EXHIBIT 4.1
                                                                     -----------

                        CORRECTIONAL SERVICES CORPORATION
                                    (F.K.A.)
                        ESMOR CORRECTIONAL SERVICES, INC.

                     AMENDED AND RESTATED STOCK OPTION PLAN
                           AS AMENDED ON MAY 25, 1999


           1. PLAN; PURPOSE; GENERAL. The purpose of this Amended and Restated
Stock Option Plan (the "Plan") is to advance the interests of Correctional
Services Corporation, (the "Company") by enhancing the ability of the Company to
attract and retain selected employees, consultants, advisors to the Board of
Directors and qualified directors (collectively the "Participants") by creating
for such Participants incentives and rewards for their contributions to the
success of the Company, and by encouraging such Participants to become owners of
shares of the Company's Common Stock, par value $0.01 per share, as the title or
par value may be amended (the "Shares"). Options granted pursuant to the Plan
may be incentive stock options ("Incentive Options") as defined in the Internal
Revenue Code of 1986, as amended (the "Code") or non-qualified options, or both.
The proceeds received from the sale of Shares pursuant to the Plan shall be used
for general corporate purposes.

           2. EFFECTIVE DATE OF PLAN. The Plan will become effective upon
approval by the Board of Directors (the "Board"), and shall be subject to the
approval by the holders of at least a majority of all Shares present in person
and by proxy and entitled to vote thereon at a meeting of stockholders of the
Company within 12 months after the Company has a class of equity securities
registered under the Securities Act of 1933, as amended (the "Act").

           3. ADMINISTRATION OF THE PLAN. The Plan will be administered by the
Board of the Company. The Board will have authority, not inconsistent with the
express provisions of the Plan, to take all action necessary or appropriate
thereunder, to interpret its provisions, and to decide all questions and resolve
all disputes which may arise in connection therewith. Such determinations of the
Board shall be conclusive and shall bind all parties.

           The Board may, in its discretion, delegate its powers with respect to
the Plan to an employee benefit plan committee or any other committee (the
"Committee"), in which event all references to the Board hereunder, including
without limitation the references in Section 9, shall be deemed to refer to the
Committee. The Committee shall consist of not fewer than three members. Each of
the members must be a "disinterested person" as that term is defined in Rule
16b-3 adopted pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"). A majority of the members of the Committee shall constitute a quorum, and
all determinations of the Committee shall be made by the majority of its members
present at a meeting. Any determination of the Committee under the Plan may be
made without notice or meeting of the Committee by a writing signed by all of
the Committee members.

           The Board and the Committee, if any, shall have the authority to
determine eligibility, the number of options granted and the exercise price of
options.

<PAGE>

           4. ELIGIBILITY. The Participants in the Plan shall be all employees,
consultants, advisors to the Board of Directors and qualified directors of the
Company or any of its present or future subsidiaries (as defined in Section 8)
whether or not they are also officers of the Company. Members of the Committee
are eligible only if they do not exercise any discretion in selecting
Participants who receive grants of options, in determining the number of shares
to be granted to any Participant or in determining the exercise price of any
options, or if counsel to the Company may otherwise advise the Committee that
the taking of any such action does not impair the status of such eligible
Committee members as "disinterested persons" within the meaning of Exchange Act
Rule 16b-3.

           5. GRANT OF OPTIONS.

           (a) The Board shall grant options to Participants that it, in its
sole discretion, selects. Options shall be granted on such terms as the Board
shall determine except that Incentive Options shall be granted on terms that
comply with the Code and Regulations thereunder.

           (b) No options shall be granted after October 28, 2003 but options
previously granted may extend beyond that date.

           6. TERMS AND CONDITIONS OF OPTIONS

           (a) Exercise Price. Except as provided in Section 5(b) of this Plan,
the purchase price per Share for Shares issuable upon exercise of options shall
be a minimum of 100% of fair market value on the date of grant and shall be
determined by the Board. For this purpose, "fair market value" will be
determined as set forth in Section 8. Notwithstanding the foregoing, if any
person to whom an option is to be granted owns in excess of ten percent of the
outstanding capital stock of the Company, then no option may be granted to such
person for less than 110% of the fair market value on the date of grant as
determined by the Board.

           (b) Period of Options. Unless earlier terminated, options shall
terminate at a date determined by the Board of Directors, but in no event more
than ten years from the date of grant.

           (c) Payment for Delivery of Shares. Shares which are subject to
options shall be issued only upon receipt by the Company of full payment of the
purchase price for the Shares as to which the option is exercised. The purchase
price shall be payable by the Participant to the Company either (i) in cash or
by check, bank draft or money order payable to the order of the Company; or (ii)
for Incentive Options, through the delivery of Shares owned by the Participant
for a period of not less than six months and for which the Participant has good
title (free and clear of any liens and encumbrances) having a fair market value
equal to the purchase price; or (iii) for non-qualified options, by a
combination of cash and Shares as provided in (i) and (ii) above.

