Exhibit 4.1

                          LIGHTPATH TECHNOLOGIES, INC.
                              AMENDED AND RESTATED

                           DIRECTORS STOCK OPTION PLAN

1. PURPOSE.

     This Amended and Restated  LightPath  Technologies,  Inc.  Directors  Stock
Option  Plan (the  Plan") is intended as an  amendment  and  restatement  of the
LightPath  Technologies,  Inc.  Directors Stock Option Plan. The options granted
under this Plan are intended as an incentive to retain as independent  directors
on the Board of Directors of LightPath  Technologies,  Inc. persons of training,
experience and ability, to encourage the sense of proprietorship of such persons
and to stimulate  the active  interests of such persons in the  development  and
financial success of LightPath Technologies, Inc. The options issued pursuant to
this Plan shall constitute  non-qualified  stock options,  taxable in accordance
with Section 83 of the Internal Revenue Code of 1986, as amended.

2. EFFECTIVE DATE AND TERM OF PLAN.

     The effective  date of this Plan, as amended and restated,  is November 14,
2000.  The Plan shall  terminate  on the earlier of: (i) the  effective  date of
termination  of the Plan by the Board in accordance  with Section 9; or (ii) the
date on which all shares of Common Stock  reserved under the Plan are subject to
Options granted under the Plan.

3. DEFINITIONS.

     For purposes of this Plan, the following  terms shall have the meanings set
forth below:

     (a)  "Board" means the Board of Directors of the Company.
     (b)  "Code" means the Internal  Revenue Code of 1986, as amended,  together
          with the regulations promulgated thereunder.
     (c)  "Common  Stock"  means the Class A Common  Stock of the Company or any
          security of Company issued in substitution, exchange or lieu thereof.
     (d)  "Company"  means  LightPath   Technologies,   Inc.  or  any  successor
          corporation.
     (e)  "Director"  means an individual who: (i) is a member of the Board as a
          director;  (ii) is not an employee  of the Company or any  Subsidiary;
          and (iii) in the event the Company  becomes  subject to the provisions
          of the Exchange Act, is not eligible, and has not been eligible for at
          least  one year  prior  to  becoming  a  nonemployee  director  of the
          Company,  to receive a grant or award of equity securities pursuant to
          a plan  of the  Company  or any  affiliate  of  the  Company  that  is
          administered  by any  person  having  discretion  with  respect to the
          selection of participants  and/or the amount of awards,  as determined
          under Rule 16b-3 promulgated under the Exchange Act.
     (f)  "Disability"  means permanent and total  disability.  An individual is
          permanently  and totally  disabled if he or she is unable to engage in
          any   substantial   gainful   activity  by  reason  of  any  medically
          determinable  physical or mental  impairment  which can be expected to
          result in death or which has lasted or can be  expected  to last for a
          continuous period of not less than 12 months.

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     (g)  "Eligibility  Date"  means  the date as of which an  individual  first
          becomes a Director.
     (h)  "Exchange Act" means the  Securities  Exchange Act of 1934, as amended
          and in effect from time to time, or any successor statute.
     (i)  "Fair Market  Value"  means on any given date (i) the highest  closing
          price  of a share of the  Common  Stock  on any  established  national
          exchange or  exchanges  or, if no sale of Common Stock is made on such
          day, the next  preceding  day on which there was a sale of such stock,
          or (ii) if the Common Stock is quoted in the  over-the-counter  market
          reported by the National  Association of Securities Dealers,  Inc. the
          mean between the closing paid and low asked  quotations  of the Common
          Stock for such date, or (iii) if the Common Stock is neither quoted on
          an exchange nor in the  over-the-counter  market, then the fair market
          value as determined by the Board,  taking into account various factors
          consistent  with the  provisions of applicable  law  pertaining to the
          valuation of stock for federal income tax purposes.
     (j)  "Plan" means this Directors Stock Option Plan, as set forth herein and
          as it may be hereafter amended.
     (k)  "Option"  means an option to purchase  shares of Common Stock  granted
          pursuant to the provisions of Section 5 of the Plan.
     (l)  "Option  Agreement"  means the  written  document  that sets forth the
          terms and conditions of an Option, as described in Section 10(e).
     (m)  "Subsidiary"  means any  corporation  or  entity in which the  Company
          directly or indirectly  controls 50% or more of the total voting power
          of all classes of its stock having voting power,  whether  existing at
          the date of institution of this Plan or subsequently.

