EXHIBITS

                                 OPTELECOM, INC.

                                     BY-LAWS

                           Amended and Restated as of
                                December 1, 1998

                                    ARTICLE I
                                    Officers

        Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

        Section 2. The Corporation may also have offices at such places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II
                            Meetings of Stockholders

        Section 1. All meetings of the stockholders for the election of
directors shall be held at such place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of meeting or in a duly executed
waiver of notice thereof.

        Section 2. Annual meetings of stockholders, commencing with the year
1982, shall be held at a date and time in the third week of May, or any other
week, as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a Board of Directors, and transact such other business as may properly be
brought before the meeting.

        Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than 60 days before the date of the
meeting.

        Section 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.



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        Section 5. Special meetings of the stockholder, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

        Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than 60 days before the date
of the meeting, to each stockholder entitled to vote at such meeting.

     Section 7. No business shall be transacted at any Annual Meeting of
Stockholders, except as may be (i) specified in the notice of the meeting given
by or at the direction of the Board (including, if so specified, any stockholder
proposal submitted pursuant to the rules and regulations of the Securities and
Exchange Commission), (ii) otherwise brought before the meeting by or at the
direction of the Board or (iii) otherwise brought before the meeting in
accordance with the procedure set forth in the following paragraph, by a
stockholder of the corporation entitled to vote at such meeting.

        For business to be brought by a stockholder before an Annual Meeting of
Stockholders pursuant to clause (iii) above, the stockholder must have given
written notice thereof to the Secretary of the corporation, such notice to be
received at the principal executive offices of the corporation not less than 90
nor more than 120 days prior to the one year anniversary of the date of the
Annual Meeting of Stockholders of the previous year provided however; that in
the event that the Annual Meeting of Stockholders is called for a date that is
not within 30 days before or after such anniversary date, notice by the
stockholder must be received at the principal executive offices of the
corporation not later than the close of business on the tenth day following the
day on which the corporation's notice of the date of the meeting is first given
or made to the stockholders or disclosed to the general public (which disclosure
may be effected by means of a publicly available filing with the Securities and
Exchange Commission), whichever occurs first. A stockholder's notice to the
Secretary shall set forth, as to each matter the stockholder proposes to bring
before the Annual Meeting of Stockholders, (i) a brief description of the
business proposed to be brought before the Annual Meeting of Stockholders and of
the reasons for bringing such business before the meeting and, if such business
includes a proposal to amend either the Certificate of Incorporation or these
By-Laws, the text of the proposed amendment, (ii) the name and record address of
the stockholder proposing such business, (iii) the number of shares of each
class of stock of the corporation that are beneficially owned by such
stockholder, (iv) any material interest of the stockholder in such business and
(v) such other information relating to the proposal that is required to be
disclosed in solicitations pursuant to the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange Commission
or other applicable law.

        Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at the Annual Meeting of Stockholders except in accordance
with the procedures set forth in this Section 7 provided however; that nothing
in this Section 7 shall be deemed to preclude discussion by any stockholder of
any business properly brought before the Annual Meeting of Stockholders in
accordance with such procedures. The Chairman of an Annual Meeting of
Stockholders shall, if the facts warrant, determine and declare to the meeting
that the business was not properly brought before the meeting in accordance with
the provisions of

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this Section 7, and if he or she should so determine, he or
she shall so declare to the meeting and any such business not properly brought
before the Annual Meeting of Stockholders shall not be transacted.

        Section 8. The holders of 33-1/3% of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the business except as otherwise provided
by statute or the Certificate of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

        Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock actually voting on any question shall decide
that question unless the question is one upon which, by express provision of the
statutes or of the Certificate of Incorporation, a different vote is required,
in which case such express provision shall govern and control the decision of
such question.

        Section 10. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

        Section 11. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without a prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

                                   ARTICLE III
                                    Directors

        Section 1. The number of directors of the corporation shall not be less
than three (3) nor more than nine (9), the exact number of directors to be
determined from time to time by resolution adopted by the affirmative vote of a
majority of the Whole Board of Directors. As used in this Article III, the terms
"Whole Board" and "Whole Board of Directors" means the total number of directors
which the Corporation would have if there were no vacancies on the Board of
Directors. The Board of Directors shall be divided into three classes, as nearly
equal in number as the then total number of directors constituting the Whole
Board permits, with the term of office of one class expiring each year. No class
of directors shall contain more than one director more than any other class. At
the annual meeting of shareholders in 1983, directors of


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the first class shall be elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting and
directors of the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting. Directors need not be stockholders.