           The Company shall not be obligated to deliver any Shares unless and
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulations have been complied with, nor, if the outstanding common
stock is at the time listed on any securities exchange, unless and until the
Shares to be delivered have been listed (or authorized to be added

                                        2
<PAGE>

to the list upon official notice of issuance) upon such exchange, nor unless or
until all other legal matters in connection with the issuance and delivery of
Shares have been approved by the Company's counsel. Without limiting the
generality of the foregoing, the Company may require from the person exercising
an option such investment representation or such agreement, if any, as counsel
for the Company may consider necessary in order to comply with the Act and
applicable state securities laws.

           A Participant shall have the rights of a shareholder only as to
Shares actually acquired by him under the Plan.

           (d) Vesting. Except for options granted pursuant to Section 5(b) of
this Plan, the Board may impose such vesting restrictions as it sees fit at the
time of grant.

           (e) Transferability of Options. Incentive Options may only be sold,
pledged, assigned, hypothecated, transferred or disposed of by will or by the
laws of descent and distribution or otherwise to the extent permissible under
the Code and other applicable regulations. Non-qualified stock options may be
sold, pledged, assigned, hypothecated, transferred or disposed of as determined
by the Committee and as set forth in a grant agreement with an optionee.

           (f) Forfeiture of Options upon Termination of Relationship. All
previously unexercised options including options which have not vested shall
terminate and be forfeited automatically upon the termination for any reasons
whatsoever of a Participant's status as an employee, consultant or advisor to
the Board. Except as provided in Section 6(g) below, unexercised options granted
to directors shall not terminate or be forfeited in the event such person is no
longer a director of the Company.

           (g) Death. If a Participant dies at a time when he is entitled to
exercise an option, then at any time or times within one year after his death
(or such further period as the Board may allow) such options may be exercised,
as to all or any of the Shares which the Participant was entitled to purchase
immediately prior to his death, by his personal representative or the person or
persons to whom the options are transferred by the will or the applicable laws
of descent and distribution, and except as so exercised such options will expire
at the end of such period.

           (h) Loans to Exercise Option. If requested by any Participant to whom
a grant of non-qualified options has been made, the Company or any subsidiary
may loan such person the amount of money necessary to pay the federal income
taxes incurred as a result of the exercise of any options (or guarantee a bank
loan for such purpose), assuming that the Participant is in the maximum federal
income tax bracket six months from the time of exercise and assuming that the
Participant has no deductions which would reduce the amount of such tax owed.
The loan shall be made on or after April 15th of the year following the year in
which the amount of tax is determined as may be requested by the Participant and
shall be made on such terms as the Company or lending bank determines.

           (i) Withholding Taxes. To the extent that the Company is required to
withhold taxes for federal income tax purposes in connection with the exercise
of any options, the Company shall have the right to assist the Participant to
satisfy such withholding requirement by (i) the

                                        3
<PAGE>

Participant paying the amount of the required withholding tax to the Company,
(ii) the Participant delivering to the Company Shares of its common stock
previously owned by the Participant or (iii) the Participant having the Company
retain a portion of the Shares covered by the option exercise. The number of
Shares to be delivered to or withheld by the Company times the fair market value
as defined by Section 9 of this Plan shall equal the cash required to be
withheld. To the extent that the Company elects to allow the Participant either
to deliver or have withheld Shares of the Company's common stock, the Board or
the Committee may require him to make such election only during certain periods
of time as may be necessary to comply with appropriate exemptive procedures
regarding the "short-swing" profit provisions of Section 16(b) of the Exchange
Act or to meet certain Code requirements.

           7. SHARES SUBJECT TO PLAN.

           (a) Number of Shares and Stock to be Delivered. Shares delivered
pursuant to this Plan shall in the discretion of the Board be authorized but
unissued Shares of common stock or previously issued Shares acquired by the
Company. Subject to adjustments as described below, the aggregate number of
Shares which may be delivered under this Plan shall not exceed 1,500,000 Shares
of common stock of the Company.

           (b) Changes in Stock. In the event of a stock dividend, stock split
or combination of Shares, recapitalization, merger in which the Company is the
surviving corporation or other change in the Company's capital stock, the number
and kind of Shares of stock or securities of the Company to be subject to the
Plan and to options then outstanding or to be granted thereunder, the maximum
number of Shares or securities which may be delivered under the Plan, the option
price and other relevant provisions shall be appropriately adjusted by the
Board, whose determination shall be binding on all persons.

