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Exhibit 9.1

IMPSAT FIBER NETWORKS, INC.
2003 STOCK INCENTIVE PLAN

1.   Purpose

The Plan
is intended to assist the Company and its Affiliates in
attracting and retaining Eligible Individuals of outstanding ability and to
promote the identification of their interests with those of the stockholders of
the Company and its Affiliates by providing a means whereby Eligible
Individuals can acquire and maintain Common Stock ownership, or be paid
incentive compensation measured by reference to the value of Common Stock.

So that the
appropriate incentives can be provided, the Plan provides for
granting Incentive Stock Options, Nonstatutory Stock Options, Rights,
Restricted Stock, or any combination of the foregoing.

2.   Definitions

In this Plan,
except where the context otherwise indicates, the following
definitions apply:

2.1. Affiliate
means a corporation, partnership, business trust, limited
liability company or other form of business organization at least a majority of
the total combined voting power of all classes of stock or other equity
interests of which is owned by the Company, either directly or indirectly, and
any other entity designated by the Committee in which the Company has a
significant interest.

2.2. Agreement
means a written agreement or other document evidencing
the granting of an Award, which shall be substantially in the form of
Exhibit A-1, Exhibit A-2 or Exhibit A-3 hereto with respect
to Incentive Stock Options,
Nonstatutory Stock Options and Awards of Restricted Stock, respectively, or in
such other form as may be specified by the Committee and that may, but need
not, be signed by a Participant, as determined by the Committee in its
discretion.

2.3. Award
means a grant of an Option, Right, or Restricted Stock.

2.4. Award
Period means a period of time within which performance is
measured for the purpose of determining whether an Award of Restricted Stock
(or a portion thereof) shall vest.

2.5. Board
means the Board of Directors of the Company.

2.6. Code
means the Internal Revenue Code of 1986, as amended.





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2.7. Committee
means a committee of at least two people as the Board may
appoint to administer the Plan or, if no such committee has been appointed by
the Board, the Board. Unless the Board is acting as the Committee or the Board
specifically determines otherwise, each member of the Committee shall, at the
time he takes any action with respect to an Award under the Plan, be an
Eligible Director, provided, however, that the mere fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate any
Award made by the Committee which is otherwise validly made under the Plan.

2.8. Common
Stock means the common stock, par value $0.01 per share, of
the Company.

2.9. Company
means IMPSAT Fiber Networks, Inc., a Delaware corporation,
and any successor thereto.

2.10. Date
of Exercise means the date on which the Company receives
notice of the exercise of an Option or Right in accordance with the terms of
Article 8.

2.11. Date
of Grant means the date on which an Award is granted under
the Plan.

2.12. Director
means a member of the Board of Directors of the Company
or any Affiliate.

2.13. Effective
Date means March 25, 2003, the date on which the Company
satisfied the substitute for stockholder and Board approval available under
Section 303 of the Delaware General Corporation Law.

2.14. Eligible
Director means a person who is (i) a non-employee
director within the meaning of Rule 16b-3 under the Exchange Act, or a person
meeting any similar requirement under any successor rule or regulation
and (ii) an outside director within the meaning of Section 162(m)
of the Code, and the
Treasury Regulations promulgated thereunder; provided,
however, that clause (ii) shall
apply only with respect to grants of Awards with respect to which
the Companys tax deduction could be limited by Section 162(m) of the Code if
such clause did not apply.

2.15. Eligible
Individual means (i) any Employee or member of the Board,
or (ii) any consultant or advisor to the Company or an Affiliate who renders
bona fide services to the Company or an Affiliate who is entitled to
participate in an employee benefit plan within the meaning of 17 CFR §
230.405 (which, as of the Effective Date, includes those who (A) are natural
persons and (B) provide bona fide services to the Company other than in
connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market for
the Companys securities).

2.16. Employee
means any person determined by the Committee to be an
employee of the Company or an Affiliate, or any person who has been hired to be
an employee of the Company or an Affiliate.

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2.17. Exchange
Act means the Securities Exchange Act of 1934, as
amended.

2.18. Fair
Market Value means the fair market value of a Share as
determined by the Committee pursuant to a reasonable method adopted in good
faith for such purpose; provided, however, that if the Common Stock is traded
on the NASDAQ National Market System, the American Stock Exchange or the New
York Stock Exchange (or any similar organization or agency succeeding any such
markets or exchanges functions of reporting prices), Fair Market Value as
of any date shall be determined by the Committee based on the average of the
closing bid and asked prices of a Share for the 10 consecutive trading days
preceding the given date, as reported on any such market or exchange and
published in The Wall Street Journal or a comparable reporting or quotation
service of national reputation selected by the Committee, provided, that such
method for determining Fair Market Value shall no longer be employed as of
the date, if any, which the accountant or accountants retained by the Company
have advised the Committee to employ an alternative method for determining
Fair Market Value.

2.19. Family
Member means a person who is a spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or
sister-in-law, including adoptive relationships, of an Optionee, any person
sharing an Optionees household (other than a tenant or employee), a trust in
which any one or more of these persons have more than fifty percent (50%) of
the beneficial interest, a foundation in which any one or more of such persons
(or an Optionee) control the management of assets, and any other entity in
which one or more of such persons (or an Optionee) own more than fifty percent
(50%) of the voting interests; provided, however, that to the extent required
by applicable law, the term Family Member shall be limited to a person who is
a spouse, child, stepchild, grandchild, parent, stepparent, grandparent,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister,
brother-in-law, or sister-in-law, including adoptive relationships, of an
Optionee or a trust or foundation for the exclusive benefit of any one or more
of such persons.

2.20. Incentive
Stock Option means an Option granted under the Plan that
qualifies as an incentive stock option under Section 422 of the Code and that
the Company designates as such in the Agreement granting the Option.