4. COMMON STOCK SUBJECT TO PLAN.

Shares of Common Stock Subject to Plan.  The maximum  number of shares of Common
Stock in respect  of which  Options  shall be granted  under the Plan (the "Plan
Maximum")  shall be  450,000,  subject to  adjustment  as  provided in Section 6
below. Common Stock issued under the Plan may be either authorized and un-issued
shares or issued shares which have been reacquired by the Company. The following
terms and conditions shall apply to Common Stock subject to the Plan:

    (i)   In no event shall more than the Plan Maximum be cumulatively available
          for Options under the Plan;

    (ii)  For the  purpose  of  computing  the total  number of shares of Common
          Stock  available  for Options  under the Plan,  there shall be counted
          against  the  foregoing  limitations,  the  number of shares of Common
          Stock  subject to  issuance  upon  exercise or  settlement  of Options
          (regardless of exercisability);

    (iii) If any Options are forfeited,  terminated or expire un-exercised,  the
          shares of Common  Stock which were  previously  subject to the Options
          shall again be available  for Options  under the Plan to the extent of
          such forfeiture or expiration of the Options;

    (iv)  Any shares of Common  Stock which are used as full or partial  payment
          to the Company by a Director of the purchase price of shares of Common
          Stock upon  exercise of an Option shall again be available for Options
          under the Plan; and

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    (v)   Any shares of Common  Stock  that may  remain  unsold and that are not
          subject to  outstanding  Options at the  termination of the Plan shall
          cease  to  be  reserved  for  the  purpose  of  the  Plan,  but  until
          termination  of the Plan the  Company  shall at all  times  reserve  a
          sufficient number of shares to meet the requirements of the Plan.

5. FORMULA FOR GRANT OF OPTIONS.

     (a)  General.  An Option shall be granted pursuant to Subsection (b) below,
          to each person who is a Director. Each Option shall be evidenced by an
          Option  Agreement  in a form  specified by the Board  containing  such
          terms and conditions  that are consistent  with the terms of this Plan
          or  applicable  law. An Option  granted to a Director  under this Plan
          shall be in addition to regular directors' fees or other benefits with
          respect  to the  Director's  position  with the  Company or any of its
          Subsidiaries.  Neither the Plan nor any Option  granted under the Plan
          shall  confer  upon any  person  any right to  continue  to serve as a
          director of the Company.

     (b)  Grant. (1) A Director shall be granted, effective as of the Director's
          Eligibility  Date, an option to purchase 20,000 shares of Common Stock
          which shall vest 1/12 per month for one year.  (2) Each director shall
          be granted an additional option as an annual grant ("Annual Grant") to
          purchase  4,000  shares of Common  Stock at the  annual  meeting.  The
          Annual Grant shall vest 1/12 per month for one year. The director must
          be active at the annual meeting to obtain this Annual Grant.

          An Option shall be exercisable,  only if the Director has continued to
          perform  services  as a  director  of the  Company  during  the period
          beginning  on the date the Option is first  granted  and ending on the
          date the relevant portion of the Option is first  exercisable,  as the
          case may be. The  exercisability  of an Option upon  cessation of such
          services is set forth in Subsection (f), below.

          The term of an Option grant  pursuant to this  Subsection (b) shall be
          ten (10)  years  commencing  as of the  effective  date of the  grant,
          regardless of whether the relationship  between the individual and the
          Company  terminates  or  changes.  The  exercise  price for a share of
          Common Stock under an Option  grant  pursuant to this  Subsection  (b)
          shall be the Fair  Market  Value of a share of Common  Stock as of the
          effective date of the grant.

