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                                                                     Exhibit 4.1

                                 TELKONET, INC.
                              AMENDED AND RESTATED
                              STOCK INCENTIVE PLAN

         1. PURPOSE. The purpose of the Telkonet, Inc. Stock Incentive Plan (the
"Plan") is to further the long term stability and financial success of Telkonet,
Inc., a Utah corporation (the "Company"), by retaining and attracting key
employees, non-employee directors and consultants of the Company through the use
of stock incentives utilizing the Company's common stock (the "Company Stock").
It is believed that ownership of Company Stock will stimulate the efforts of
those employees, consultants and directors of the Company upon whose efforts,
interest and judgment the Company is and will be largely dependent for success.
It is also believed that Incentive Awards granted to employees and directors
under this Plan will strengthen their desire to remain with the Company and will
further identify the interests of those employees and directors with the
interests of the Company's shareholders. The Plan is intended to conform to the
provisions of Securities and Exchange Commission Rule 16b-3, if Company Stock
becomes Publicly Traded in the future.

         2. DEFINITIONS. As used in the Plan, the following terms have the
meanings indicated:

                  "1933 Act" means the Securities Exchange Act of 1933, as
amended.

                  "1934 Act" means the Securities Exchange Act of 1934, as
amended.

                  "Applicable Withholding Taxes" means the aggregate amount of
any federal, state and local income and payroll taxes that the Company is
required to withhold in connection with any exercise of a Nonstatutory Stock
Option or Stock Appreciation Right, or the lapse of restrictions with respect to
Restricted Stock.

                  "Board" means the board of directors of the Company.

                  "Change of Control" means the occurrence of any event deemed
by the Committee, in its SOLE discretion, to constitute a Change of Control of
the Company, and before the Company Stock is Publicly Traded, shall include an
event described in (i), or (ii):

                           (i) the closing date of any sale or other disposition
of substantially all the assets of the Company, other than in the ordinary
course of business.

                           (ii) following the closing(s) of Financing(s) whereby
the Company raises $25,000,000 or more in the aggregate, any person or persons
attaining ownership of more than 50% of the Company Stock, other than (A) any
person or persons who own Company Stock as of the effective date specified in
Section 11 (the "Existing Shareholders"); (B) any trusts, partnerships or
corporations controlled by the Existing Shareholders; (C) the Company, any
subsidiary of the Company, any employee benefit plan of the Company or any
subsidiary; or (D) any entity holding Company Stock for or pursuant to the terms
of any such employee benefit plan.

                           After the Company Stock is Publicly Traded, "Change
of Control" shall include an event described in (iii), (iv), (v), or (vi):

                           (iii) The acquisition by a Group of Beneficial
Ownership of 50% or more of the Stock or the Voting Power of the Company, but
excluding for this purpose: (A) any acquisition by the Company (or a
subsidiary), or an employee benefit plan of the Company; or (B) any acquisition
of Common Stock of the Company by management employees of the Company. For
purposes of this Section, "Group" means any individual, entity or group within
the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act, "Beneficial

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Ownership" has the meaning in Rule 13d-3 promulgated under the 1934 Act, "Stock"
means the then outstanding shares of common stock, and "Voting Power" means the
combined voting power of the outstanding voting securities entitled to vote
generally in the election of directors.

                           (iv) Individuals who constitute the Board on the date
immediately after the Company Stock becomes Publicly Traded (the "Incumbent
Board") cease to constitute at least a majority of the Board, provided that any
director whose nomination was approved by a majority of the Incumbent Board
shall be considered a member of the Incumbent Board unless such individual's
initial assumption of office is in connection with an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the 1934 Act).

                           (v) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, in which the owners of
more than 50% of the Stock or Voting Power of the Company do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, more than 50% of the Stock or Voting Power of the corporation
resulting from such reorganization, merger or consolidation.

                           (vi) A complete liquidation or dissolution of the
Company or of its sale or other disposition of all or substantially all of the
assets of the Company.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Committee" means the committee appointed by the Board (as
described in Section 14), or the entire Board, if no committee is appointed, to
administer this Plan.

                  "Company" means Telkonet, Inc., a Utah corporation.

                  "Company Stock" means common stock of the Company. In the
event of a change in the capital structure of the Company (including any change
in connection with Company Stock becoming Publicly Traded) the shares resulting
from such a change shall be deemed to be Company Stock within the meaning of the
Plan.