2.21. Nonstatutory
Stock Option means an Option granted under the Plan
that is not an Incentive Stock Option.

2.22. Option
means an option to purchase Shares granted under the Plan.

2.23. Option
Period means the period during which an Option may be
exercised.

2.24. Option
Price means the price per Share at which an Option may be
exercised. The Option Price shall be determined by the Committee; provided
that, in the case of an Incentive Stock Option or an Option intended to qualify
as performance-

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based compensation under Section 162(m) of the Code, the
Option Price shall not be less than the Fair Market Value as of the Date of
Grant. Notwithstanding the foregoing, in the case of an Incentive Stock Option
granted to a Ten-Percent Stockholder, the Option Price shall not be less than
110% of the Fair Market Value on the Date of Grant. The Option Price of any
Option shall be subject to adjustment to the extent provided in Article 12
hereof.

2.25. Optionee
means an Eligible Individual to whom an Option has been
granted.

2.26. Plan
means this IMPSAT Fiber Networks, Inc. 2003 Stock Incentive
Plan.

2.27. Participant
means an Eligible Individual who has been granted an
Award hereunder.

2.28. Performance
Goals means performance goals established by the
Committee, which may be based on earnings or earnings growth, sales, return on
assets, cash flow, total stockholder return, equity or investment, regulatory
compliance, satisfactory internal or external audits, improvement of financial
ratings, achievement of balance sheet or income statement objectives,
implementation or completion of one or more projects or transactions, or any
other objective goals established by the Committee, and may be absolute in
their terms or measured against or in relationship to other companies
comparably, similarly or otherwise situated. Such performance goals may be
particular to an Eligible Individual or the department, branch, Affiliate, or
division in which the Eligible Individual works, or may be based on the
performance of the Company, one or more Affiliates, or the Company and one or
more Affiliates, and may cover such period as may be specified by the
Committee.

2.29. Related
Option means any Option in connection with which, or by
amendment to which, a specified Right is granted.

2.30. Related
Right means any Right granted in connection with, or by
amendment to, a specified Option.

2.31. Restricted
Stock means Shares granted under the Plan pursuant to
the provisions of Article 10 hereof.

2.32. Right
means a stock appreciation right granted under the Plan in
accordance with the terms of Article 8.

2.33. Right
Period means the period during which a Right may be
exercised.

2.34. Section 422
Employee means any Employee who is employed by the
Company or a parent corporation or subsidiary corporation (both as defined
in Sections 424(e) and (f) of the Code) with respect to the Company.

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2.35. Share
means a share of Common Stock.

2.36. Ten-Percent
Stockholder means any Section 422 Employee who
(applying the rules of Section 424(d) of the Code) owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or an Affiliate.

3.   Effective Date

The Plan is effective as of the Effective Date.

4.   Administration

The Committee
shall administer the Plan and shall have plenary authority
and discretion, subject to the provisions of the Plan and applicable law, to
determine (i) the Eligible Individuals to whom Awards shall be granted, and
(ii) the terms (which terms need not be identical) of all Awards including, but
not limited to, the Option Price of Options, the time or times at which Awards
are granted, the number of Shares covered by Awards, whether an Option shall be
an Incentive Stock Option or a Nonstatutory Stock Option, any exceptions to
nontransferability, any Performance Goals applicable to Awards, any provisions
relating to vesting, any circumstances in which Options or Rights terminate or
Shares may be repurchased by the Company, and the period during which Options
or Rights may be exercised and Restricted Stock shall be subject to
restrictions, providedthat each member of the Committee shall recuse himself
or herself from any decision relating to an Award under this Plan to such
Committee member. In making these determinations, the Committee may take into
account the nature of the services rendered or to be rendered by the Eligible
Individuals, their present and potential contributions to the success of the
Company and its Affiliates, and such other factors as the Committee in its
discretion shall deem relevant. Subject to the provisions of the Plan and
applicable law, the Committee shall have plenary authority to construe and
interpret the Plan and any Agreement, to prescribe, amend and rescind rules and
regulations relating to the Plan, to reconcile any inconsistency, correct any
default and/or supply any omission in the Plan and any Agreement or Award, and
to make all other determinations deemed necessary or advisable for the
administration of the Plan and Awards. The determinations of the Committee on
the matters referred to in this Article 4 shall be within the sole discretion
of the Committee and shall be final, binding and conclusive on all parties. No
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Award hereunder.

5.   Eligibility

Awards may
be granted only to Eligible Individuals; providedthat only
Employees who have commenced employment with the Company and its Affiliates
shall be eligible to receive Incentive Stock Options.

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6.   Stock Subject to the Plan

6.1. Subject
to adjustment as provided in Article 12, the aggregate number
of Shares that may be issued under the Plan is 3,087,044 Shares, providedthat
no more than 200,000 Shares may be issued pursuant to Awards that are not
Options or Rights.

6.2. If an
Option or Right expires or terminates for any reason (other
than by reason of the exercise of a Related Option or Related Right) without
having been fully exercised, or if shares of Restricted Stock are forfeited,
the unissued or forfeited Shares that had been subject to the Award shall
become available for the grant of additional Awards.

6.3. Upon
exercise of a Right (regardless of whether the Right is settled
in cash or Shares), the number of Shares with respect to which the Right is
exercised shall be charged against the number of Shares issuable under the Plan
and shall not become available for the grant of other Awards.

7.   Options

7.1. Options
granted under the Plan to Eligible Individuals shall be
either Incentive Stock Options or Nonstatutory Stock Options, as designated by
the Committee, provided, however, that Incentive Stock Options may only be
granted to Eligible Individuals who are Section 422 Employees on the Date of
Grant. Each Option granted under the Plan shall be clearly identified either
as an Incentive Stock Option or as a Nonstatutory Stock Option and shall be
evidenced by an Agreement that specifies the terms and conditions of the grant.
Options granted to Eligible Individuals shall be subject to the terms and
conditions set forth in this Article 7 and such other terms and conditions not
inconsistent with this Plan as the Committee may specify. In its discretion,
the Committee may condition the grant or vesting of an Option upon the
achievement of one or more specified Performance Goals.