     (c)  Method of Exercise.  Subject to applicable  exercise  restrictions set
          forth  herein,  an Option may be  exercised,  in whole or in part,  by
          giving written notice of exercise to the Company specifying the number
          of shares to be purchased.  The notice shall be accompanied by payment
          in full of the purchase  price.  The purchase price may be paid by any
          of the following  methods,  subject to the  restrictions  set forth in
          Subsection (d), below:

          (1)  in cash,  by certified or cashier's  check,  by money order or by
               personal  check (if  approved by the Board) of an amount equal to
               the  aggregate  purchase  price of the shares of Common  Stock to
               which such exercise relates;

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          (2)  if acceptable to the Board, by delivery of shares of Common Stock
               already owned by the Director,  which shares,  including any cash
               tendered   therewith,   have  an  aggregate   Fair  Market  Value
               (determined  as of the date  preceding the  Company's  receipt of
               exercise  notice)  equal to the aggregate  purchase  price of the
               shares of Common Stock to which such exercise relates; or

          (3)  if  acceptable  to the Board,  by  delivery  to the Company of an
               exercise notice that (i) requests the Company,  subsequent to the
               exercise  of the Option and prior to the actual  delivery  of any
               shares of Common Stock to the  Director,  to arrange for the sale
               of that number of shares of Common  Stock that have a value equal
               to the  exercise  price of the  Option and (ii)  agrees  that the
               Company  may  use the  proceeds  of such  sale to  discharge  the
               Director's  liability to pay to the Company the exercise price of
               such Option.

     (d)  Restrictions  on Method of  Exercise.  Notwithstanding  the  foregoing
          payment  provisions,  the Board may refuse to recognize  the method of
          exercise  selected by the Director  (other than the method of exercise
          set forth in Subsection (c)(1)),  above, if, in the opinion of counsel
          to the  Company,  (i) the  Director  is,  or  within  the  six  months
          preceding such exercise was,  subject to reporting under Section 16(a)
          of the Exchange Act, and (ii) there is a substantial  likelihood  that
          the method of exercise  selected  by the  Director  would  subject the
          Director to  substantial  risk of  liability  under  Section 16 of the
          Exchange Act.

     (e)  Grant of Reload Options.  Whenever a Director  holding any Option (the
          "Original Option")  outstanding under this Plan (including any "Reload
          Options"   granted  under  the  provisions  of  this  Subsection  (e))
          exercises the Original Option and makes payment of the option price by
          tendering  shares of Common Stock  previously held by him or her, then
          the Board will grant a new option (the "Reload Option") for additional
          shares of Common  Stock equal to the number of shares  tendered by the
          Director in payment of the option price for the Original  Option being
          exercised.  All such Reload Options granted  hereunder shall be on the
          following terms and conditions:

          (1)  The Reload  Option  exercise  price per share  shall be an amount
               equal to the then  current Fair Market Value of a share of Common
               Stock,  determined as of the date of the Company's receipt of the
               exercise notice for the Original Option;

          (2)  The option  exercise  period shall expire,  and the Reload Option
               shall no longer be  exercisable,  on the expiration of the option
               period of the  Original  Option or two (2) years from the date of
               the grant of the Reload Option, whichever is later,

          (3)  Any Reload Option granted under this  Subsection (e) shall become
               exercisable  one (1) year  following  the date of exercise of the
               Original Option; and

          (4)  All other  terms of Reload  Options  granted  hereunder  shall be
               identical to the terms and conditions of the Original Option, the
               exercise of which gives rise to the grant of the Reload Option.

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     (f)  Exercisability  of Options Upon  Termination of Relationship  with the
          Company.  Notwithstanding  anything  in the  Plan to the  contrary,  a
          Director  who ceases to perform  services as a director of the Company
          for any reason  (including death and Disability)  shall be entitled to
          exercise any  outstanding  Options for the  remainder of each Option's
          term, but only to the extent the Option was exercisable as of the date
          of such  cessation  of  services.  In the  event  of the  death of the
          Director, the Director's beneficiary shall be entitled to exercise any
          outstanding  Options to the extent  permitted in  accordance  with the
          preceding sentence.