                  "Date of Grant" means the date on which an Incentive Award is
granted by the Committee or such later date specified by the Committee as the
date as of which the grant of the Incentive Award is to be effective.

                  "Disability" or "Disabled" means, as to an Incentive Stock
Option, a Disability within the meaning of Code Section 22(e)(3). As to all
other Incentive Awards, the Committee shall determine whether a Disability
exists and such determination shall be conclusive.

                  "Employee" means an individual employed by the Company or the
Parent or a Subsidiary of the Company.

                  "Fair Market Value" means, if the Company Stock is not
actively Publicly Traded, the value of a share of Company Stock determined by
the Committee in good faith. If the Company Stock is actively Publicly Traded,
the value of a share of Company Stock, determined as follows:

                           (i) if such Company Stock is then quoted on the
Nasdaq National Market, its closing price on the Nasdaq National Market on the
date of determination, as reported in THE WALL STREET JOURNAL;

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                           (ii) if such Company Stock is then listed on a
national securities exchange, its closing price on the date of determination on
the principal national securities exchange on which the Company Stock is listed
or admitted to trading, as reported in THE WALL STREET JOURNAL;

                           (iii) if such Company Stock is not quoted on the
Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices on the date
of determination, as reported in THE WALL STREET JOURNAL; or

                           (iv) if none of the foregoing is applicable, by the
Committee in good faith.

                  "Incentive Award" means, collectively, an award of Restricted
Stock, an Option or a Stock Appreciation Right granted under the Plan.

                  "Incentive Stock Option" means an Option intended to meet the
requirements of, and to qualify for favorable federal income tax treatment
under, Code Section 422. Incentive Stock Options may be granted only to
Employees.

                  "Mature Shares" means shares of Company Stock for which the
holder thereof has good title, free and clear of all liens and encumbrances and
which such holder either (i) has held for at least six months or (ii) has
purchased on the open market.

                  "Non-Employee Director" means a member of the Board who is not
an Employee of the Company or the Parent or a Subsidiary of the Company, as
defined in Rule 16b-3 under the 1934 Act.

                  "Nonstatutory Stock Option" means an Option which does not
meet the requirements of Code Section 422, or even if meeting the requirements
of Code Section 422, is not intended to be an Incentive Stock Option and is so
designated.

                  "Option" means a right to purchase Company Stock granted under
the Plan, at a price determined in accordance with the Plan.

                  "Parent" means, with respect to any corporation, a parent of
that corporation within the meaning of Code Section 424(e).

                  "Participant" means an Employee, Non-Employee Director or
consultant who receives an Incentive Award under the Plan.

                  "Publicly Traded" means a registration statement with respect
to Company Stock that was filed by the Company with the Securities and Exchange
Commission has become effective.

                  "Restricted Stock" means Company Stock awarded upon the terms
and subject to the restrictions set forth in Section 6.

                  "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission promulgated under the 1934 Act. A reference in the Plan to Rule 16b-3
shall include a reference to any corresponding rule (or number redesignation) of
any amendment to Rule 16b-3 enacted after the effective date of the Plan's
adoption. The provisions of the Plan relating to Rule 16b-3 shall be applicable
only if the Company Stock becomes Publicly Traded.

                  "Stock Appreciation Right" means a right to receive amounts
from the Company granted pursuant to Section 8 of the Plan.

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                  "Subsidiary" means, with respect to any corporation, a
subsidiary of that corporation within the meaning of Code Section 424(f).

                  "10% Shareholder" means a person who owns, directly or
indirectly, stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary of the Company.
Indirect ownership of stock shall be determined in accordance with Code Section
424(d).

                  "Taxable Year" means the fiscal period used by the Company for
reporting taxes or income under the Code.

         3. GENERAL. The following types of Incentive Awards may be granted
under the Plan: Restricted Stock, Incentive Stock Options, Nonstatutory Stock
Options or Stock Appreciation Rights.