        Section 2. Any vacancies in the Board of Directors for any reason, and
any newly created directorship resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a majority of the
directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the respective class for
which such director shall have been chosen and their successors shall be elected
and qualified. No decrease in the number of directors shall shorten the term of
office of any incumbent director. At each annual meeting of shareholders, the
successors to the class of directors whose terms shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting. Directors shall hold office until expiration of their respective terms
and thereafter until their successors shall have been duly elected and have
qualified.

        Section 3. The business of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.

        Section 4. Subject to the rights of holders of any class or series of
stock having a preference over the common shares as to dividends or upon
liquidation, nominations for the election of directors may only be made (i) by
the Board or a committee appointed by the Board or (ii) by a stockholder of the
corporation entitled to vote at the meeting at which a person is to be nominated
in accordance with the procedure set forth in the following paragraph.

        A stockholder may nominate a person or persons for election as directors
only if the stockholder has given written notice of its intent to make such
nomination to the Secretary of the corporation, such notice to be received at
the principal executive offices of the corporation (i) with respect to an Annual
Meeting of Stockholders, not less than 90 nor more than 120 days prior to the
one year anniversary of the date of the Annual Meeting of Stockholders of the
previous year provided however; that in the event that the Annual Meeting of
Stockholders is called for a date that is not within 30 days before or after
such anniversary date, notice by the stockholder must be received at the
principal executive offices of the corporation not later than the close of
business on the tenth day following the day on which the corporation's notice of
the date of the meeting is first given or made to the stockholders or disclosed
to the general public (which disclosure may be effected by means of a publicly
available filing with the Securities and Exchange Commission), whichever occurs
first and (ii) with respect to a Special Meeting of Stockholders called for the
purpose of electing directors, not later than the close of business on the tenth
day following the day on which the corporation's notice of the date of the
meeting is first given or made to the stockholders or disclosed to the general
public (which disclosure may be effected by means of a publicly available filing
with the Securities and Exchange Commission), whichever occurs first. A
stockholder's notice to the Secretary shall set forth (i) the name and record
address of the stockholder who intends to make such nomination, (ii) the name,
age, business and residence addresses and principal occupation of each person to
be nominated, (iii) the number of shares of each class of stock of the
corporation that are beneficially owned by the stockholder, (iv) a description
of all arrangements and understandings between the stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to


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be made by such stockholder, (v) such other information relating to the
person(s) that is required to be disclosed in solicitations for proxies for
election of directors pursuant to the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange Commission
or other applicable law and (vi) the written consent of each proposed nominee,
to furnish to the corporation any information it may request upon the advice of
counsel for the purpose of determining such proposed nominee's eligibility to
serve as a director. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedures and if he or she should so determine,
he or she shall so declare to the meeting and the defective nomination shall be
disregarded.

MEETINGS OF THE BOARD OF DIRECTORS

        Section 5. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

        Section 6. A meeting of the Board of Directors shall be held immediately
after the annual meeting at the company's offices and no notice of such meeting
shall be necessary to the Directors in order legally to constitute the meeting,
provided a quorum shall be present. Alternatively, such first meeting of the
Board of Directors may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
Directors.

        Section 7. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

        Section 8. Special meetings of the Board may be called by the President
on two days' notice to each Director, either personally or by mail or by
telegram; special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of two Directors.

        Section 9. At all meetings of the Board, two-thirds of the Directors
shall constitute a quorum for the transaction of business and the act of a
majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

        Section 10. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

        Section 11. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.


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                             Committee of Directors

        Section 12. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the Directors of the Corporation. The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the Seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

        Section 13. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

        Section 14. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, the Board of Directors shall have the authority
to fix the compensation of Directors. The Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                     Notices

        Section 1. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.


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                                    ARTICLE V
                                    Officers

        Section 1. The Officers of the Corporation shall be elected by the Board
of Directors and shall be a Chairman of the Board, a President, a Secretary and
a Treasurer. The Board of Directors may also choose a Chief Executive Officer, a
Chief Financial Officer, and one or more Corporate Vice Presidents, Assistant
Secretaries and Assistant Treasurers. Any number of offices may be held by the
same person, unless the Certificate of Incorporation or By-Laws or General
Corporation law of the State of Delaware otherwise provides.