7.2. The
Option Period for any Options granted to Eligible Individuals
shall be determined by the Committee and specifically set forth in the
applicable Agreement, provided, however, that an Option shall not be
exercisable after ten years (five years in the case of an Incentive Stock
Option granted to a Ten-Percent Stockholder) from its Date of Grant.

8.   Rights

8.1. Rights
granted under the Plan shall be evidenced by an Agreement
specifying the terms and conditions of the Award.

8.2. A Right may be granted under the Plan:



| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | (i) in connection with, and at the same time as, the grant of an Option
under the Plan;

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| |                                                                      
| | ---------------------------------------------------------------------
| | (ii) by amendment of an outstanding Option granted under the Plan; or



| |                                                          
| | ---------------------------------------------------------
| | (iii) independently of any Option granted under the Plan.

8.3. A Right granted under Section 8.2(i) or Section 8.2(ii) of this Plan
is a Related Right. A Related Right may, in the Committees discretion, apply
to all or any portion of the Shares subject to the Related Option.

8.4. A Right may be exercised in whole or in part as provided in the
applicable Agreement, and, subject to the terms of the Agreement, entitles a
Participant to receive, without payment to the Company (but subject to required
tax withholding), either cash or that number of Shares (equal to the highest
whole number of Shares), or a combination thereof, in an amount or having an
aggregate Fair Market Value as of the Date of Exercise not to exceed the number
of Shares subject to the portion of the Right exercised multiplied by an amount
equal to the excess of (i) the Fair Market Value on the Date of Exercise of the
Right over (ii) either (A) the Fair Market Value on the Date of Grant (or such
amount in excess of such Fair Market Value as may be specified by the
Committee) of the Right if it is not a Related Right, or (B) the Option Price
as provided in the Related Option if the Right is a Related Right.

8.5. The Right Period shall be determined by the Committee and
specifically set forth in the applicable Agreement, subject to the following
conditions:



| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Right will expire no later than the earlier of (A) ten years from the
Date of Grant, or (B) in the case of a Related Right, the expiration of the
Related Option;



| |                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Right may be exercised only when the Fair Market Value on the Date of
Exercise exceeds either (A) the Fair Market Value on the Date of Grant of the
Right if it is not a Related Right, or (B) the Option Price of the Related
Option if the Right is a Related Right; and



| |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Right that is a Related Right to an Incentive Stock Option may be
exercised only when and to the extent the Related Option is exercisable.

8.6. The exercise, in whole or in part, of a Related Right shall cause a
reduction in the number of Shares subject to the Related Option equal to the
number of Shares with respect to which the Related Right is exercised.
Similarly, the exercise, in whole or in part, of a Related Option shall cause a
reduction in the number of Shares subject to the Related Right equal to the
number of Shares with respect to which the Related Option is exercised.

9.   Exercise of Options and Rights

9.1. An Option or Right may, subject to the terms of the applicable
Agreement under which it is granted, be exercised in whole or in part by the
delivery to the Company of written notice of the exercise, in such form as the
Committee may

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prescribe, accompanied, in the case of an Option, by full payment
of the Option Price for the Shares with respect to which the Option is
exercised as provided in Section 9.2 hereof.

9.2. Payment of the aggregate Option Price for the Shares with respect to
which an Option is being exercised shall be made in cash; provided, however,
that the Committee, in its sole discretion, may provide in an Agreement that
part or all of such payment may be made by the Optionee in one or more of the
following forms: (i) by delivery (including constructive delivery) to the
Company of Shares that are not subject to a pledge or other security interest
(provided that such Shares, if acquired pursuant to an option or other award
granted hereunder or under any other compensation plan maintained by the
Company or any Affiliate, have been held by the Optionee for at least six
months) valued at Fair Market Value on the Date of Exercise; (ii) if and as
permitted by applicable law, by delivery on a form prescribed by the Committee
of a properly executed exercise notice and irrevocable instructions to a
registered securities broker approved by the Committee to sell Shares and
promptly deliver cash to the Company; (iii) by delivery of a promissory note as
provided in Section 9.3 hereof; or (iv) by surrender to the Company of an
Option (or a portion thereof) that has become exercisable and the receipt from
the Company upon such surrender, without any payment to the Company (other than
required tax withholding amounts), of (A) that number of Shares (equal to the
highest whole number of Shares) having an aggregate Fair Market Value as of the
date of surrender equal to that number of Shares subject to the Option (or
portion thereof) being surrendered multiplied by an amount equal to the excess
of (x) the Fair Market Value on the date of surrender over (y) the Option
Price, plus (B) an amount of cash equal to the Fair Market Value of any
fractional Share to which the Optionee would be entitled but for the
parenthetical in clause (A) above relating to whole number of Shares.

9.3. To the extent provided in an Agreement and permitted by applicable
law, the Committee may accept as payment of all or a portion of the Option
Price a promissory note executed by the Optionee evidencing his or her
obligation to make future cash payment thereof; provided, however, that in no
event may the Committee accept a promissory note for an amount in excess of the
difference between the aggregate Option Price and the par value of the Shares.
Promissory notes made pursuant to this Section 9.3 shall (i) be payable upon
such terms as may be determined by the Committee, (ii) be secured by a pledge
of the Shares received upon exercise of the Option, (iii) bear interest at a
rate fixed by the Committee, and (iv) contain such other terms and conditions
as the Committee may determine in its discretion.

