EXHIBIT 4.1
CTC COMMUNICATIONS GROUP, INC.
1999 EQUITY INCENTIVE PLAN FOR
NON-EMPLOYEE DIRECTORS
1. Purpose

   The purpose of this Equity Incentive Plan for Non-Employee Directors (the
"Plan") is to advance the interests of (the "Company") by enhancing the ability
of the Company to attract and retain non-employee directors who are in a
position to make significant contributions to the success of the Company and to
align the interests of those directors more closely with those of the
stockholders.

2. Administration

   Unless otherwise determined by the Board of Directors of the Company (the
"Board"), the Plan shall be administered by the Compensation Committee of the
Board or such other committee of the Board designated by the Board for that
purpose (the "Committee"). If the Board shall determine that the Plan shall be
administered by the entire Board, the references in the Plan to the "Committee"
shall be deemed references to the Board. The Committee shall have authority,
not inconsistent with the express provisions of the Plan, (a) to grant options
in accordance with the Plan, (b) to prescribe the form or forms of instruments
evidencing options and any other instruments required under the Plan and to
change such forms from time to time; (c) to adopt, amend and rescind rules and
regulations for the administration of the Plan; and (d) to interpret the Plan
and to decide any questions and settle all controversies and disputes that may
arise in connection with the Plan. Such determinations of the Committee shall
be conclusive and shall bind all parties.

3. Effective Date and Term of the Plan

   The Plan shall become effective on July 27, 1999, the date on which the Plan
was approved by the Board of Directors of the Company, subject to approval by
the stockholders of the Company. After July 27, 2009, no option shall be
granted under the Plan, but options previously granted may extend beyond that
date. No elections may be made, and no Deferred Stock Awards shall be granted,
pursuant to Section 7 with respect to Fees for services rendered after March
31, 2009.

4. Shares Subject to the Plan

   a. Number of Shares. Subject to adjustment as provided in Section 4(c), the
aggregate number of shares of Common Stock of the Company ("Stock") that may be
delivered upon the exercise of options or pursuant to Deferred Stock Awards
granted under the Plan shall be 200,000. If any option granted under the Plan
terminates without having been exercised in full, the number of shares of Stock
as to which such option was not exercised shall be available for future grants
within the limits set forth in this Section 4(a).

   b. Shares to be Delivered. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury. No fractional shares of Stock shall be delivered under the Plan.

   c. Changes in Stock. In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the Company's
capital stock occurring after the effective date of the Plan, the number and
kind of shares of stock or securities of the Company subject to options then
outstanding or subsequently granted under the Plan, the maximum number of
shares or securities that may be delivered under the Plan, the exercise price,
and other relevant provisions shall be appropriately adjusted by the Committee,
whose determination shall be binding on all persons.

   The Committee may also adjust the number of shares subject to outstanding
awards and the exercise price and the terms of outstanding awards to take into
consideration material changes in accounting practices or
principles, extraordinary dividends, consolidations or mergers (except those
described in Section 6(j)), 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.

5. Eligibility for the Plan

   Directors who are not employees of the Company or any subsidiary of the
Company ("Eligible Directors") shall be eligible to receive options and
Deferred Stock Awards under the Plan.

6. Terms and Conditions of Options

   a. Formula Options. At each annual meeting at which an Eligible Director is
reelected or is continuing as a director, such Eligible Director shall be
granted an option to purchase 10,000 shares of Stock. The options awarded under
this paragraph (a) are referred to as "Formula Options." The grant of Formula
Options shall not require any action by the Committee.

   b. Discretionary Options. The Committee shall also have the authority under
this Plan to award options to purchase Stock to Eligible Directors in such
amounts and on such terms not inconsistent with this Plan as it shall determine
at the time of the award. The Options awarded under this paragraph (b) are
referred to herein as "Discretionary Options."

   c. Exercise Price. The exercise price of each Formula Option shall be 100%
of the Fair Market Value (as defined below) per share of the Stock on the day
before the date the option is granted. The exercise price of each Discretionary
Options shall be set by the Committee. In no event, however, shall the option
price of any option be less, in the case of an original issue of authorized
stock, than par value per share. For purposes of this paragraph, (A) the "Fair
Market Value" of a share of Stock on any date shall be the Closing Price or, if
there was no Closing Price on such day, the latest day prior thereto on which
there was a Closing Price; and (B) the "Closing Price" of the Stock on any
business day will be the last sale price as reported on the principal market on
which the Stock is traded or, if no last sale is reported, then the mean
between the highest bid and lowest asked prices on that day.