        Notwithstanding the above, the President shall have the authority to
grant the title of "Vice-President" to one or more non-officer employees from
time to time without approval of the Board of Directors, subject to the
following:

        (a) Each person that is granted the title of "Vice President" by the
President pursuant to this authority shall be given a written explanation of his
or her duties and responsibilities which, among other things, specifically
states that he or she shall have no authority to bind the Company and that, if
he or she does so he or she shall be subject to immediate dismissal. Such
appointee shall be required to sign the written explanation and a copy of it
shall be placed in the person's personnel folder.

        (b) The President shall also have the authority to remove any person
from any such office at any time.

        (c) The President shall report the names of all persons that he
designates as Vice President to the Board of Directors at the Board meeting
immediately following such action.

        Section 2. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

        Section 3. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

        Section 4. The Officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.

CHAIRMAN OF THE BOARD

        Section 5. The Chairman of the Board shall preside at meetings of the
Board of Directors and stockholders and shall have such powers and perform such
duties as shall from time to time be specified by the Board of Directors.

THE PRESIDENT

        Section 6. Unless the Board of Directors had designated a Chief
Executive Officer, the President shall be the chief executive officer of the
Corporation, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

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        Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the Seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

CORPORATE VICE PRESIDENTS

        Section 8. In the absence of the President or in the event of his or her
inability or refusal to act, the Corporate Vice President (or in the event there
be more than one Corporate Vice President, the Corporate Vice Presidents in the
order designated by the Directors, or in the absence of any designation, then in
the order of their election) shall perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President. The Corporate Vice Presidents shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                     The Secretary and Assistant Secretaries

        Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
Corporate Seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

        Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

        Section 11. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

        Section 12. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

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        Section 13. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

        Section 14. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers, in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

CHIEF EXECUTIVE OFFICER

        Section 15. The Board of Directors may designate a Chief Executive
Officer who shall perform all other duties as from time to time may be requested
of him or her by the Board of Directors. In the absence of the designation, the
President shall serve as the Chief Executive Officer.

CHIEF FINANCIAL OFFICER

        Section 16. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He or she
shall deposit all money and other valuables in the name and to the credit of the
Corporation in such depositaries as may be designated by the Board of Directors.

        The Chief Financial Officer shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, or the President, taking proper
vouchers for such disbursements. He or she shall render to the President and
Board of Directors at the regular meetings of the Board of Directors, or
whenever they may request it, an account of all his or her transactions as Chief
Financial officer and of the financial condition of the Corporation. If required
by the Board of Directors, he or she shall give the Corporation a bond for the
faithful discharge of his or her duties in such amount and with such surety as
the Board shall prescribe.

                                   ARTICLE VI
                              Certificates of Stock

        Section 1. Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by the Chairman
or Vice Chairman of the Board of Directors, or the President or a Vice
President, and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation.

        Section 2. Any of or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar


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before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

LOST CERTIFICATES

        Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
the owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

        Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

FIXING RECORD DATE

        Section 5. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than 60 nor less than 10 days before the date of such
meeting, nor more than 60 days prior to any other action. A determination of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

        Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.

                                   ARTICLE VII
                               General Provisions
                                    Dividends

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        Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares in the capital stock,
subject to the provisions of the Certificate of Incorporation.

        Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

ANNUAL STATEMENT

        Section 3. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.

CHECKS

        Section 4. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   Fiscal Year

        Section 5. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

SEAL

        Section 6. The Corporate Seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII
                                 Indemnification

        Section 1. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another Corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonable
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action or


                                       11
<PAGE>

proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

        Section 2. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure
judgment in its favor by reason of the fact the he is or was a director, officer
or employee of the Corporation or is or was serving as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnify for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

        Section 3. To the extent that a Director, Officer or employee of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith.

        Section 4. Any indemnification under Sections 1 and 2 (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that the indemnification of the Director, Officer or
employee is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 1 and 2. Such determination shall be
made (1) by the Board of Directors or the Executive Committee by a majority vote
of a quorum consisting of Directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the shareholders.

        Section 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer or employee to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article VIII.

        Section 6. The indemnification and advancement of expenses provided or
granted pursuant to the other subsections of this Article VIII shall not be
deemed exclusive of any other rights to which those seeking indemnifications or
advancement of expenses 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 while holding such
office.

