EXHIBIT 4.1 [TEXT OF FACE OF STOCK CERTIFICATE] [Logo] COMMON STOCK CTC COMMUNICATIONS CORP. COMMON STOCK SHARES Number S SEE REVERSE FOR CERTAIN DEFINITIONS COMMON STOCK CUSIP 126418 10 2 INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA AND NEW YORK, NY THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF ONE CENT ($.01) CENT EACH OF CTC COMMUNICATIONS CORP. (hereinafter called the "Company") transferable upon the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be subject to all the provisions of the Articles of Organization and By-Laws of the Company as from time to time amended (copies of which are on file with the Company) to all of which the holder, by acceptance hereof, assents. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. IN WITNESS WHEREOF, the Company has caused this certificate to be signed by the facsimile signatures of its duly authorized officers and its facsimile corporate seal to be hereunto affixed. Dated: /s/ John D. Pittenger [corporate seal] /s/ Steven P. Milton Treasurer President Countersigned and Registered: STATE STREET BANK AND TRUST COMPANY (Boston) By Transfer Agent and Registrar Authorized Signature [TEXT OF REVERSE OF STOCK CERTIFICATE] The following abbreviations, when used in the inscription of the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT _______Custodian___ TEN ENT - as tenants by the entireties under Uniform Gifts to Minors JT TEN - as joint tenants with right of Act_________ (state) survivorship and not as tenants UNIF TRF MIN ACT _____Custodian in common (until age__)______ under Uniform Transfers to Minors Act __(state) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, _____ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _____________________________________________________________________________ (Please print or typewrite name and address, including zip code, of assignee) _______________________________________________________________________Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint___________________________________Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated____________ X________________________________________________________ X________________________________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By______________________ THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.