   d. Duration of Options. The latest date on which an option may be exercised
(the "Final Exercise Date") shall be (i) in the case of Formula Options, the
date which is five years from the date the Option was granted and (ii) in the
case of Discretionary Options, such date as the Committee may determine, but in
no event later than ten years from the date the Option was granted.

   e. Exercise of Options.

     i. Each Formula Option shall be exercisable on the date of grant. Each
  Discretionary Option shall become exercisable at such time or times as the
  Committee shall determine.

     ii. Any exercise of an option shall be in writing, signed by the proper
  person and delivered or mailed to the Company, accompanied by (i) any
  documentation required by the Committee and (ii) payment in full for the
  number of shares for which the option is exercised.

     iii. If an option is exercised by the executor or administrator of a
  deceased director, or by the person or persons to whom the option has been
  transferred by the director's will, the applicable laws of descent and
  distribution or pursuant to Section 6(g) below, the Company shall be under
  no obligation to deliver Stock pursuant to such exercise until the Company
  is satisfied as to the authority of the person or persons exercising the
  option.

   f. Payment for and Delivery of Stock. Stock purchased upon exercise of
options under the Plan shall be paid for as follows: (i) in cash or by check
(acceptable to the Company in accordance with guidelines established for this
purpose), bank draft or money order payable to the order of the Company; (ii)
through the delivery of shares of Stock (which, in the case of shares of Stock
acquired from the Company, have been
outstanding for at least six months) having a fair market value on the last
business day preceding the date of exercise equal to the exercise price; (iii)
by delivery of an unconditional and irrevocable undertaking by a broker to
deliver promptly to the Company sufficient funds to pay the purchase price; or
(iv) by any combination of the foregoing permissible forms of payment;
provided, that if the Stock delivered upon exercise of the option is an
original issue of authorized Stock, at least so much of the exercise price as
represents the par value of such Stock shall be paid other than with a personal
check of the option holder.

   g. Discretionary Payments. If (i) the market price of shares of Stock
subject to an option exceeds the exercise price of the option at the time of
its exercise, and (ii) the person exercising the option so requests the
Committee in writing, the Committee may in its sole discretion cancel the
option and cause the Company to pay in cash or in shares of Stock (at a price
per share equal to the fair market value per share) to the person exercising
the option an amount equal to the difference between the fair market value of
the Stock which would have been purchased pursuant to the exercise (determined
on the date the option is canceled) and the aggregate exercise price which
would have been paid.

   h. Death. Except as otherwise determined by the Board, upon the death of any
Eligible Director, all options not then exercisable shall terminate. All
options held by the director that are exercisable immediately prior to death
may be exercised by his or her executor or administrator, or by the person or
persons to whom the option is transferred by will or the applicable laws of
descent and distribution or pursuant to Section 6(g), at any time within one
year after the director's death (subject, however, to the limitations of
Section 6(c) regarding the maximum exercise period for such option). After
completion of that one-year period, such options shall terminate to the extent
not previously exercised.

   i. Other Termination of Status of Director. If a director's service with the
Company terminates for any reason other than death, all options held by the
director that are not then exercisable shall terminate. Options that are
exercisable on the date of termination shall continue to be exercisable for a
period of three months (subject to Section 6(c)). After completion of that
three-month period, such options shall terminate to the extent not previously
exercised, expired or terminated.

   j. Mergers, etc. In the event of a merger or consolidation of the Company,
or series of transactions of which such a merger or consolidation is a part,
which results in the stockholders of the Company immediately prior to such
transaction or series of transactions beneficially owning less than a majority
of the outstanding voting securities of the surviving entity immediately
following such transaction or series of transactions or which results in a
single person or entity or group of persons or entities acting in concert
owning at least a majority of the outstanding voting securities of the
surviving entity immediately following such transaction or series of
transactions, a sale, transfer, lease or other conveyance of all or
substantially all of the Company's assets in a transaction or series of
transactions, or a dissolution or liquidation of the Company, all options
hereunder will terminate; provided, that immediately prior to the consummation
of any such transaction described above, all options outstanding hereunder that
are not otherwise exercisable shall become immediately exercisable, and
provided, further, that in lieu of termination, the Board may cause the
acquiring or surviving corporation to assume all Options outstanding under this
Plan, or provide replacement options for such options on substantially the same
terms as are provided by this Plan, with such adjustments to the number of
shares covered by such Options and the exercise price thereof as may be
necessary to reflect the exchange ratio provided for in the merger or
consolidation and with such other changes as are necessary to permit the
options to remain exercisable and outstanding after the effective date of such
merger or consolidation despite the termination of the Eligible Director's
service as a director of the Company.