                                       12
<PAGE>

        Section 7. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer or employee
of the Corporation, or is or was serving at the request of the Corporation, as a
director, officer or employee of another Corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VIII.

        Section 8. For purposes of this Article VIII, references to "the
Corporation" shall include, in addition to Optelecom, Inc., any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees,
so that any person who is or was a director, officer or employee of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under and subject to the provisions of this Article VIII (including,
without limitation, the provisions of Section 4) with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

        Section 9. For purposes of this Article VIII, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer or employee of the Corporation
which imposes duties on, or involves services by such director, officer,
employee, or agent with respect to an employee benefit plan, its participants,
or beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
VIII.

        Section 10. The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.

        Section ll. The Corporation may enter into indemnity agreements with the
directors, officers and employees of the Corporation substantially in the form
attached hereto as Appendix A and hereby incorporated by reference; provided,
however, such indemnity agreements shall exclude indemnity for the directors',
officers' and employees' knowing fraud, deliberate dishonesty or willful
misconduct.

                                   ARTICLE IX
                                   Amendments

        Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or of

                                       13
<PAGE>

the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new By-Laws be contained in the notice of such special meeting.


                                       14
<PAGE>


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 OPTELECOM, INC.
                          CURRENT AS OF MARCH 23, 1998

        Optelecom, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify that:

        1. The name of the corporation is OPTELECOM, INC. The corporation was
originally incorporated under the name Optical Telecommunications Corporation by
filing its Certificate of Incorporation with the Secretary of State of Delaware
on November 29, 1973.

        2. The Board of Directors of the corporation, at a meeting duly convened
and held on March 2, 1992, adopted resolutions proposing and declaring advisable
and in the best interest of the corporation the following restatement of and
further amendment to the Certificate of Incorporation of the corporation, as
previously amended and supplemented, and recommended the adoption of such
restatement and further amendment to the stockholders of the corporation.

        3. Thereafter, at a meeting duly called and held in accordance with
Section 222 of the General Corporation Law of the State of Delaware, the
following restatement of and further amendment to the Certificate of
Incorporation of the corporation was duly adopted by the stockholders of the
corporation.

        4. This restatement of and further amendment to the Certificate of
Incorporation of the corporation has been duly adopted in accordance with
Sections 242 and 245 of the General Corporation Law of the State of Delaware.

        5. The text of the Certificate of Incorporation of Optelecom, Inc., as
previously amended and supplemented, is hereby restated and further amended to
read in full as follows:

        FIRST. The name of the corporation (which is hereinafter referred to as
the "Corporation") is OPTELECOM, INC.

        SECOND. The address of the registered office of the Corporation in the
State of Delaware is 25 Greystone Manor Street, in the City of Lewes, County of
Sussex. The name of the Corporation's registered agent at such address is
Harvard Business Services, Inc.

        THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

        FOURTH. The total number of shares of stock which the Corporation is
authorized to issue is five million (5,000,000) shares of Common Stock, $.03 par
value per share.

        Each three (3) shares of Common Stock of the Corporation, $0.01 par
value per share that was issued and outstanding immediately prior to the time of
the filing of this Restated Certificate of Incorporation ("Certificate") with
the Secretary of State of Delaware shall, upon the filing of this Certificate
with the Secretary of State of Delaware, thereby and thereupon automatically be
combined without any further action into one (1) validly issued, fully paid and
nonassessable share of common stock of the corporation, $0.03 par value per
share. Further, every right, option and warrant to acquire three (3) shares of
common stock of the

                                       15
<PAGE>

corporation, outstanding immediately prior to the time of filing of this
Certificate with the Secretary of State of Delaware, thereby and thereupon
automatically be converted without any further action into the right to acquire
one (1) share of common stock of the Corporation, upon the terms of the right,
option or warrant, except that the purchase price of the common stock, upon
exercising the right, option or warrant, shall be proportionately increased. The
Corporation shall not issue fractional shares with respect to the combination or
conversion. To the extent that a stockholder holds a number of shares of common
stock immediately prior to the filing of this Certificate that is not evenly
divisible by three (3), such stockholder shall receive a cash payment from the
Corporation. If the common stock is quoted on the National Association of
Security Dealers, Inc. Automated Quotation ("NASDAQ") System, the cash payment
from the Corporation will be determined by multiplying the fraction of a share
by the equivalent of the average of the closing bid prices for one share of
common stock for the ten business days immediately preceding the effective date
(the date of filing of this Certificate with the Secretary of State of Delaware)
for the reverse stock split for which transactions in the common stock are
reported, as reported by NASDAQ.

