AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                 TELKONET, INC.
 
 
         1.       TELKONET, INC., a corporation organized and existing under the
                  laws of the State of Utah (the "Corporation"), hereby
                  certifies as follows:
 
         The name of the corporation is Telkonet, Inc.
 
         The original Articles of Incorporation of the Corporation were filed
with the State of Utah on July 28, 1977.
 
         These Amended and Restated Articles of Incorporation (these "RESTATED
ARTICLES") amend and restate the provisions of the Articles of Incorporation and
have been duly adopted by the Board of Directors and shareholders of the
Corporation.
 
         The text of the Articles of Incorporation of the Corporation is hereby
amended and restated to read in its entirety as follows:
 
 
                                    ARTICLE I
 
                                 CORPORATE NAME
                                 --------------
 
         The name of the Corporation is Telkonet, Inc.
 
 
                                   ARTICLE II
 
                                     PURPOSE
                                     -------
 
         The Corporation is organized to engage in any lawful acts, businesses,
activities and pursuits for which a corporation may be organized under the Utah
Act.
 
 
                                   ARTICLE III
 
                                  CAPITAL STOCK
                                  -------------
 
         The Corporation is authorized to issue two classes of shares to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares of Common Stock authorized to be issued is one hundred million
(100,000,000) and the total number of shares of Preferred Stock authorized to be
issued is fifteen million (15,000,000). All shares of stock authorized hereunder
shall have a par value of 1/10th of one cent ($.001) per share.
 
         The preferences, limitations and relative rights of each class of
shares (to the extent established hereby), and the express grant of authority to
the Board of Directors to amend these Restated Articles of Incorporation to
divide the Preferred Stock into series, to establish and modify the preferences,
limitations and relative rights of each share of Preferred Stock, and to
otherwise impact the capitalization of the Corporation, subject to certain
limitations and procedures and as permitted by Section 602 of the Utah Act, are
as follows:
 
                                       7
<PAGE>
 
         A.         Common Stock.
                    ------------
 
         VOTING RIGHTS. Except as otherwise expressly provided by law or in
                  this Article III, each outstanding share of Common Stock shall
                  be entitled to one (1) vote on each matter to be voted on by
                  the shareholders of the Corporation.
 
         LIQUIDATION RIGHTS. Subject to any prior or superior rights of
                  liquidation as may be conferred upon any shares of Preferred
                  Stock, and after payment or provision for payment of the debts
                  and other liabilities of the Corporation, upon any voluntary
                  or involuntary liquidation, dissolution or winding up of the
                  affairs of the Corporation, the holders of Common Stock then
                  outstanding shall be entitled to receive all of the assets and
                  funds of the Corporation remaining and available for
                  distribution. Such assets and funds shall be divided among and
                  paid to the holders of Common Stock, on a pro-rata basis,
                  according to the number of shares of Common Stock held by
                  them.
 
         DIVIDENDS. Dividends may be paid on the outstanding shares of Common
                  Stock as and when declared by the Board of Directors, out of
                  funds legally available therefor; provided, however, that no
                  dividends shall be made with respect to the Common Stock until
                  any preferential dividends required to be paid or set apart
                  for any shares of Preferred Stock have been paid or set apart.
 
         RESIDUAL RIGHTS. All rights accruing to the outstanding shares of the
                  Corporation not expressly provided for to the contrary herein
                  or in any amendment hereto or thereto shall be vested in the
                  Common Stock.
 
         PREEMPTIVE RIGHTS. No holder of shares of Common Stock shall be
                  entitled to any preemptive or preferential rights of
                  subscription to any shares of any class of capital stock of
                  the Corporation, whether now or hereafter authorized, or to
                  any obligations convertible into capital stock of the
                  Corporation issued or sold. The term "obligations convertible
                  into capital stock" shall include any notes, bonds or other
                  evidences of indebtedness to which are attached or with which
                  are issued warrants or other rights to purchase capital stock
                  of the Corporation.
 
         B.       Preferred Stock.
                  ---------------
 
                  The Board of Directors, without shareholder action, may amend
the Corporation's Restated Articles, pursuant to the authority granted to the
Board of Directors by Subsection 1002(1)(e) and within the limits set forth in
Section 602 of the Utah Act, to do any of the following:
 
                  (i) designate and determine, in whole or in part, the
preferences, limitations and relative rights of the Preferred Stock before the
issuance of any shares of Preferred Stock;
 
                  (ii) create one or more series of Preferred Stock, fix the
number of shares of each such series (within the total number of authorized
shares of Preferred Stock available for designation as a part of such series),
and designate and determine, in whole or in part, the preferences, limitations
and relative rights of each series of Preferred Stock all before the issuance of
any shares of such series;
 
                  (iii) alter or revoke the preferences, limitations and
relative rights granted to or imposed upon the Preferred Stock (before the
issuance of any shares of Preferred Stock), or upon any wholly-unissued series
of Preferred Stock); or
 
                  (iv) increase or decrease the number of shares constituting
any series of Preferred Stock, the number of shares of which was originally
fixed by the Board of Directors, either before or after the issuance of shares
of the series, provided that the number may not be decreased below the number of
shares of such series then outstanding, or increased above the total number of
authorized shares of Preferred Stock available for designation as a part of such
series.
 
 
                                   ARTICLE IV
 
                            LIMITATION OF LIABILITIES
                            -------------------------
 
         To the fullest extent permitted by the Utah Act or any other applicable
law as now in effect or as it may hereafter be amended, a director of the
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for any action taken or any failure to take
any action, as a director.
 
                                       8
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                                    ARTICLE V
 
                                 INDEMNIFICATION
                                 ---------------
 
         The Corporation shall indemnify all officers and directors of the
Corporation against all liability for any action taken or any failure to take
action to the fullest extent permitted by the Utah Act or any other applicable
law as now in effect or as it may hereafter be amended.
 
 
                                   ARTICLE VI
 
                          ADDRESS AND REGISTERED AGENT
                          ----------------------------
 
         The street address of the initial registered office of the Corporation
is:
 
                  Suite 1200 Beneficial Life Tower
                  36 South State Street
                  Salt Lake City, Utah 84111
 
         The name of its original registered agent at such address is:
 
                               Richard J. Lawrence
 
 
         IN WITNESS WHEREOF, these Amended and Restated Articles of
Incorporation have been adopted and executed on October 12, 2000.
 
 
 
 
                                     /S/ L. PETER LARSON
                                     ---------------------------------
                                     L. Peter Larson, President and
                                              Chief Executive Officer
 
 
UNITED STATES OF AMERICA            )
STATE OF MARYLAND                          :        SS
CITY/COUNTY OF Anne Arundel         )
 
         On this 12 day of October, 2000, before me personally appeared L.
Peter Larson, to me known and being duly sworn, deposes and says that he is the
President and Chief Executive Officer of Telkonet, Inc., and that he is
authorized to and did execute the above instrument.
 
 
                                                /s/ David C. Martino
                                                -------------------------
                                                Notary Public