           The Board may also adjust the number of Shares subject to outstanding
options, the exercise price of outstanding options and the terms of outstanding
options to take into consideration material changes in accounting practices or
principles, consolidations or mergers (except those described in the immediately
preceding paragraph), acquisitions or dispositions of stock or property or any
other event if it is determined by the Board that such adjustment is appropriate
to avoid distortion in the operation of the Plan.

           8. CHANGE IN CONTROL.

           In the event of a consolidation or merger in which the Company is not
the surviving corporation, or if the Company is liquidated or sells or otherwise
disposes of all or substantially all of its assets to another corporation, while
unexercised options remain outstanding under the Plan, a holder's rights with
respect to outstanding and unexercised options granted to him or her will be
adjusted in accordance with any one of the following:


               (i)   subject to clauses (iii), (iv) and (v) below, in lieu of
                     shares of CSC Common Stock, shares of such stock or other

                                        4
<PAGE>

                     securities as the holders of the shares of Common Stock
                     received pursuant to the terms of the merger, consolidation
                     or sale; or

               (ii)  the Committee may provide that after a specified date prior
                     to the effective date of such merger, consolidation,
                     liquidation or sale, all options shall be exercisable in
                     full; or

               (iii) all outstanding options may be cancelled as of the
                     effective date of any such merger, consolidation,
                     liquidation or sale, and each holder thereof shall have the
                     right to exercise any or all such options in full during a
                     30-day period preceding the effective date of such merger,
                     consolidation, liquidation or sale; or

               (iv)  all outstanding options may be cancelled as of the
                     effective date of any such merger, consolidation,
                     liquidation or sale, and each such holder thereof shall
                     have the right to exercise such option but only to the
                     extent exercisable in accordance with any discretionary
                     limitations imposed with respect to the option prior to the
                     effective date of such merger, consolidation, liquidation
                     or sale; or

               (v)   the Committee may provide for the cancellation of all
                     outstanding options and for the payment to the holders of
                     some part or all of the amount by which the value thereof
                     exceeds the payment, if any, which the holder would have
                     been required to make to exercise such option.

           9. DEFINITIONS.

           (a) For purposes of the Plan, a subsidiary is any corporation (i) in
which the Company owns, directly or indirectly, stock possessing 50 percent or
more of the total combined voting power of all classes of stock or (ii) over
which the Company has effective operating control.

           (b) The fair market value of the common stock shall be deemed to be:
(i) the closing price of the Company's common stock appearing on a national
securities exchange if the Company's common stock is listed on such an exchange,
or if not listed, the average closing bid price appearing on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"); (ii) if
the Shares are not listed on NASDAQ, then the average bid price for the
Company's stock as listed in the National Quotation Bureau's pink sheets; (iii)
if there are no listed bid prices published in the pink sheets, then the market
value shall be based upon the average closing bid price as determined following
a polling of all dealers making a market in the Company's Shares.

           10. INDEMNIFICATION OF BOARD. In addition to and without affecting
such other rights of indemnification as they may have as members of the Board or
otherwise, each member of the Board shall be indemnified by the Company to the
extent legally possible against reasonable expenses, including attorney's fees,
actually and reasonably incurred in connection with any appeal therein, to which
he may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any option granted thereunder, and against all
judgments, fines and amounts paid by his in settlement thereof; provided that
such payment of amounts so indemnified is first approved by a majority of the
members of the Board who are not parties to

                                        5
<PAGE>

such action, suit or proceedings, or by independent legal counsel selected by
the Company, in either case on the basis of a determination that such member
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company; and except that no indemnification
shall be made in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such Board member is liable for a breach of the
duty of loyalty, bad faith or intentional misconduct in his duties; and provide,
further that the Board member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend same.

           11. AMENDMENTS. The Board may at any time discontinue granting
options under the Plan. The Board may at any time or times amend the Plan or
amend any outstanding option or options for the purpose of satisfying the
requirements of any changes in applicable laws or regulations or for any other
purpose which may at the time be permitted by law, provided that (except to the
extent explicitly required or permitted herein above) no such amendment will,
without the approval of the stockholders of the Company, (a) increase the
maximum number of Shares available under the Plan, (b) reduce the option price
of outstanding options or reduce the price at which options may be granted, (c)
extend the time within which options may be granted, (d) amend the provisions of
this Section 10 of the Plan, (e) extend the period of an outstanding option
beyond ten years from the date of grant, (f) adversely affect the rights of any
Participant (without his consent) under any options theretofore granted or (g)
be effective if stockholder approval is required by applicable statute, rule or
regulation.

                                        6