        FIFTH. The Board of Directors is expressly authorized to make, alter and
repeal the By-laws of the Corporation.

        SIXTH. (a) The number of directors of the Corporation shall not be less
than three (3) nor more than nine (9), the exact number of directors to be
determined from time to time by resolution adopted by the affirmative vote of a
majority of the Whole Board of Directors. As used in this Article Sixth, the
terms "Whole Board" and "Whole Board of Directors" means the total number of
directors which the Corporation would have if there were no vacancies on the
Board of Directors.

        (b) The Board of Directors shall be divided into three classes, as
nearly equal in number as the then total number of directors constituting the
Whole Board permits, with the term of office of one class expiring each year. No
class of directors shall contain more than one director more than any other
class. Any vacancies in the Board of Directors for any reason, and any newly
created directorship resulting from any increase in the number of directors, may
be filled by the Board of Directors, acting by a majority of the directors then
in office, although less than a quorum, and any directors so chosen shall hold
office until the next election of the respective class for which such director
shall have been chosen and their successors shall be elected and qualified. No
decrease in the number of directors shall shorten the term of office of any
incumbent director. At each annual meeting of stockholders, the successors to
the class of directors whose terms shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual meeting. Directors
shall hold office until expiration of their respective terms and thereafter
until their successors shall have been duly elected and have qualified.

        (c) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be provided for by law, this Certificate of
Incorporation or the By-laws of the Corporation), any director or the entire
Board of Directors of the Corporation may be removed at any time but only for
cause and only by the affirmative vote of the holders of at least 66 2/3% of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors at a meeting of the stockholders called
for that purpose.

        (d) Elections of directors need not be written ballot unless the By-laws
of the Corporation shall so provide.


                                       16
<PAGE>

        (e) Notwithstanding any other provision of this Certificate of
Incorporation or the By-laws of this Corporation (and notwithstanding the fact
that some lesser percentage may be provided for by law, this Certificate of
Incorporation or the By-laws of the Corporation), the affirmative vote of the
holders of at least 66 2/3% of the then issued and outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
shall be required to amend, alter, change or repeal this Article Sixth of this
Certificate of Incorporation.

        SEVENTH. (a)(1) In addition to any affirmative vote required by law or
under any other provision of this Certificate of Incorporation, and except as
otherwise expressly provided in this Article Seventh:

        (A) any merger or consolidation of this Corporation or any Subsidiary
        (as hereinafter defined in paragraph (c)(8) of this Article Seventh)
        with or into (i) any Substantial Stockholder (as hereinafter defined in
        paragraph (c)(2) of this Article Seventh) or (ii) any other corporation
        (whether or not itself a Substantial Stockholder) which, after such
        merger or consolidation, would be an Affiliate (as hereinafter defined
        in paragraph (c)(7) of this Article Seventh) of a Substantial
        Stockholder, or

        (B) any sale, lease, exchange, mortgage, pledge, transfer or other
        disposition (in one transaction or a series of related transactions) to
        or with any Substantial Stockholder of any substantial part (as
        hereinafter defined in paragraph (c)(9) of this Article Seventh) of the
        assets of this Corporation or of any Subsidiary, or

        (C) the issuance or transfer by this Corporation or by any Subsidiary
        (in one transaction or a series of related transactions) of any equity
        securities (as hereinafter defined in paragraph (c)(11) of this Article
        Seventh) of this Corporation or any Subsidiary to any Substantial
        Stockholder in exchange for cash, securities or other property (or a
        combination thereof) having an aggregate fair market value of $2,000,000
        or more, or

        (D) the adoption of any plan or proposal for the liquidation or
        dissolution of this Corporation if, as of the record date for the
        determination of stockholders entitled to notice thereof and to vote
        thereon, any person shall be a Substantial Stockholder, or