     (g)  Non-transferability  of  Options.  No Option and no rights or interest
          therein shall be assignable or  transferable  by a Director  except by
          will or the laws of descent and  distribution.  During the lifetime of
          the  Director  or the  Director's  beneficiary,  as the  case  may be,
          Options  are  exercisable  only  by the  Director,  or the  Director's
          beneficiary,  as the case may be, or the legal  representative  of the
          Director or the Director's beneficiary.

6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

     (a)  General.  The existence of the Plan and the Options granted  hereunder
          shall  not  affect  or  restrict  in any way the right or power of the
          Board or the  stockholders  of the  Company to make or  authorize  any
          adjustment,  re-capitalization,  reorganization or other change in the
          Company's   capital   structure  or  its   business,   any  merger  or
          consolidation  of  the  Company,  any  issue  of  bonds,   debentures,
          preferred  or  prior  preference  stocks  ahead  of or  affecting  the
          Company's  Common  Stock or the rights  thereof,  the  dissolution  or
          liquidation of the Company, or any sale or transfer of all or any part
          of its assets or business, or any other corporate act or proceeding.

     (b)  Change in Capitalization. In the event of any change in capitalization
          affecting the Common Stock of the Company,  such as a stock  dividend,
          stock  split,  re-capitalization,  merger,  consolidation,  split  up,
          combination,  exchange of shares, other form of reorganization, or any
          other change affecting the Common Stock, the Board, in its discretion,
          may make  proportionate  adjustments  it deems  appropriate to reflect
          such change with respect to (i) the maximum number of shares of Common
          Stock which may be sold or awarded to any Director, (ii) the number of
          shares of Common Stock covered by each outstanding  Option,  and (iii)
          the  price  per  share  in   respect  of  the   outstanding   Options.
          Notwithstanding  the  foregoing,  the  Board  may  only  increase  the
          aggregate  number of shares of Common  Stock for which  Options may be
          granted  under the Plan solely to reflect  the change,  if any, of the
          capitalization of the Company or a Subsidiary.

     (c)  Sale of Assets. The Board may also make such adjustments in the number
          of shares covered by, and the price or other value of any  outstanding
          Options in the event of a spin off or other  distribution  (other than
          normal cash dividends) of Company assets to stockholders.

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7. CHANGE OF CONTROL.

     (a)  General.  In the event of Change of Control (as defined in  Subsection
          (b) below) of the Company, Options then outstanding with respect to an
          affected  Director shall become fully exercisable as of the applicable
          date. For purposes of this  Subsection  (a),  "applicable  date" shall
          mean the earlier of the two dates on which occur the events  described
          in subsections (b)(1) and (b)(2) below.

     (b)  Definition.  A "Change of  Control"  shall be deemed to have  occurred
          with  respect  to a  Director  upon the  occurrence  of any one of the
          following  events,  other  than  a  transaction  with  another  person
          controlled by the Company or its officers or  directors,  or a benefit
          plan or trust established by the Company for its employees:

          (1)  Any person,  including a group as defined in Section  13(d)(3) of
               the Exchange Act,  becomes owner of shares of Common Stock of the
               Company  with  respect  to which  fifty-one  (51%) or more of the
               total  number of votes for the election of the Board may be cast;
               or

          (2)  The  stockholders of the Company  approve an agreement  providing
               for the sale or other  disposition of all or substantially all of
               the assets of the Company.

8. SECURITIES LAWS RESTRICTIONS.

Each  person  exercising  an Option  may be  required  by the  Company to give a
representation in writing that he or she is acquiring shares of Common Stock for
his or her own  account  for  investment  and not with a view to, or for sale in
connection with, the distribution of any part thereof (regardless of whether the
Option and shares of Common Stock covered by the Plan are  registered  under the
Securities  Act  of  1933,  as  amended).  As a  condition  of  transfer  of the
certificate  evidencing  shares of Common Stock, the Board may obtain such other
agreements or undertakings, if any, that it may deem necessary or appropriate to
assume  compliance  with any  provisions  of the Plan or any law or  regulation.
Certificates  for shares of Common Stock delivered under the Plan may be subject
to such  stock  transfer  orders  and other  restrictions  as the Board may deem
advisable under the rules, regulations, and other requirements of the Securities
and  Exchange  Commission,  any stock  exchange  upon which the shares of Common
Stock are then listed,  and any applicable Federal or state securities laws. The
Board may cause a legend or legends to be put on any such  certificate  to refer
to those restrictions.