10.   Restricted Stock Awards

10.1. Awards of Restricted Stock under this Plan shall consist of Shares
that are restricted as to transfer, subject to forfeiture, and subject to such
other terms and conditions as may be determined by the Committee.

10.2. Awards of Restricted Stock under this Plan shall be evidenced by
Agreements specifying the terms and conditions of the Award. Each Agreement
evidencing an Award of Restricted Stock shall contain the following:

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| | (i) prohibitions against the sale, assignment, transfer, exchange, pledge,
hypothecation, or other encumbrance of (A) the Shares awarded as Restricted
Stock, (B) the right to vote the Shares, and (C) the right to receive dividends
thereon, in each case during the restriction period applicable to the Shares;
providedthat the Participant shall have all the other rights of a stockholder
including without limitation the right to receive dividends and the right to
vote the Shares;



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| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) a requirement that each certificate representing Shares of Restricted
Stock shall be deposited with the Company, or its designee, and shall bear the
following legend:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | This certificate and the shares of stock
represented hereby are subject to the terms
and conditions (including the risks of
forfeiture and restrictions against transfer)
contained in the IMPSAT Fiber Networks, Inc.
2003 Stock Incentive Plan, and an Agreement
entered into between the registered owner and
IMPSAT Fiber Networks, Inc. Release from such
terms and conditions shall be made only in
accordance with the provisions of such Plan
and Agreement, a copy of each of which is on
file in the office of the Secretary of IMPSAT
Fiber Networks, Inc. | 



| |                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) the terms and conditions upon which any restrictions applicable to
Shares of Restricted Stock shall lapse and new certificates free of the
foregoing legend shall be issued to the Participant or the Participants legal
representative; and



| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | (iv) such other terms, conditions and restrictions as the Committee in its
discretion may specify.

10.3. The Committee is authorized to establish Restricted Stock programs
to be effective over designated Award Periods determined by the Committee. At
the beginning of each Award Period, the Committee will establish in writing the
Performance Goals for such Award Period and a schedule relating the
accomplishment of the Performance Goals to the lapse of transfer restrictions
or forfeiture provisions related to the Share of the Restricted Stock. The
Committee shall determine the number of Shares of Restricted Stock to be
awarded, if any, to each Participant who is selected to receive such an Award.

10.4. The Committee may, during the Award Period, make such adjustments to
Performance Goals as it may deem appropriate, to compensate for, or reflect, (i) extraordinary or non-recurring events experienced during an Award
Period by the Company or by any other corporation whose performance is relevant
to the determination of whether Performance Goals have been attained; (ii) any
significant changes that may have occurred during such Award Period in
applicable accounting rules or principles or

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changes in the Companys method of
accounting or in that of any other corporation whose performance is relevant to
the determination of whether an Award has been earned or (iii) any significant
changes that may have occurred during such Award Period in tax laws or other
laws or regulations that alter or affect the computation of the measures of
Performance Goals used to determine the vesting of Shares of Restricted Stock.

10.5. With respect to Awards of Restricted Stock intended to qualify as
performance-based compensation under Section 162(m) of the Code, this Article 10 (including the substance of the Performance Goals, the timing of
establishment of the Performance Goals, the adjustment of the Performance Goals
and determination of the Award) shall be implemented by the Committee in a
manner designed to preserve such Awards as such performance-based
compensation.

10.6. Upon the later of the Effective Date or the date upon which such
individual commences employment with the Company or an Affiliate, the Company
shall grant to the individuals listed on Schedule I attached hereto an Award of
Restricted Stock for that number of shares of Common Stock listed next to each
such individuals name; the terms and conditions of such Award (including,
without limitation, terms relating to vesting) shall be determined by an
applicable Agreement and such individuals employment agreement with the
Company or Affiliate, as the case may be.

11.   Restrictions on Transfer

11.1. Options and Rights shall not be transferable other than by will or
the laws of descent and distribution. An Option or Right may be exercised
during the Optionees lifetime only by the Optionee or, in the event of his or
her legal disability, by his or her legal representative. The Shares acquired
pursuant to the Plan shall be subject to such restrictions and agreements
regarding sale, assignment, encumbrances, or other transfers or dispositions
thereof (i) as the Committee shall deem appropriate, and (ii) as are required
by applicable law.

11.2. Notwithstanding any other provision of this Plan, if authorized in
an applicable Agreement, an Optionee may transfer, not for value, all or part
of an Option that is not an Incentive Stock Option to any Family Member. For
the purpose of this Section 11.2, a not for value transfer is a transfer
which is (i) a gift; (ii) a transfer under a domestic relations order in
settlement of marital property rights; or (iii) unless applicable law does not
permit such transfers, a transfer to an entity in which more than fifty percent
(50%) of the voting interests are owned by Family Members (or the Optionee) in
exchange for an interest in that entity. Following a transfer under this
Section 11.2, any such Option shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer, and shares of
Common Stock acquired pursuant to the Option shall be subject to the same
restrictions on transfer of shares as would have applied to the Optionee.
Subsequent transfers of transferred Options are prohibited except to Family
Members of the original Optionee in accordance
with this Section 11.2 or by will or the laws of descent and distribution.
The events of termination of employment under an Option shall continue to be
applied with respect to the original Optionee, following which the Option shall
be exercisable by the transferee

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only to the extent, and for the periods
specified in the applicable Agreement, and the shares may be subject to
repurchase by the Company or its assignee.