         4. STOCK. Subject to Section 12 of the Plan, there shall be reserved
for issuance under the Plan an aggregate of 7,000,000 shares of Company Stock,
which shall be authorized but unissued shares. Shares allocable to Incentive
Awards or portions thereof granted under the Plan that expire or otherwise
terminate unexercised may again be subjected to an Incentive Award under the
Plan. The Committee is expressly authorized to make an Incentive Award to a
Participant conditioned upon the surrender for cancellation of an existing
Incentive Award. For purposes of determining the number of shares that are
available for Incentive Awards under the Plan, such number shall, to the extent
permissible under Rule 16b-3 if the Company Stock is Publicly Traded, include
the number of shares surrendered by an optionee or retained by the Company in
payment of Applicable Withholding Taxes.

         5. ELIGIBILITY.

                  (a) Any Employee, Non-Employee Director or consultant of the
Company (or Parent or Subsidiary of the Company) who, in the judgment of the
Committee has contributed or can be expected to contribute to the profits or
growth of the Company (or Parent or Subsidiary) shall be eligible to receive
Incentive Awards under the Plan. The Committee shall have the power and complete
discretion, as provided in Section 14 hereof, to select eligible Participants to
receive Incentive Awards and to determine for each Participant the terms and
conditions, the nature of the award and the number of shares to be allocated to
each Participant as part of each Incentive Award. Both the Board and the
Committee shall have the power and complete discretion, as provided in Section
14, to select eligible Non-Employee Directors and consultants to receive
Incentive Awards and to determine for each Non-Employee Director or consultant
the nature of the award and the terms and conditions of each Incentive Award.

                  (b) The grant of an Incentive Award shall not obligate the
Company or any Parent or Subsidiary of the Company to pay an Employee,
Non-Employee Director or consultant any particular amount of remuneration, to
continue the employment of the Employee after the grant or to make further
grants to the Employee, Non-Employee Director or consultant at any time
thereafter.

         6. RESTRICTED STOCK AWARDS.

                  (a) The Committee may make grants of Restricted Stock to
Participants. Whenever the Committee deems it appropriate to grant Restricted
Stock, notice shall be given to the Participant stating the number of shares of
Restricted Stock granted and the terms and conditions to which the Restricted
Stock is subject. This notice, when accepted in writing by the Participant,
shall become an award agreement between the Company and the Participant, and
certificates representing the shares shall be issued and delivered to the
Participant. Restricted Stock may be awarded by the Committee in its discretion
without cash consideration.

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                  (b) No shares of Restricted Stock may be sold, assigned,
transferred, pledged, hypothecated, or otherwise encumbered or disposed of until
the restrictions on such shares as set forth in the Participant's award
agreement have lapsed or been removed pursuant to paragraph (d) or (e) below.

                  (c) Upon the acceptance by a Participant of an award of
Restricted Stock, such Participant shall, subject to the restrictions set forth
in paragraph (b) above, have all the rights of a shareholder with respect to
such shares of Restricted Stock, including, but not limited to, the right to
vote such shares of Restricted Stock and the right to receive all dividends and
other distributions paid thereon. Certificates representing Restricted Stock
shall bear a legend referring to the restrictions set forth in the Plan and the
Participant's award agreement.

                  (d) The Committee shall establish as to each award of
Restricted Stock the terms and conditions upon which the restrictions set forth
in paragraph (b) above shall lapse. Such terms and conditions may include,
without limitation, the lapsing of such restrictions as a result of the
Disability, death or retirement of the Participant or the occurrence of a Change
of Control.

                  (e) Notwithstanding the provisions of paragraph (b) above, the
Committee may at any time, in its sole discretion, accelerate the time at which
any or all restrictions will lapse or remove any and all such restrictions.

                  (f) Each Employee shall agree at the time his or her
Restricted Stock is granted, and as a condition thereof, to pay to the Company,
or make arrangements satisfactory to the Company regarding the payment to the
Company of, Applicable Withholding Taxes. Until such amount has been paid or
arrangements satisfactory to the Company have been made, no stock certificate
free of a legend reflecting the restrictions set forth in paragraph (b) above
shall be issued to such Participant. As an alternative to making a cash payment
to the Company to satisfy Applicable Withholding Taxes, if the grant so
provides, the Employee may elect to (i) deliver Mature Shares or (ii) have the
Company retain that number of shares of Company Stock that would satisfy all or
a specified portion of the Applicable Withholding Taxes. The Company may require
the Participant to execute a shareholder agreement or such other form of
agreement as it may deem appropriate as a condition to permitting restrictions
on Restricted Stock to lapse.