        (E) any reclassification of securities (including any reverse stock
        split) or recapitalization of this Corporation, or any reorganization,
        merger or consolidation of this Corporation with any of its Subsidiaries
        or any similar transaction (whether or not with or into or otherwise
        involving a Substantial Stockholder) which has the effect, directly or
        indirectly, of increasing the proportionate share of the outstanding
        securities of any class of equity securities of this Corporation or any
        Subsidiary which is directly or indirectly beneficially owned (as
        hereinafter defined in paragraph (c)(3) of this Article Seventh) by any
        Substantial Stockholder.

shall (except as otherwise expressly provided in this Certificate of
Incorporation) require the affirmative vote of the holders of then outstanding
Voting Shares (as hereinafter defined in paragraph (c)(10) of this Article
Seventh) entitled to cast at least 66 2/3% of the votes entitled to be cast by
the holders of all of the then outstanding Voting Shares; provided that such
affirmative vote must include the affirmative vote of the holders of Voting
Shares entitled to cast a majority of the votes entitled to be cast by the
holders of all then outstanding Voting Shares not beneficially owned by any
Substantial Stockholder. Each such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that some lesser


                                       17
<PAGE>

percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

        (a)(2) The term "business combination" as used in this Article Seventh
shall mean any transaction which is described in any one or more of clauses (A)
through (E) of paragraph (a)(1) of this Article Seventh.

        (b) The provisions of this Article Seventh shall not be applicable to
any business combination, the terms of which shall be approved, prior to the
date the Substantial Stockholder which is a party thereto or whose proportionate
share of the outstanding securities of any class of equity securities of this
corporation or any Subsidiary is increased by reason thereof, or, in the case of
a business combination described in clause (D) of paragraph (a)(1) of this
Article Seventh, prior to the date any Substantial Stockholder affected by such
business combination, became a Substantial Stockholder, by two-thirds of the
whole board (as hereinafter defined in paragraph (c)(6) of this Article
Seventh), but only if a majority of the members of the

Board of Directors acting upon such matter shall be continuing directors (as
hereinafter defined in paragraph (c)(5) of this Article Seventh).

        (c) For the purpose of this Article Seventh:

        (c)(1) A "person" shall mean any individual, firm, corporation or other
entity.

        (c)(2) "Substantial Stockholder" shall mean any person (other than this
Corporation or any Subsidiary) who or which, as of the record date for the
determination of stockholders entitled to notice of and to vote on any business
combination, or immediately prior to the consummation of any such business
combination (other than a business combination referred to in paragraph
(a)(1)(D) of this Article Seventh).

               (A) is the beneficial owner (as hereinafter defined in
               subparagraph (3) of this paragraph (c), directly or indirectly,
               of more than 15% of the then outstanding Voting Shares
               (determined as aforesaid), or

               (B) is an Affiliate of this Corporation and at any time within
               three years prior thereto was the beneficial owner, directly or
               indirectly, of more than 15% of the then outstanding Voting
               Shares (determined as aforesaid), or, 

               (C) is an assignee of or has otherwise succeeded to any shares
               of capital stock of this Corporation which were at any time
               within three years prior thereto beneficially owned by any
               Substantial Stockholder, and such assignment or succession shall
               have occurred in the course of a transaction or series of
               transactions not involving a public offering within the meaning
               of the Securities Act of 1933.

        (c)(3) "Beneficial ownership" shall be determined pursuant to Rule 13d-3
of the General Rules and Regulations under the Securities Exchange Act of 1934
(or any successor rule or statutory provision) or, if said Rule 13d-3 shall be
rescinded and there shall be no successor rule or statutory provision thereto,
pursuant to said Rule 13d-3 as in effect on January 1, 1983; provided, however,
that a person shall, in any event, also be deemed to be the "beneficial owner"
of any Voting Shares:

                                       18
<PAGE>

               (A) which such person or any of its Affiliates or Associates (as
               hereinafter defined in subparagraph (7) of this paragraph (c))
               beneficially own, directly or indirectly, or

               (B) which such person or any of its Affiliates or Associates has
               (i) the right to acquire (whether such right is exercisable
               immediately or only after the passage of time), pursuant to any
               agreement, arrangement or understanding (but shall not be deemed
               to be the beneficial owner of any Voting Shares solely by reason
               of an agreement, arrangement or understanding with the
               Corporation to effect a business combination ) or upon the
               exercise of conversion rights, exchange rights, warrants, or
               options, or otherwise, or (ii) sole or shared voting or
               investment power with respect thereto pursuant to any agreement,
               arrangement, understanding, relationship or otherwise (but solely
               by reason of a revocable proxy granted for a particular meeting
               of stockholders, pursuant to a public solicitation of proxies for
               such meeting, with respect to shares of which neither such person
               nor any such Affiliate or Associate is otherwise deemed the
               beneficial owner), or

