (a "Public  Offering"),  and
the  representative of the underwriters  involved in such registration  requires
that the  Optionee  agree not to sell or  otherwise  transfer  or dispose of his
Option Shares (a "Lock-up Agreement"), then the Optionee shall enter into such a
Lock-up  Agreement  in such form and on such terms as shall be  approved  by the
Board of Directors of the Company,  which form and terms shall be similar to the
forms and terms of any other  Lock-up  Agreements  entered into by the executive
officers of the Company in connection with such registration.

         9. Neither the Optionee nor his legal representative shall be, nor have
any of the rights or privileges  of, a shareholder  of the Company in respect of
any of the shares of Common  Stock  issuable  upon the  exercise of this Option,
unless and until  certificates  representing  such shares shall have been issued
and delivered to the Optionee (or his legal representative).

         10. The Option may not be transferred  in any manner  otherwise than by
will or the laws of  descent or  distribution  and may be  exercised  during the
lifetime of the Optionee  only by him. The terms of this Option shall be binding
upon  the  Executors,  administrators,  heirs,  successors  and  assigns  of the
Optionee.

Dated as of:  <
>
Sono-Tek  Corporation
2012 Route 9W, Building 3
Milton,  NY 12547                   ATTEST:

By:  _______________
Christopher  L. Coccio
Chief  Executive Officer

         The Optionee  hereby  acknowledges  receipt of a copy of the Plan,  and
represents  that he is familiar  with the terms and  provisions  thereof and the
terms and provisions of this Option  Agreement,  including,  but not limited to,
the terms and  provisions of Section 8 hereof,  and the Optionee  hereby accepts
Option subject to all the terms and provisions  thereof and herein. The Optionee
hereby  agrees to accept  as  binding,  conclusive  and final all  decisions  or
interpretations of the Board of Directors,  upon any questions arising under the
Plan. The Optionee hereby authorizes the Company to withhold, in accordance with
applicable law, from any  compensation  payable to him, any taxes required to be
withheld  by  federal,  state or local  law as a result of the  exercise  of the
Option.

Dated as of: ____________________        By: ____________________
                                            <
> <
>
Exhibit 5.1

                     (Letterhead of David M. Henkoff, Esq.)

                                                        February 12, 2004

Sono-Tek Corporation
2012 Route 9W
Milton, New York 12547

Attention:  Board of Directors
                                    Re:     Registration Statement on Form S-8

Gentlemen:

         I have acted as counsel to Sono-Tek Corporation, a New York corporation
(the  "Company"),  in  connection  with  the  filing  by the  Company  with  the
Securities  and  Exchange   Commission  (the  "Commission")  of  a  Registration
Statement  on Form S-8  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  relating to the  registration  of an aggregate of 2,552,562
shares of  Common  Stock of the  Company,  par  value  $.01 per  share  ("Common
Stock"),  underlying options ("Options") which have been or may be granted under
the Sono-Tek  Corporation 1993 Stock Incentive Plan and the Sono-Tek Corporation
2003 Stock Incentive Plan (the "Plans").

         In connection with this opinion, I have examined  originals,  or copies
certified or otherwise  identified to my  satisfaction,  of the  Certificate  of
Incorporation  of the  Company,  as  amended,  the  By-Laws of the  Company,  as
amended,  the  minutes  and other  records  of the  proceedings  of the Board of
Directors  and of the  stockholders  of the  Company,  the Plans and such  other
documents,  corporate  and  public  records,  agreements,  and  certificates  of
officers of the Company and of public and other officials, and I have considered
such  questions  of law, as I have deemed  necessary as a basis for the opinions
hereinafter expressed. In such examination I have assumed the genuineness of all
signatures and the  authenticity  of all documents  submitted to me as originals
and the  conformity to original  documents of all  documents  submitted to me as
certified or photostatic  copies.  As to any facts  material to this opinion,  I
have  relied  upon  statements  and   representations   of  officers  and  other
representatives of the Company.

         Based on and subject to the foregoing,  I hereby advise you that, in my
opinion,  the issuance of shares of Common Stock upon exercise of any Options in
accordance  with the  provisions  and subject to the conditions set forth in the
agreements pursuant to which the Options were granted (the "Option  Agreements")
has been duly authorized and, when the  consideration for such shares shall have
been received by the Company and shares shall be issued pursuant to such Options
in  accordance  with the terms and  subject to the  conditions  set forth in the
Option  Agreements,  such shares of Common Stock will be legally  issued,  fully
paid and nonassessable.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to  the  reference  to my  firm  in  the  Company's
Registration  Statement  on Form S-8.  In giving this  consent,  I do not hereby
admit that I am included in the  category of persons  whose  consent is required
under  Section  7 of the  Securities  Act or the rules  and  regulations  of the
Commission promulgated thereunder.

                                   Very truly yours,

                                  /s/ David M. Henkoff
                                  --------------------
                                   David M. Henkoff
Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
of Sono-tek Corporation

We  have  issued  our  report  dated  May 2,  2003,  relating  to the  financial
statements of Sono-tek Corporation for each of the years ended February 28, 2003
and February 28, 2002 appearing in the Company's Form 10-KSB.  Such reports have
been incorporated by reference in this Registration Statement. We consent to the
incorporation  by  reference in this  Registration  Statement on Form S-8 of the
aforementioned reports.

                                   /s/Radin, Glass & Co., LLP
                                   --------------------------
                                   Certified Public Accountants

New York, New York
February 12, 2004
Exhibit 23.2

Consent of David M. Henkoff, Esq. (included in Exhibit 5.1)

Exhibit 24.1

Power of Attorney (include herein).