7. Deferred Stock Grant in Lieu of Fees

   a. Deferred Stock Grants. Each Eligible Director who shall have so elected
(pursuant to the procedures below) shall be granted irrevocable rights to
receive shares of Stock to be delivered in the future ("Deferred Stock Awards")
in lieu of the cash fees that would otherwise be payable to such Eligible
Director. Each Eligible Director shall receive a Deferred Stock Award in lieu
of any annual retainer fee to which such Eligible
Director may be entitled ("Annual Fee") and a Deferred Stock Award in lieu of
any fees to which such Eligible Director may be entitled with respect to any
meeting of the Board or any committee thereof ("Meeting Fees"). The number of
shares of Stock subject to a Deferred Stock Award shall be that number of
shares of Stock the Fair Market Value of which is equal, in the case of the
Annual Fee, to the amount of such Annual Fee on the first business day of the
calendar year for which such Annual Fee is payable, and in the case of a
Meeting Fee, to the amount of such Meeting Fee on the day before the date of
meeting for which such Meeting Fee is payable. The grant of Deferred Stock
Awards shall not require any action by the Committee.

   b. Issuance of Deferred Stock. Stock issuable pursuant to a Deferred Stock
Award granted under this Plan shall be issued by the Company to the Eligible
Director on the earliest of (i) the first business day of the third January
following such Deferred Stock Award, (ii) the date of an event described in
Section 6(j) of this Plan or (iii) the date on which such Eligible Director
shall cease to be a Director of the Company, and certificates therefore shall
be delivered by the Company promptly after such date.

   c. Notice Procedures. Prior to the beginning of any fiscal year of the
Company, an Eligible Director may notify the Company in writing of his or her
election to be granted Deferred Stock Awards in lieu of fees for the calendar
year succeeding the year in which the election is made and unless and until any
subsequent notice is given, as provided below, each calendar year thereafter (a
"Deferred Stock Election"). By making a Deferred Stock Election, such Eligible
Director agrees to forego any cash payment of the Annual Fees and Meeting Fees
paid in the form of Deferred Stock Awards. Any Deferred Stock Election shall be
irrevocable as to each calendar year once that year begins. Any Deferred Stock
Election shall continue in effect from year to year, until revoked, which
revocation shall be effective as to all years subsequent to the year in which
the notice of revocation is given, unless and until such Eligible Director
makes a subsequent Deferred Stock Election.

8. General Provisions

   a. Effect of Lack of Shares. In the event that on any date on which options
or Deferred Stock Awards are to be granted hereunder, there is not a sufficient
number of shares of Stock available to implement fully the shares issuable
thereunder, then each such director entitled to an option grant or a Deferred
Stock Award at such time shall receive a pro rata portion of the option and/or
Deferred Stock Award contemplated by this Plan to the maximum extent. In
addition, if an Deferred Stock Award cannot be implemented due to a lack of
shares, then the director's agreement to forgo Fees shall be deemed
automatically revoked to the same extent unless with the Director's consent the
Board is seeking authorization for additional shares.

   b. Non-Plan Issuances. Neither adoption of the Plan nor the grant of options
or Deferred Stock Grants to an Eligible Director shall affect the Company's
right to grant to such director options that are not subject to the Plan, to
issue to such director Stock as a bonus or otherwise, or to adopt other plans
or arrangements under which Stock may be issued to directors.

   c. No Rights as Stockholder. A holder of an option or Deferred Stock Award
shall not have the rights of a stockholder with respect to shares issuable with
respect to such option or award.

   d. Fulfillment of Legal Obligations. The Company shall not be obligated to
deliver any shares of Stock (a) until, in the opinion of the Company's counsel,
all applicable federal and state laws and regulations have been complied with,
and (b) if the outstanding Stock is at the time listed on any stock exchange or
market, until the shares to be delivered have been listed or authorized to be
listed on such exchange or market upon official notice of issuance, and (c)
until all other legal matters in connection with the issuance and delivery of
such shares have been approved by the Company's counsel. If the sale of Stock
has not been registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the option, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act and may require that the
certificates evidencing such Stock bear an appropriate legend restricting
transfer.

   e. Nontransferability of Options and Awards. No option or Deferred Stock
Award may be transferred other than by will or by the laws of descent and
distribution. During a director's lifetime, an option may be exercised only by
him or her. During a director's lifetime, a Deferred Stock Award may be paid
only by him or her.

   f. Termination & Amendment. The Board may at any time terminate the Plan as
to any further grants of options or Deferred Stock Awards. The Committee may at
any time or times, amend the Plan for any purpose which may at the time be
permitted by law, but (without the person's consent) no such amendment shall
adversely affect the rights of any person with respect to a previously granted
option or Deferred Stock Award.