               (C) which are beneficially owned, directly or indirectly, by any
               other person with which such first mentioned person or any of its
               Affiliates or Associates acts as a partnership, limited
               partnership, syndicate or other group pursuant to any agreement,
               arrangement or understanding for the purpose of acquiring,
               holding, voting or disposing of any shares of capital stock of
               this Corporation;

and provided further, however, that (i) no director or officer of this
Corporation, nor any Associate or Affiliate of any such director or officer,
shall, solely by reason of any or all of such directors and officers acting in
their capacities as such, be deemed, for any purposes hereof, to beneficially
own any Voting Shares beneficially owned by any other such director or officer
(or any Associate or Affiliate thereof), and (ii) no employee stock ownership or
similar plan of this Corporation or any Subsidiary nor any trustee with respect
thereto, nor any Associate or Affiliate of any such trustee, shall, solely by
reason of such capacity of such trustee, be deemed, for any purposes hereof, to
beneficially own any Voting Shares held under any such plan.

        (c)(4) For purposes of computing the percentage beneficial ownership of
Voting Shares of a person in order to determine whether such person is a
Substantial Stockholder, the outstanding Voting Shares shall include shares
deemed owned by such person through application of subparagraph (3) of this
paragraph (c) but shall not include any other Voting Shares which may be
issuable by this Corporation pursuant to any agreement, or upon the exercise of
conversion rights, warrants or options, or otherwise. For all other purposes,
the outstanding Voting Shares shall include only Voting Shares then outstanding
and shall not include any Voting Shares which may be issuable by this
Corporation pursuant to any agreement, or upon the exercise of conversion
rights, warrants or options, or otherwise.

        (c)(5) "Continuing director" shall mean a person who was a member of the
Board of Directors of this Corporation as of January 1, 1983 or thereafter
elected by the stockholders or appointed by the Board of Directors of this
Corporation prior to the date as of which the Substantial Stockholder (or
Substantial Stockholders) in question became a Substantial Stockholder (or
Substantial Stockholders), or a person designated (before his initial election
or appointment as a director) as a continuing director by a majority of


                                       19
<PAGE>

the whole board, but only if a majority of the whole board shall then consist of
continuing directors, or, if a majority of the whole board shall not then
consist of continuing directors, by a majority of the then continuing directors.

        (c)(6) "Whole board" shall mean the total number of directors which this
Corporation would have if there were no vacancies.

        (c)(7) An "Affiliate" of a specified person is a person that directly,
or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with the person specified. The term "Associate" used
to indicate a relationship with any person shall mean (i) any corporation or
organization (other than this Corporation or a Subsidiary) of which such person
is an officer or partner or is, directly or indirectly, the beneficial owner of
10 percent or more of any class of equity securities, (ii) any trust or other
estate in which such person has a substantial beneficial interest or as to which
such person serves as trustee or in a similar fiduciary capacity, and (iii) any
relative or spouse of such person, or any relative of such spouse, who has the
same home as such person, or is an officer or director of any corporation
controlling or controlled by such person.

        (c)(8) "Subsidiary" shall mean any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by this
Corporation; provided, however, that for the purposes of the definition of
Substantial Stockholder set forth in subparagraph (2) of this paragraph (c), the
term "Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by this Corporation.

        (c)(9) "Substantial part" shall mean assets having a book value
(determined in accordance with generally accepted accounting principles) in
excess of 10% of the book value (determined in accordance with generally
accepted accounting principles) of the total consolidated assets of this
Corporation, at the end of its most recent fiscal year ending prior to the time
the determination is made.

        (c)(10) "Voting Shares" shall mean any shares of capital stock of this
Corporation entitled to vote generally in the election of directors.

        (c)(11) "Equity security" shall have the meaning given to such term
under Rule 3a11-1 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on January 1, 1983.