12.   Capital Adjustments

In the event of any change in the outstanding Common Stock by reason of
any stock dividend, split-up (or reverse stock split), recapitalization,
reclassification, reorganization, reincorporation, combination or exchange of
shares, merger, consolidation, liquidation or similar change in corporate
structure, the Committee may, in its discretion, accelerate the vesting or time
for payment of any outstanding Award, or provide for a substitution for or
adjustment in (i) the number and class of Shares subject to outstanding Awards,
(ii) the Option Price, (iii) the base price upon which payments under Rights
that are not Related Rights are determined, or (iv) the aggregate number and
class of Shares that may thereafter be issued under the Plan. With respect to
Awards intended to qualify as performance-based compensation under Section 162(m) of the Code, the Committee, prior to accelerating the vesting or time
for payment of, or making any adjustment or modification to, such an Award
pursuant to this Section 12, may take into account the possible impact of any
such acceleration, adjustment or modification on the Awards continuing ability
to qualify as performance-based compensation for purposes of Section 162(m)
of the Code.

Notwithstanding the above, in the event of any of the following:

(a)  The Company is merged or consolidated with another corporation or
entity and, in connection therewith, consideration is received by shareholders
of the Company in a form other than stock or other equity interests of the
surviving entity;

(b)  All or substantially all of the assets of the Company are acquired by
another person;

(c)  The reorganization or liquidation of the Company; or

(d)  The Company shall enter into a written agreement to undergo an event
described in clauses (a), (b) or (c) above,

then the Committee may, in its discretion, cancel any outstanding Awards
and pay to the holders thereof, in cash or stock, or any combination thereof,
the value of such Awards based upon the price per Share received or to be
received by other shareholders of the Company in the event, provided that (i) the Participants holding such Awards shall be given at least fifteen days
advance notice of any such cancellation (Cancellation Notice), (ii) all
Awards covered by a Cancellation Notice that are Options shall, to the extent
not previously vested and exercisable, become fully vested and exercisable upon
the Participants receipt of Cancellation Notice, and (iii) for purposes of
determining the value of Awards at the time of any cancellation, Awards shall
be deemed to be fully vested. A Participant may, in the Participants sole
discretion, specify with respect to any
exercise of an Option after receipt of a Cancellation Notice and prior to
the earlier of (A) the occurrence of the event described in clause (a), (b), or
(c) above that forms the basis for the Cancellation Notice (the Cancellation
Event) or (B) the Committees revocation
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of the Cancellation Notice, that the
exercise of the Option is contingent upon the occurrence of the Cancellation
Event. The terms of this Section 12 may be varied by the Committee in any
particular Agreement.

13.   Dividends and Dividend Equivalents

The terms of an Award may, subject to such terms and conditions as the
Committee may specify, provide a Participant with the right to receive dividend
payments or dividend equivalent payments with respect to Shares covered by the
Award, which payments may be either made currently or credited to an account
established for the Participant, and may be settled in cash or Shares, as
determined by the Committee.

14.   Termination or Amendment

The Committee may amend, alter, suspend or terminate the Plan in any
respect at any time; provided, that, no amendment, alteration, suspension or
termination of the Plan shall be made by the Committee without
approval of (i) the Companys stockholders to the extent stockholder approval is required by
applicable law or regulations (including as necessary to prevent Awards granted
under the Plan from failing to qualify as performance-based compensation for
purposes of Section 162(m) of the Code) or the requirements of the principal
exchange or interdealer quotation system on which the Common Stock is listed or
quoted, if any, and (ii) each affected Participant if such amendment,
alteration, suspension or termination would adversely affect such Participants
rights or obligations under any Award granted prior to the date of such
amendment, alteration, suspension or termination. No Award may be granted nor
any Shares issued under the Plan during any suspension, or after termination,
of the Plan.

15.   Modification, Extension and Renewal of Options; Substituted Options

15.1. Subject to the terms and conditions of the Plan, the Committee may,
in its discretion, modify, extend or renew the terms of any outstanding Awards,
or accept the surrender of outstanding Options and Rights granted under the
Plan or options and stock appreciation rights granted under any other plan of
the Company or an Affiliate (to the extent not theretofore exercised) and
authorize the granting of new Options and Rights in substitution therefor (to
the extent not theretofore exercised). Any such substituted Options or Rights
may specify a lower exercise price than the surrendered options and stock
appreciation rights, a longer term than the surrendered options and stock
appreciation rights, or have any other provisions that are authorized by the
Plan. Notwithstanding the foregoing, however, no modification of an Award
shall, without the consent of the Participant, alter or impair any of the
Participants rights or obligations under such Award.

15.2. Anything contained herein to the contrary notwithstanding, Options
and Rights may, at the discretion of the Committee, be granted under the Plan
in substitution for stock appreciation rights and options to purchase shares of
capital stock of another
corporation which is merged into, consolidated with, or all or a
substantial portion of the property or stock of which is acquired by, the
Company or one of its Affiliates. The terms and conditions of the substitute
Options and Rights so granted may vary from the
12

terms and conditions set forth
in this Plan to such extent as the Committee may deem appropriate in order to
conform, in whole or part, to the provisions of the options and stock
appreciation rights in substitution for which they are granted.

16.   Withholding

The Companys obligation to issue or deliver Shares or pay any amount
pursuant to the terms of any Award granted hereunder shall be subject to the
satisfaction of applicable federal, state and local tax withholding
requirements. To the extent provided in the applicable Agreement and in
accordance with rules prescribed by the Committee, a Participant may satisfy
any such withholding tax obligation by any of the following means or by a
combination of such means: (i) tendering a cash payment, (ii) authorizing the
Company to withhold Shares otherwise issuable to the Participant, or
(iii) delivering Shares owned by the Participant (which are not subject to any pledge
or other security interest and which have been owned by the Participant for at
least 6 months or purchased on the open market) with a Fair Market Value equal
to such withholding liability.

17.   Term of the Plan

Unless sooner terminated by the Committee pursuant to Article 14, the Plan
shall terminate on the tenth anniversary of the Effective Date and no Awards
may be granted after such date. The termination of the Plan shall not affect
the validity of any Award outstanding on the date of termination.

