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                                                                     EXHIBIT 4.1


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         CENTURY BUSINESS SERVICES, INC.


         Century Business Services, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the present name of the Corporation is Century Business
Services, Inc. The Corporation was originally incorporated under the name "Stout
Associates, Inc." and its original certificate of incorporation was filed with
the Secretary of State of the State of Delaware on June 16, 1987.

         SECOND: That at a meeting of the Board of Directors of the Corporation
held on July 31, 2000, resolutions were duly adopted setting forth a proposed
amended and restated certificate of incorporation of the Corporation (the
"Amended and Restated Certificate of Incorporation").

         THIRD: That this Amended and Restated Certificate of Incorporation
restates and integrates and further amends the certificate of incorporation of
the Corporation, as the same heretofore has been amended, supplemented, and/or
restated (the "Certificate of Incorporation"), and has been duly adopted in
accordance with Sections 242 and 245 of the General Corporation Law.

         FOURTH: That the text of the Certificate of Incorporation is hereby
restated and integrated to read in its entirety as follows:

                                   ARTICLE ONE

         The name of the Corporation is:

                  Century Business Services, Inc.

                                   ARTICLE TWO

         The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

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                                  ARTICLE THREE

         The nature of the businesses (or purposes to be conducted or promoted
is:

         To conduct any lawful business, to exercise any lawful purpose and
power, and to engage in any lawful act or activity for which corporations may be
organized under the Act, and in general, to possess and exercise all the powers
and privileges granted by the Act or by any other law of Delaware or by this
Certificate of Incorporation together with any powers incidental thereto, so far
as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the businesses or purposes of the Corporation.

                                  ARTICLE FOUR

The total number of shares of all classes of stock which this Corporation shall
have authority to issue is 250,000,000 shares, consisting of 250,000,000 shares
of Common Stock, par value $ 0.01 per share. The aggregate par value of all the
shares of all classes of stock which this Corporation has authority to issue is
$2,500,000.00.

The shares of Common Stock shall have no preemptive or preferential rights of
subscription concerning further issuance or authorization of any securities of
the Corporation. Each share of Common Stock shall entitle the holder thereof to
one vote, in person or by proxy. The holders of the Common Stock shall be
entitled to receive dividends if, as and when declared by the Board of
Directors. The Common Stock may be issued from time to time in one or more
series and shall have such other relative, participant, optional or special
rights, qualifications, limitations or restrictions thereof as shall be stated
and expressed in the resolution or resolutions providing for the issuance of
such Common Stock from time to time adopted by the Board of Directors pursuant
to authority so to adopt which is hereby vested in the Board of Directors.

At any time and from time to time when authorized by resolution of the Board of
Directors and without any action by its shareholders, the Corporation may issue
or sell any shares of its stock of any class or series, whether out of the
unissued shares thereof authorized by the Certificate of Incorporation, as
amended, or out of shares of its stock acquired by it after the issue thereof,
and whether or not the shares thereof so issued or sold shall confer upon the
holders thereof the right to exchange or convert such shares for or into other
shares of stock of the Corporation of any class or classes or any series
thereof. When similarly authorized, but without any action by its shareholders,
the Corporation may issue or grant rights, warrants or options, in bearer or
registered or such other form as the Board of Directors may determine, for the
purchase of shares of the stock of any class or series of the Corporation within
such period of time, or without limit as to time, of such aggregate number of
shares, and at such price per share, as


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the Board of Directors may determine. Such rights, warrants or options may be
issued or granted separately or in connection with the issue of any bonds,
debentures, notes, obligations or other evidences of indebtedness or shares of
the stock of any class or series of the Corporation and for such consideration
and on such terms and conditions as the Board of Directors, in its sole
discretion, may determine. In each case, the consideration to be received by the
Corporation for any such shares so issued or sold shall be such as shall be
fixed from time to time by the Board of Directors.

                                  ARTICLE FIVE

         Except as may otherwise be provided in this Certificate or in the
Bylaws of the Corporation, as the same may be amended from time to time, the
Board of Directors shall have all powers and authority which may be granted to a
board of directors of a corporation under the Act, including but not limited to
the following:

                  (a)      to adopt, amend or repeal the Bylaws of the
                           Corporation;

                  (b)      to authorize and cause to be executed mortgages and
                           liens upon the real and personal property of the
                           Corporation;

                  (c)      to set apart out of any of the funds of the
                           Corporation available for dividends a reserve or
                           reserves for any proper purpose and to abolish any
                           such reserve in the manner in which it was created;

                  (d)      to designate one or more committees;

                  (e)      to sell, lease or exchange all or substantially all
                           of the property and assets of the Corporation,
                           including its good will and its corporate franchises,
                           upon such terms and conditions and for such
                           consideration, which may consist in whole or in part
                           of money or property including shares of stock in,
                           and/or other securities of, any other corporation or
                           corporations, as the Board of Directors shall deem
                           expedient and for the best interest of the
                           Corporation, when and as authorized by the
                           shareholders entitled to vote thereon;