         7. STOCK OPTIONS.

                  (a) Whenever the Committee deems it appropriate to grant
Options, notice shall be given to the eligible person stating the number of
shares for which Options are granted, the Option price per share, whether the
Options are Incentive Stock Options or Nonstatutory Stock Options, the extent to
which Stock Appreciation Rights are granted (as provided in Section 8 hereof)
and the conditions to which the grant and exercise of the Options are subject.
This notice, when duly accepted in writing by the Participant, shall become a
stock option agreement between the Company and the Participant.

                  (b) The exercise price of shares of Company Stock covered by
an Option shall be not less than 100% of the Fair Market Value of such shares on
the Date of Grant. If the employee is a 10% Shareholder and the Option is an
Incentive Stock Option, the exercise price shall be not less than 110% of the
Fair Market Value of such shares on the Date of Grant.

                  (c) Options may be exercised in whole or in part at such times
as may be specified by the Committee in the Participant's stock option
agreement; provided that the exercise provisions for Incentive Stock Options
shall in all events not be more liberal than the following provisions:

                           (i) No Incentive Stock Option may be exercised after
ten years (or, in the case of an Incentive Stock Option granted to a 10%
Shareholder, five years) from the Date of Grant.

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                           (ii) An Incentive Stock Option shall be subject to
such other conditions on exercise as may be imposed under the Code.

                  (d) The Committee may, in its discretion, grant Options that
by their terms become fully exercisable upon a Change of Control,
notwithstanding other conditions on exercisability in the stock option
agreement.

         8.       STOCK APPRECIATION RIGHTS.

                  (a) Whenever the Committee deems it appropriate, Stock
Appreciation Rights may be granted in connection with all or any part of an
Option to a Participant or in a separate Incentive Award.

                  (b) The following provisions apply to all Stock Appreciation
Rights that are granted in connection with Options:

                           (i) Stock Appreciation Rights shall entitle the
Participant, upon exercise of all or any part of the Stock Appreciation Rights,
to surrender to the Company unexercised that portion of the underlying Option
relating to the same number of shares of Company Stock as is covered by the
Stock Appreciation Rights (or the portion of the Stock Appreciation Rights so
exercised) and to receive in exchange from the Company an amount equal to the
excess of (x) the Fair Market Value on the date of exercise of the Company Stock
covered by the surrendered portion of the underlying Option over (y) the
exercise price of the Company Stock covered by the surrendered portion of the
underlying Option. The Committee may limit the amount that the Participant will
be entitled to receive upon exercise of Stock Appreciation Rights.

                           (ii) Upon the exercise of a Stock Appreciation Right
and surrender of the related portion of the underlying Option, the Option, to
the extent surrendered, shall not thereafter be exercisable.

                           (iii) Subject to any further conditions upon exercise
imposed by the Committee, a Stock Appreciation Right shall be exercisable only
to the extent that the related Option is exercisable and a Stock Appreciation
Right shall expire no later than the date on which the related Option expires.

                           (iv) A Stock Appreciation Right may only be exercised
at a time when the Fair Market Value of the Company Stock covered by the
Stock Appreciation Right exceeds the exercise price of the Company Stock covered
by the underlying Option.

                  (c) The following provisions apply to all Stock Appreciation
Rights that are not granted in connection with Options:

                           (i) Stock Appreciation Rights shall entitle the
Participant, upon exercise of all or any part of the Stock Appreciation Rights,
to receive in exchange from the Company an amount equal to the excess of (x) the
Fair Market Value on the date of exercise of the Company Stock covered by the
surrendered Stock Appreciation Right over (y) the Fair Market Value of the
Company Stock on the Date of Grant of the Stock Appreciation Right. The
Committee may limit the amount that the Participant will be entitled to receive
upon exercise of Stock Appreciation Rights.

                           (ii) A Stock Appreciation Right may only be exercised
at a time when the Fair Market Value of the Company Stock covered by the
Stock Appreciation Right exceeds the Fair Market Value of the Company Stock on
the Date of Grant of the Stock Appreciation Right.