18.   Indemnification of Committee

In addition to such other rights of indemnification as they may have as
Directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against the reasonable expenses, including
attorneys fees, actually and reasonably incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Award
granted hereunder, and against all amounts reasonably paid by them in
settlement thereof or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, if such members acted in good faith and in a manner
which they believed to be in, and not opposed to, the best interests of the
Company.

19.   General Provisions

19.1. The establishment of the Plan shall not confer upon any Eligible
Individual any legal or equitable right against the Company, any Affiliate or
the Committee, except as expressly provided in the Plan.

19.2. The Plan does not constitute inducement or consideration for the
employment or service of any Eligible Individual, nor is it a contract between
the
Company or any Affiliate and any Eligible Individual. Participation in
the Plan shall not give an Eligible Individual any right to be retained in the
service of the Company or any Affiliate.

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19.3. The adoption of this Plan shall not be taken to impose any
limitations on the powers of the Company or its Affiliates to issue, grant, or
assume options or rights otherwise than under this Plan, or to adopt other
stock option plans or to impose any requirement of stockholder approval upon
the same.

19.4. The interests of any Eligible Individual under the Plan are not
subject to the claims of creditors and may not, in any way, be assigned,
alienated or encumbered except as provided in an Agreement.

19.5. The Plan shall be governed, construed and administered in accordance
with the laws of the State of Delaware without giving effect to the principles
of conflicts of law. Any action or proceeding brought by any party hereto
shall be brought only in a state or federal court of competent jurisdiction
located in Delaware and all parties hereto hereby submit to the in personam
jurisdiction of such court for purposes of any such action or proceeding and
irrevocably agree that such court presents a convenient forum for the
resolution of such dispute.

19.6. The Committee may require each person acquiring Shares pursuant to
Awards hereunder to represent to and agree with the Company in writing that
such person is acquiring the Shares without a view to distribution thereof.
The certificates for such Shares may include any legend that the Committee
deems appropriate to reflect any restrictions on transfer. All certificates
for Shares issued pursuant to the Plan shall be subject to such stock transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange or interdealer quotation system upon which the
Common Stock is then listed or quoted, and any applicable federal or state
securities laws. The Committee may place a legend or legends on any such
certificates to make appropriate reference to such restrictions. The
certificates for Shares acquired pursuant to an Award may also include any
legend which the Committee deems appropriate to reflect restrictions contained
in this Plan or in the applicable Agreement or to comply with the Delaware
General Corporation Law.

19.7. The Company shall not be required to issue any certificate or
certificates for Shares with respect to Awards, or record any person as a
holder of record of such Shares, without obtaining, to the complete
satisfaction of the Committee, the approval of all regulatory bodies deemed
necessary by the Committee, and without complying, to the Committees complete
satisfaction, with all rules and regulations, under federal, state or local law
deemed applicable by the Committee.

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SCHEDULE I

Awards of Restricted Stock Pursuant To Plan Section 10.6

|                    |  |                  |         |               |  |                |  | 
|------------------- |  | ---------------- | ------- | ------------- |  | -------------- |  | 
|Employee            |  | Number of Shares |         | Date of Grant
|                    |  |                  |         |              
|Ricardo Verdaguer   |  |                  | 100,000 |               |  | Effective Date
|Marcelo Girotti     |  |                  | 25,000  |               |  | Effective Date
|Mariano Torre Gomez |  |                  | 25,000  |               |  | Effective Date
|Matias Heinrich     |  |                  | 25,000  |               |  | Effective Date
|Hector Alonso       |  |                  | 25,000  |               |  | Effective Date





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EXHIBIT A-1

OPTION NO.

OPTIONEE


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IMPSAT FIBER NETWORKS, INC.
2003 STOCK INCENTIVE PLAN

*     *     *

INCENTIVE STOCK OPTION AGREEMENT

1.   Definitions.  In this Agreement, except where the context otherwise
indicates, the following definitions apply:

1.1. Affiliate means a corporation, partnership, business trust, limited
liability company or other form of business organization at least a majority of
the total combined voting power of all classes of stock or other equity
interests of which is owned by the Company, either directly or indirectly, and
any other entity designated by the Committee in which the Company has a
significant interest.

1.2. Agreement means this Incentive Stock Option Agreement.

1.3. Board means the Board of Directors of the Company.

1.4. Cause means a termination based on an Optionees (i) grossly
negligent conduct or willful misconduct in connection with the execution of the
Optionees duties to the Company that causes material and demonstrable injury
to the Company or the Companys reputation, continuing 30 days after written
notice by the Chairman of the Board to the Optionee of the need to cure; (ii) willful failure or refusal to perform in any material respect the Optionees
duties to the Company, provided the nonperformance continues uncorrected for a
period of 30 days after written notice thereof by the Chairman of the Board to
the Optionee; (iii) willful dishonesty, fraud, alcohol or illegal drug abuse,
or misconduct with respect to the business or affairs of the Company, provided
that such willful dishonesty, fraud, alcohol or illegal drug abuse, or
misconduct
adversely affects the operations, prospects or reputation of the Company;
or (iv) conviction of a felony or other crime involving moral turpitude.

1.5. Change of Control means the occurrence after the Date of Grant of
either of the following events: (i) a person or group (within the meaning
of Sections





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13(d) and 14(d)(2) of the Exchange Act), other than any Existing
Stockholder or its Affiliates, becomes the ultimate beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Voting Stock representing more
than 30% of the total voting power of the Voting Stock of the Company on a
fully-diluted basis and such ownership represents a greater percentage of the
total voting power of the Voting Stock of the Company, on a fully-diluted
basis, than is held in the aggregate by the Existing Stockholders or the
Affiliates on such date; or (ii) individuals who on the Date of Grant
constitute the Board (together with any new directors whose election by the
Board or whose nomination for election by the Companys stockholders was
approved by a vote of at least two-thirds of the members of the Board then in
office who either were members of the Board on the Date of Grant or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the members of the Board then in office.