        (d) A majority of the whole board shall have the power to determine, but
only if a majority of the whole board shall then consist of continuing
directors, or, if a majority of the whole board shall not then consist of
continuing directors, a majority of the then continuing directors shall have the
power to determine, for the purposes of this Article Seventh, on the basis of
information known to them, (i) the number of Voting Shares beneficially owned by
any person, (ii) whether a person is an Affiliate or Associate of another, (iii)
whether a person has an agreement, arrangement or understanding with another as
to any matter referred to in subparagraph (3) (C) of paragraph (c) of this
Article Seventh, (iv) whether the assets subject to any business combination
constitute a substantial part of the assets of the corporation in question,
and/or (v) any other factual matter relating to the applicability or effect of
this Article Seventh.

        (e) A majority of the whole board shall have the right to demand, but
only if a majority of the whole board shall then consist of continuing
directors, or, if a majority of the whole board shall not then consist of
continuing directors, a majority of the then continuing directors 

                                       20
<PAGE>

shall have the right to demand, that any person who it is reasonably believed is
a Substantial Stockholder (or holds of record Voting Shares beneficially owned
by any Substantial Stockholder) supply this Corporation with complete
information as to (i) the record owner(s) of all shares beneficially owned by
such person who it is reasonably believed is a Substantial Stockholder, (ii) the
number, of and class or series of, shares beneficially owned by such person who
it is reasonably believed is a Substantial Stockholder and held of record by
each such record owner and the number(s) of the stock certificate(s) evidencing
such shares, and (iii) any other factual matter relating to the applicability or
effect of this Article Seventh, as may be reasonably requested of such person,
and such person shall furnish such information within 10 days after receipt of
such demand.

        (f) Any determination made by the Board of Directors, or by the
continuing directors, as the case may be, pursuant to this Article Seventh in
good faith and on the basis of such information and assistance as was then
reasonably available for such purpose shall be conclusive and binding upon this
Corporation and its stockholders, including any Substantial Stockholder.

        (g) Any amendment, alteration, change or repeal of this Article Seventh
shall, in addition to any other vote or approval required by law or by this
Certificate of Incorporation, require the affirmative vote of the holders of
then outstanding Voting Shares entitled to cast at least 66 2/3% of the votes
entitled to be cast by the holders of then outstanding Voting Shares (and such
affirmative vote must include the affirmative vote of the holders of Voting
Shares entitled to cast a majority of the votes entitled to be cast by the
holders of all Voting Shares not beneficially owned and any Substantial
Stockholder); provided, however, that this paragraph (g) shall not apply to, and
such 66 2/3% vote (and such further majority vote) shall not be required for,
any amendment, alteration, change or repeal declared advisable by the Board of
Directors by the affirmative vote of two-thirds of the whole board and submitted
to the stockholders for their consideration, but only if a majority of the
members of the Board of Directors acting upon such matter shall be continuing
directors.

        (h) Nothing contained in this Article Seventh shall be construed to
relieve any Substantial Stockholder from any fiduciary obligation imposed by
law.

        (i) In the event any paragraph (or portion thereof) of this Article
Seventh shall be found to be invalid, prohibited or unenforceable for any
reason, the remaining provisions (or portions thereof) of this Article Seventh
shall be deemed to remain in full force and effect, and shall be construed as if
such invalid, prohibited or enforceable provision had been stricken herefrom or
otherwise rendered inapplicable, it being the intent of this Corporation and its
stockholders that each such remaining provision (or portion thereof) of this
Article Seventh remain, to the fullest extent permitted by law, applicable and
enforceable as to all stockholders, including Substantial Stockholders,
notwithstanding any such finding.

        EIGHTH. Except as provided below, a director shall have no personal
liability to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director; however, the foregoing provision shall not
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware Corporation Law, (iv) for any
transaction from which the director derived an improper personal benefit, or (v)
for any act or omission occurring prior to the date when this Article Eighth
becomes effective.

                                       21
<PAGE>

        NINTH. The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation in the manner now or hereafter prescribed by law;
and all rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Restated Certificate of Incorporation in its present form or as hereafter
amended are granted subject to the right reserved in this Article Ninth.

IN WITNESS WHEREOF, Optelecom, Inc. has caused this Restated Certificate of
Incorporation to be executed by _____________________, its ____________________,
and attested by __________________, its ______________________, this __________
day of _____________, 1992.

                                    OPTELECOM, INC.

                                    By:___________________________
                                            President

(Seal)

Attest:______________________________________
        Assistant Secretary