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                  (d) The manner in which the Company's obligation arising upon
the exercise of a Stock Appreciation Right shall be paid shall be determined by
the Committee and shall be set forth in the Incentive Award. The Incentive Award
may provide for payment in Company Stock or cash, or a fixed combination of
Company Stock or cash, or the Committee may reserve the right to determine the
manner of payment at the time the Stock Appreciation Right is exercised. Shares
of Company Stock issued upon the exercise of a Stock Appreciation Right shall be
valued at their Fair Market Value on the date of exercise.

         9. METHOD OF EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS.

                  (a) Options and Stock Appreciation Rights may be exercised by
the Participant by giving written notice of the exercise to the Company, stating
the number of shares the Participant has elected to purchase under the Option or
the number of Stock Appreciation Rights the Participant has elected to exercise.
In the case of the purchase of shares under an Option, such notice shall be
effective only if accompanied by the exercise price in full in cash; provided,
however, that if the terms of an Option, or the Committee by separate action, so
permits, the Participant may (i) deliver Mature Shares (valued at their Fair
Market Value on the date of exercise) in satisfaction of all or part of the
exercise price, (ii) cause to be withheld from the Option shares, shares of
Company Stock (valued at their Fair Market Value on the date of exercise) in
satisfaction of all or any part of the exercise price, (iii) deliver a properly
executed exercise notice together with irrevocable instructions to a broker to
deliver promptly to the Company, from the sale or loan proceeds with respect to
the sale of Company Stock or a loan secured by Company Stock, the amount
necessary to pay the exercise price and, if required by the Committee,
Applicable Withholding Taxes, or (iv) deliver an interest bearing promissory
note, payable to the Company, in payment of all or part of the exercise price
together with such collateral as may be required by the Committee at the time of
exercise. The interest rate under any such promissory note shall be established
by the Committee and shall be at least equal to the minimum interest rate
required at the time to avoid imputed interest under the Code.

                  (b) The Company may require the Participant to execute a
shareholder agreement or such other form of agreement as it may deem appropriate
as a condition to transfer of Company Stock to the Participant upon exercise of
an Option or a Stock Appreciation Right. The Company may place on any
certificate representing Company Stock issued upon the exercise of an Option or
a Stock Appreciation Right any legend deemed desirable by the Company's counsel
to comply with federal or state securities laws, and the Company may require a
customary written indication of the Participant's investment intent. Until the
Participant has made any required payment, including any Applicable Withholding
Taxes, and has had issued a certificate for the shares of Company Stock
acquired, he or she shall possess no shareholder rights with respect to the
shares.

                  (c) Each Employee shall agree as a condition of the exercise
of an Option or a Stock Appreciation Right to pay to the Company Applicable
Withholding Taxes, or make arrangements satisfactory to the Company regarding
the payment to the Company of such amounts. Until Applicable Withholding Taxes
have been paid or arrangements satisfactory to the Company have been made, no
stock certificate shall be issued upon the exercise of an Option or a Stock
Appreciation Right.

                  (d) As an alternative to making a cash payment to the Company
to satisfy Applicable Withholding Taxes, if the Option or Stock Appreciation
Right agreement so provides, or the Committee by separate action so provides, an
Employee may, subject to the provisions set forth below, elect to (i) deliver
Mature Shares or (ii) have the Company retain that number of shares of Company
Stock that would satisfy all or a specified portion of the Applicable
Withholding Taxes. The Committee shall have sole discretion to approve or
disapprove any such election.

                  (e) Notwithstanding anything herein to the contrary, if the
Company Stock is Publicly Traded, Options and Stock Appreciation Rights shall
always be granted and exercised in such a manner as to conform to the provisions
of Rule 16b-3.

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         10. NONTRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS.
Options and Stock Appreciation Rights shall not be transferable except to the
extent specifically provided in the Incentive Award. Incentive Stock Options, by
their terms, shall not be transferable except by will or by the laws of descent
and distribution, and shall be exercisable during the Participant's lifetime
only by the Participant.

         11. EFFECTIVE DATE OF THE PLAN. This Plan shall be effective as of
September 15, 2000 and shall be submitted for approval to the shareholders of
the Company and to the holders of the Company's Series A-1 Preferred Stock.
Until (i) the Plan has been approved by the Company's shareholders and by the
holders of the Company's Series A-1 Preferred Stock, and (ii) the requirements
of any applicable federal or state securities laws have been met, no Option or
Stock Appreciation Right shall be exercisable, and no Restricted Stock shall be
granted.