1.6. Code means the Internal Revenue Code of 1986, as amended.

1.7. Committee means a committee of at least two people as the Board may
appoint to administer the Plan or, if no such committee has been appointed by
the Board, the Board. Unless the Board is acting as the Committee or the Board
specifically determines otherwise, each member of the Committee shall, at the
time he takes any action with respect to an Award under the Plan, be an
Eligible Director, provided, however, that the mere fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate any
Award made by the Committee which is otherwise validly made under the Plan.

1.8. Common Stock means the common stock, par value $0.01 per share, of
the Company.

1.9. Company means IMPSAT Fiber Networks, Inc., and any successor
thereto.

1.10. Covered Shares means the number of Shares subject to the Option
set forth as the Covered Shares on page 1 of this Agreement.

1.11. Date of Exercise means the date on which the Company receives
notice pursuant to Section 4.1 hereof of the exercise, in whole or in part, of
the Option.

1.12. Date of Expiration means the date on which the Option shall
expire, which shall be the earliest of the following times: (i) the date on
which the Optionees Employment is terminated by the Company or any Affiliate
for Cause; (ii) 30 days after the termination of the Optionees Employment by
reason of resignation; (iii) 180 days after the termination of the Optionees
Employment by reason of Retirement, death or Disability; (iv) 180 days after
the date the Optionees Employment is terminated by the Company or any
Affiliate other than for Cause; or (v) eight years after the Date of Grant.

1.13. Date of Grant means the date set forth as the Date of Grant on
page 1 of this Agreement.

2



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1.14. Disability means the inability due to a medical reason (other than
a medical reason arising out of, or relating to, alcoholism or illegal drug
abuse) of the Optionee to fulfill his duties at the Company on a full-time
basis for a period of either (i) 180 consecutive days, or (ii) 210 days in any
12-month period. Any question as to the existence of the Disability of the
Optionee as to which the Optionee and the Company cannot agree shall be
determined in writing by a qualified independent physician who is mutually
acceptable to both the Optionee and the Company. If the Optionee and the
Company cannot agree as to a qualified independent physician, each shall
appoint a qualified physician and those two physicians shall select a third
physician who shall make such determination in writing. The determination of
Disability made in writing to the Company and the Optionee shall be final and
conclusive for purposes of this Agreement.

1.15. Employment means the Optionees employment with the Company and
its Affiliates, including service as a director.

1.16. Exchange Act means the Securities Exchange Act of 1934, as
amended.

1.17. Existing Stockholders means each holder of Common Stock, or of
securities of the Company convertible into or exchangeable for Common Stock
representing in the aggregate five percent (5%) or more of the Companys total
Common Stock on a fully-diluted basis as of the Effective Date.

1.18. Fair Market Value means the fair market value of a Share as
determined by the Committee pursuant to a reasonable method adopted in good
faith for such purpose; provided, however, that if the Common Stock is traded
on the NASDAQ National Market System, the American Stock Exchange or the New
York Stock Exchange (or any similar organization or agency succeeding any such
markets or exchanges functions of reporting prices), Fair Market Value as
of any date shall be determined by the Committee based on the average of the
closing bid and asked prices of a Share for the 10 consecutive trading days
preceding the given date, as reported on any such market or exchange and
published in The Wall Street Journal or a comparable reporting or quotation
service of national reputation selected by the Committee, provided, that such
method for determining Fair Market Value shall no longer be employed as of
the date, if any, which the accountant or accountants retained by the Company
have advised the Committee to employ an alternative method for determining
Fair Market Value.

1.19. Option means the incentive stock option granted to the Optionee in
Section 2 of this Agreement.

1.20. Option Price means the dollar amount per Share set forth as the
Option Price on page 1 of this Agreement.

1.21.
Optionee means the person identified as the
Optionee on page 1
of this Agreement.

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1.22. Plan means the IMPSAT Fiber Networks, Inc. 2003 Stock Incentive
Plan.

1.23. Retirement means the Optionees termination of Employment on or
after the date the Optionee attains age 65, other than for Cause.

1.24. Securities Act means the Securities Act of 1933, as amended.

1.25. Share means a share of Common Stock.

1.26. Voting Stock means with respect to any entity, capital stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
entity.

2.   Grant of Option.

Pursuant to the Plan and subject to the terms of this Agreement, the
Company hereby grants to the Optionee, as of the Date of Grant, the Option to
purchase from the Company that number of Shares identified as the Covered
Shares, exercisable at the Option Price.

3.   Terms of the Option.

3.1. Type of Option. The Option is intended to be an incentive stock
option within the meaning of Section 422 of the Code; provided, however, that
to the extent that, during any calendar year the Option becomes exercisable for
the first time with respect to Shares having an aggregate fair market value in
excess of the limit imposed by Section 422(d) of the Code or all or any portion
of the Option does not otherwise qualify as an incentive stock option, (i) the
Option shall be treated as a nonstatutory stock option and not as an incentive
stock option to the extent required by Section 422(d) of the Code, and (ii) upon any exercise of the Option, the Optionee shall be required to designate
the extent to which, if any, the exercise of the Option is with respect that
portion of the Option that is a nonstatutory stock option pursuant to the
preceding clause (i). If, as of the same date, the Optionee exercises the
Option with respect to a portion of the Option that is an incentive stock
option and with respect to a portion of the Option that is a nonstatutory stock
option, the Company shall issue separate certificates to the Optionee
representing (i) those Shares that were acquired pursuant to the exercise of an
incentive stock option (which Shares shall be identified on the Companys stock
transfer records as such), and (ii) those Shares that were acquired pursuant to
the exercise of a nonstatutory stock option.