9. AMENDMENT AND TERMINATION.

     (a)  Amendments  Without  Stockholder  Approval.  Except  as set  forth  in
          Subsections (b) and (c) below, the Board may, without further approval
          of the  stockholders,  amend or  terminate  this Plan for  purposes of
          meeting or addressing any changes in legal requirements  applicable to
          the Plan or for any other reason permitted by law.

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     (b)  Amendments  Requiring  Stockholder  Approval.  The Board  must  obtain
          approval of the  stockholders  to make any  amendment  to the Plan for
          which stockholder approval is required to comply with the restrictions
          set forth in Rule 16b-3 promulgated under the Exchange Act, as amended
          and in effect from time to time (or any successor  rule) and to comply
          with the Code and accompanying regulations,  but subject to changes in
          law  or  other  legal  requirements   (including  any  change  in  the
          provisions  of Rule  16b-3 and the Code and  accompanying  regulations
          that would permit otherwise).

     (c)  Prohibited  Amendments.  Notwithstanding  Subsections (a) and (b), the
          provisions of Section 5 regarding  eligibility and automatic grants of
          Options  under the Plan shall not be amended  more than once every six
          (6) months,  except for such  amendments as may be necessary to comply
          with  the  applicable   provisions  of  the  Code  or  the  rules  and
          regulations promulgated thereunder.

10. MISCELLANEOUS MATTERS.

     (a)  Government  Regulations.  The Plan and the  granting  and  exercise of
          Options  hereunder,  and the  obligations  of the  Company to sell and
          deliver shares of Common Stock under such Options, shall be subject to
          all applicable laws,  rules and regulations,  and to such approvals by
          any governmental  agencies or national securities  exchanges as may be
          required.

     (b)  Costs of Plan. The costs and expenses of administering  the Plan shall
          be borne by the Company.

     (c)  Interpretation.  If any  provision of the Plan is held invalid for any
          reason, such holding shall not affect the remaining  provisions of the
          Plan,  but instead the Plan shall be construed and enforced as if such
          provisions had never been included in the Plan.  Headings contained in
          the Plan are for convenience  only and shall in no manner be construed
          as part of this Plan.  Any  reference  to the  masculine,  feminine or
          neuter  gender  shall  be a  reference  to  such  other  gender  as is
          appropriate.

     (d)  Section 83(b)  Election.  If as a result of  exercising  an Option,  a
          Director  receives  shares  of  Common  Stock  that are  subject  to a
          "substantial  risk of forfeiture" and are not  "transferable" as those
          terms are defined for purposes of Section 83(b) of the Code, then such
          Director may elect under Section 83(b) to include in his gross income,
          for the  taxable  year  in  which  the  shares  of  Common  Stock  are
          transferred to him, the excess of the fair market value of such shares
          at the time of transfer  (determined without regard to any restriction
          other than one which by its terms will never  lapse),  over the amount
          paid for such shares. If the Director makes the Section 83(b) election
          described  above, the Director shall (i) make the election in a manner
          that is  satisfactory  to the Board;  (ii)  provide the Company with a
          copy of such election;  and (iii) agree to promptly notify the Company
          if any  Internal  Revenue  Service  or state  tax  agent,  on audit or
          otherwise,  questions the validity or  correctness of such election or
          of the amount of income reportable on account of such election.

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     (e)  Option Agreement and Beneficiary Designation.  Each Director receiving
          an Option  grant under the Plan shall  enter into an Option  Agreement
          with the  Company in a form  specified  by the Board  agreeing  to the
          terms and conditions of the Option.  Each Director receiving an Option
          grant under the Plan shall designate one or more beneficiaries who may
          elect to exercise any Options  exercisable  upon or after the death of
          the Director.

     (f)  Governing  Law.  The Plan and all actions  taken  thereunder  shall be
          governed by and construed in accordance  with the laws of the State of
          Delaware.

November 14, 2000

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