         12. TERMINATION, MODIFICATION, CHANGE. If not sooner terminated by the
Board, this Plan shall terminate at the close of the business day that is the
day immediately preceding the ten year anniversary of the effective date (as
provided in Section 11). No Incentive Awards shall be made under the Plan after
its termination. The Board may terminate the Plan or may amend the Plan in such
respects as it shall deem advisable; provided, that, if and to the extent
required by the Code or applicable federal or state securities law, or
regulations thereunder, no change shall be made that materially increases the
total number of shares of Company Stock reserved for issuance pursuant to
Incentive Awards granted under the Plan (except pursuant to Section 13 hereof),
materially expands the class of persons eligible to receive Incentive Awards, or
materially increases the benefits accruing to Participants under the Plan,
unless such change is authorized in accordance with the provisions of the
Charter of the Company. Notwithstanding the foregoing, the Board may amend the
Plan and unilaterally amend Incentive Awards as it deems appropriate to ensure
compliance with applicable federal or state securities laws or regulations
thereunder and to cause Incentive Stock Options to meet the requirements of the
Code and regulations thereunder. Except as provided in the preceding sentence, a
termination or amendment of the Plan shall not, without the consent of the
Participant, detrimentally affect a Participant's rights under an Incentive
Award previously granted to him.

         13. CHANGE IN CAPITAL STRUCTURE.

                  (a) In the event of a stock dividend, stock split or
combination of shares, recapitalization or merger in which the Company is the
surviving corporation or other change in the Company's capital stock (including,
but not limited to, the creation or issuance to shareholders generally of
rights, options or warrants for the purchase of common stock or preferred stock
of the Company), the number and kind of shares of stock or securities of the
Company to be subject to the Plan and to Incentive Awards then outstanding or to
be granted thereunder, the maximum number of shares or securities which may be
delivered under the Plan, the maximum number of shares or securities that can be
granted to an individual Participant under Section 4 hereof, the exercise price,
the terms of Incentive Awards and other relevant provisions shall be
appropriately adjusted by the Committee, whose determination shall be binding on
all persons. If the adjustment would produce fractional shares with respect to
any unexercised Option, the Committee may adjust appropriately the number of
shares covered by the Option so as to eliminate the fractional shares.

                  (b) If the Company is a party to a consolidation or a merger
in which the Company is not the surviving corporation, a transaction that
results in the acquisition of substantially all of the Company's outstanding
stock by a single person or entity, or a sale or transfer of substantially all
of the Company's assets, the Committee may take such actions with respect to
outstanding Incentive Awards as the Committee deems appropriate.

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                  (c) Notwithstanding anything in the Plan to the contrary, the
Committee may take the foregoing actions without the consent of any Participant,
and the Committee's determination shall be conclusive and binding on all persons
for all purposes.

         14. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee, who shall be appointed by the Board. In the absence of the Committee,
the Board shall have authority to act in place of the Committee. The Committee
shall have general authority to impose any limitation or condition upon an
Incentive Award the Committee deems appropriate to achieve the objectives of the
Incentive Award and the Plan and, without limitation and in addition to powers
set forth elsewhere in the Plan, shall have the following specific authority:

                  (a) The Committee shall have the power and complete discretion
to determine (i) which eligible persons shall receive Incentive Awards and the
nature of each Incentive Award, (ii) the number of shares of Company Stock to be
covered by each Incentive Award, (iii) whether Options shall be Incentive Stock
Options or Nonstatutory Stock Options, (iv) when, whether and to what extent
Stock Appreciation Rights shall be granted, (v) the Fair Market Value of Company
Stock, (vi) the time or times when an Incentive Award shall be granted, (vii)
whether an Incentive Award shall become vested over a period of time and when it
shall be fully vested, (viii) when Options or Stock Appreciation Rights may be
exercised, (ix) whether a Disability exists, (x) the manner in which payment
will be made upon the exercise of Options or Stock Appreciation Rights, (xi)
conditions relating to the length of time before disposition of Company Stock
received upon the exercise of Options or Stock Appreciation Rights is permitted,
(xii) whether to approve a Participant's election (A) to deliver Mature Shares
to satisfy Applicable Withholding Taxes or (B) to have the Company withhold from
the shares to be issued upon the exercise of a Nonstatutory Stock Option or a
Stock Appreciation Right the number of shares necessary to satisfy Applicable
Withholding Taxes, (xiii) notice provisions relating to the sale of Company
Stock acquired under the Plan, and (xiv) any additional requirements relating to
Incentive Awards that the Committee deems appropriate. The Committee shall have
the power to amend the terms of previously granted Incentive Awards so long as
the terms as amended are consistent with the terms of the Plan and provided that
the consent of the Participant is obtained with respect to any amendment that
would be detrimental to him or her, except that such consent will not be
required if such amendment is for the purpose of complying with Rule 16b-3 or
any requirement of the Code applicable to the Incentive Award.

