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                                                                     EXHIBIT 4.1

                   [LOGO OF VIA NET.WORKS, INC. APPEARS HERE]

   NUMBER                                                             SHARES

                              VIA NET.WORKS, INC.

    SEE REVERSE FOR CERTAIN DEFINITIONS                       CUSIP 925912 10 7
AND STATEMENTS AS TO THE RIGHTS. PREFERENCES,
   PRIVILEGES AND RESTRICTIONS ON SHARES

             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

   This certifies that



is the owner of


fully paid and non-assessable shares of common stock, par value $.001 per share
of

                              VIA NET.WORKS, INC.
                  (the "Corporation"), a Delaware Corporation

     The shares represented by this certificate are transferable only on the
stock transfer books of the Corporation by the holder of record hereof or by
duly authorized attorney upon the surrender of this certificate properly
endorsed. This certificate is not valid until countersigned and registered by
the Corporation's Transfer agent and registrar.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.

Dated:

                   [SEAL OF VIA NET.WORKS, INC. APPEARS HERE]

     TREASURER                                                PRESIDENT

COUNTERSIGNED AND REGISTERED

                                                                  TRANSFER AGENT
                                                                   AND REGISTRAR

BY
                                                            AUTHORIZED SIGNATURE


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     The corporation is authorized to issue more than one class or series of
stock. The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, assignations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Such request may be made to the Secretary of the Company.

     The following abbreviations, when used in the inscription on the face of
each certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

     TEN COM  -  as tenants in common
     TEN ENT  -  as tenants by the entireties
     JT TEN   -  as joint tenants with right
                 of survivorship and not as
                 tenants in common

      UNIT TRANSFER PIN ACT -                      Custodian
                              --------------------           -------------------
                                    (Cust)                         (Minor)

                              under Uniform Transfers to Minors
                              Act
                                 -----------------------------------
                                              (State)

     Additional abbreviations may also be used though not in the above list

     For value received ___________________________________hereby sell(s),
assigns and transfer(s) unto

   PLEASE INSERT SOCIAL SECURITY OR OTHER
       IDENTIFYING NUMBER OF ASSIGNEE

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  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

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                                                                      Shares
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of the common stock evidenced by this certificate, and do (does) hereby
irrevocably constitute and appoint
                                                                   , Attorney,
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to transfer the said shares on the books of the Corporation, with full power of
substitution.

Dated
     -------------------------                   -------------------------------
                                                 Signature

                                                 -------------------------------
                                                 Signature

In presence of
              ---------------------------

NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.