                  (f)      to provide indemnification for directors, officers,
                           employees, and/or agents of the Corporation to the
                           fullest extent permitted by law, subject however, to
                           the rules against limitation on liability of
                           directors as set forth in Section 102 of the Act, as
                           amended from time to time; and

                  (g)      to determine from time to time whether and to what
                           extent,


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                           and at what times and places and under what
                           conditions and regulations, the accounts and books of
                           the corporation or any of them, shall be opened to
                           the inspection of the shareholders, and no
                           shareholder shall have any right to inspect any
                           account or book or document of the Corporation,
                           except as conferred by the Act or authorized by the
                           Board of Directors, or by a resolution of the
                           shareholders.

                                   ARTICLE SIX

         The Board of Directors of the Corporation shall consist of one or more
members. The number of directors shall be fixed by, or in the manner provided in
the Bylaws. The directors shall be classified into three classes, with each
class as nearly equal in number as possible, in the manner specified in the
Bylaws. At the first annual meeting of shareholders, members of the first class
shall be elected for a one-year term, members of the second class shall be
elected for a two-year term, and members of the third class shall be elected for
a three-year term. At each annual meeting of shareholders after the first annual
meeting, the successors to the class of directors whose terms expire at that
meeting shall be elected for a three-year term.

                                  ARTICLE SEVEN

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its shareholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or shareholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the Act or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of the Act, order a meeting of the creditors or
class of creditors, and/or of the shareholders or class of shareholders of this
Corporation, as the case may be, to be summoned in such manner as the court
directs. If a majority in number representing three-fourths (3/4) in value of
the creditors or class of creditors, and/or of the shareholders or class of
shareholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as a consequence of
such compromise or arrangement, the compromise or arrangement and the
reorganization shall, if sanctioned by the court to which the application has
been made, be binding on all the creditors or class of creditors and/or on all
the shareholders or class of shareholders of this Corporation, as the case may
be, and also on this Corporation.


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                                  ARTICLE EIGHT

         To the extent permitted by law, no contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purposes, if:

                  (a)      the material facts as to his relationship or interest
                           and as to the contract or transaction are disclosed
                           or are known to the Board of Directors or the
                           committee, and the Board of Directors or committee
                           authorizes the contract or transaction by the
                           affirmative vote of a majority of the disinterested
                           directors, even though the disinterested directors be
                           less than a quorum; or

                  (b)      the material facts as to his relationship or interest
                           and as to the contract or transaction are disclosed
                           or are known to the shareholders entitled to vote
                           thereon, and the contract or transaction is
                           specifically approved by vote of the shareholders; or

                  (c)      the contract or transaction is fair as to the
                           Corporation as of the time it is authorized, approved
                           or ratified, by the Board of Directors, a committee
                           thereof, or the shareholders.

         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

                                  ARTICLE NINE

         The Corporation reserves the right to amend or repeal any provision
contained herein, add any additional provisions hereto, increase or decrease the
number of authorized shares of stock, or restate this Certificate of
Incorporation in its entirety in the manner now or hereafter prescribed by the
Act.

                                   ARTICLE TEN

         Except as otherwise required by law or as otherwise provided in this
Certificate of Incorporation or in the Bylaws of the Corporation, any matter
properly submitted to a vote of the shareholders at a meeting of shareholders
duly convened at which there is a quorum present shall be deemed approved


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upon an affirmative vote of the holders of a majority of the outstanding shares
of Common Stock present at the meeting, in person or by proxy. No holders of any
class of stock other than Common Stock shall be entitled to vote upon any
matter, except as may be required by law, this Certificate of Incorporation, or
the Bylaws of the Corporation. Written ballots shall not be required for the
election of directors.

                                 ARTICLE ELEVEN

         In addition to any other indemnification granted to directors of the
Corporation contained in this Certificate of Incorporation, the Bylaws of the
Corporation, or adopted by resolution of the shareholders or directors of the
Corporation, no director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided however, that this indemnification shall not
eliminate or limit the liability of a director for any breach of the director's
duty of loyalty to the Corporation or its shareholders, for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or payment of any unlawful dividend or for any unlawful stock purchase
or redemption, or for any transaction from which the director derived an
improper personal benefit.

         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed and acknowledged this 7th
day of August, 2000.

                                         /s/ Jerome P. Grisko, Jr.
                                    ----------------------------------------
                                    Name:    Jerome P. Grisko, Jr.
                                    Title:   President



                                    ATTEST:

                                         /s/ Barbara A. Rutigliano
                                    ----------------------------------------
                                    Name:    Barbara A. Rutigliano
                                    Title:   Corporate Secretary



(Corporate Seal)


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