                  (b) The Committee may adopt rules and regulations for carrying
out the Plan. The interpretation and construction of any provision of the Plan
by the Committee shall be final and conclusive. The Committee may consult with
counsel, who may be counsel to the Company, and shall not incur any liability
for any action taken in good faith in reliance upon the advice of counsel.

                  (c) A majority of the members of the Committee shall
constitute a quorum, and all actions of the Committee shall be taken by a
majority of the members present. Any action may be taken by a written instrument
signed by all of the members, and any action so taken shall be fully effective
as if it had been taken at a meeting.

                  (d) The Board from time to time may appoint members previously
appointed and may fill vacancies, however caused, in the Committee.

                  (e) With respect to Non-Employee Directors, the Board or the
Committee shall be authorized to make grants of Restricted Stock and
Nonstatutory Stock Options in its discretion, provided such grants are made in
compliance with other provisions of the Plan. In such case, the Board shall hold
the same general and specific authority granted to the Committee under this
Section 14 and other provisions of the Plan.

<PAGE>

         15. NOTICE. All notices and other communications required or permitted
to be given under this Plan shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed first class, postage prepaid, as
follows (a) if to the Company - at its principal business address to the
attention of the Secretary; (b) if to any Participant - at the last address of
the Participant known to the sender at the time the notice or other
communication is sent.

         16. INTERPRETATION. The terms of this Plan are subject to all present
and future regulations and rulings of the Secretary of the Treasury or his
delegate relating to the qualification of Incentive Stock Options under the
Code. If any provision of the Plan conflicts with any such regulation or ruling,
then that provision of the Plan shall be void and of no effect.

         17. COMPLIANCE WITH LAW. Notwithstanding any other provision of this
Plan, Incentive Awards may be granted pursuant to this Plan, and Company Stock
may be issued pursuant to the exercise thereof by a Participant, only after
there has been compliance with all applicable federal and state securities laws,
and such grants and issuances will be subject to this overriding condition. The
Company will not be required to register or qualify Company Stock with the
Securities and Exchange Commission or any state agency.

         18. STOCK CERTIFICATES. Any certificates representing Company Stock
issued pursuant to the exercise of Incentive Awards will bear all legends
required by law and necessary to effectuate this Plan's provisions. The Company
may place a "stop transfer" order against shares of Company Stock until all
restrictions and conditions set forth in this Plan and in the legends referred
to in this Plan have been complied with.

         19. AMENDMENT AND DISCONTINUANCE. The Board may amend, suspend or
discontinue this Plan at any time or from time to time, but no such action may
alter or impair any Incentive Award previously granted under this Plan without
the consent of the holder of such Incentive Award.

         20. CITATIONS TO STATUTES. References in this Plan to any statutes,
regulations, or portions thereof are intended to refer to the statutes,
regulations, or portions thereof in force at the time of the Plan's adoption by
the Board and as subsequently amended, or to any substantially similar successor
statutes, regulations or portions thereof resulting from recodification,
renumbering, or other enactment or promulgation.

         21. GOVERNING LAW. This Plan will be governed by, and construed in
accordance with, the laws of the State of Utah.

         22. COPIES OF PLAN. A copy of this Plan will be delivered to each
Participant at or before the time he or she executes any agreement pursuant to
this Plan.

         IN WITNESS WHEREOF, this Amended and Restated Stock Incentive Plan has
been executed this 17th day of April, 2002.

                                              Telkonet, Inc., a Utah corporation

                                              By: /S/ J. Gregory Fowler
                                                  ------------------------------
                                              J. Gregory Fowler,
                                              President & CEO