3.2. Exercise Period. During the period commencing on the Date of Grant
and terminating on the Date of Expiration, the Option may be exercised with
respect to all or a portion of the Covered Shares (in full shares), to the
extent that the Option has vested and has not been previously exercised with
respect to such Covered Shares.

3.3. Vesting Schedule.

4



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(i)  Subject to the Optionees continued Employment, on each of the [
] anniversaries of the Date of Grant, the Option shall vest as to [ ]% of
the Covered Shares, rounded up to the nearest whole number of Shares (or, if
less, the remainder of the Covered Shares with respect to which the Option has
not yet vested).

(ii)  Notwithstanding the provisions of Section 3.3(i), (A) any unvested
portion of the Option set forth in said Section 3.3(i) shall vest in full upon
a Change of Control, and (B) no part of the Option shall vest after the date of
termination for any reason of the Optionees Employment.

4.   Exercise.

4.1. Notice. The vested portion of the Option shall be exercised, in
whole or in part, by the delivery to the Company of written notice of such
exercise, in such form as the Committee may from time to time prescribe,
accompanied by (i) full payment of the Option Price with respect to that
portion of the Option being exercised, and (ii) any amounts required to be
withheld pursuant to applicable tax laws in connection with such exercise. The
Option may be exercised only with respect to whole numbers of Shares. Until
the Committee notifies the Optionee to the contrary, the form attached to this
Agreement as Exhibit A shall be used to exercise the Option.

4.2. Payment of the Option Price. Upon exercise of the Option, the
Optionee shall pay the Option Price and any applicable withholding tax amounts
in cash. With the prior written approval of the Committee, which approval
shall be in the Committees sole discretion, the Optionee may also pay the
Option Price, in whole or in part, by (i) delivering duly endorsed certificates
representing, or duly executed stock transfer instruments in respect of, a
whole number of Shares (provided that such Shares, if acquired under the Option
or under any other option or award granted under the Plan or any other plan
sponsored or maintained by the Company, have been held by the Optionee for at
least six months) having an aggregate value on the Date of Exercise (determined
based on the Fair Market Value) not more than the portion of the Option Price
being paid by delivery of such Shares, or in a combination of cash and Shares;
or (ii) surrender to the Company of the Option (or a portion thereof) and the
receipt from the Company upon such surrender, without any payment to the
Company (other than required tax withholding amounts), of (A) that number of
Shares (equal to the highest whole number of Shares) having an aggregate Fair
Market Value as of the date of surrender equal to that number of Shares subject
to the Option (or portion thereof) being surrendered multiplied by an amount
equal to the excess of (x) the Fair Market Value on the date of surrender over
(y) the Option Price, plus (B) an amount of cash equal to the Fair Market Value
of any fractional Share to which the Optionee would be entitled but for the
parenthetical in clause (A) above relating to whole number of Shares.
Notwithstanding the preceding sentence, no Shares may be used to pay any
portion of the Option Price unless those Shares were issued to the Optionee at
least six months prior to the Date of Exercise.

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5.   Restrictions on Transfer.

5.1. Options. Except by will or the laws of descent and distribution, the
Option may not be sold, transferred, assigned, pledged or otherwise disposed of
or encumbered by the Optionee, and any attempt to do so shall be null and void.
The Option may be exercised during the Optionees lifetime only by the
Optionee or, in the event of the Optionees legal disability, by the Optionees
legal representative. The terms of the Option shall be binding upon any
successor or permitted assignee of the Optionee.

5.2. Securities Act. The Optionee understands that this Option and the
Covered Shares have not been registered under the Securities Act or any state
or other jurisdictions securities laws, and upon exercise of the Option the
Shares must be held indefinitely unless the sale or other transfer thereof is
subsequently registered under the Securities Act or an exemption from such
registration requirements is available. The Optionee is further aware that the
Company is under no obligation to register the Option or the Covered Shares
under the Securities Act or any states or other jurisdictions securities laws
or to assist the Optionee in complying with any such registration requirements.
The Optionee represents that the Optionee is an accredited investor, as such
term is defined in Rule 501 under the Securities Act.

6.Capital Adjustments. In the event of any change in the outstanding
Common Stock by reason of any stock dividend, split-up (or reverse stock
split), recapitalization, reclassification, reorganization, reincorporation,
combination or exchange of shares, merger, consolidation, liquidation or
similar change in corporate structure, the Committee may, in its discretion,
accelerate the vesting of or time for payment under any outstanding Option, or
provide for a substitution for or adjustment in (i) the number and class of
Covered Shares and, (ii) the Option Price.

7.   Investment Intent; Legends; Early Disposition of Common Stock.

7.1. Representations. The Optionee agrees that, upon the issuance of any
Shares upon the exercise of the Option, the Optionee will, upon the request of
the Company, represent and warrant in writing that the Optionee: (i) has
received and reviewed a copy of the Plan; (ii) is capable of evaluating the
merits and risks of exercising the Option and acquiring the Shares and able to
bear the economic risks of such investment; (iii) has made such investigations
as he or she deems necessary and appropriate of the business and financial
prospects of the Company; and (iv) is acquiring the Shares for investment only
and not with a view to resale or other distribution thereof. The Optionee
acknowledges that the Company has made available to the Optionee the
opportunity to obtain information to evaluate the merits and risks associated
with this Agreement and the transactions contemplated hereby. The Optionee
further acknowledges that the investment contemplated by the Option involves a
high degree of risk, including risks associated with the Companys business
operations and prospects, the lack of a public market for the Shares, and the
limitations on the transferability of the Option and the Shares.

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7.2. Legends. The Optionee agrees that the certificates evidencing the
Shares issued upon exercise of the Option may include any legend that the
Committee deems appropriate to reflect any transfer and/or other restrictions
contained in the Plan, this Agreement or the Securities Act, or to comply with
other applicable laws.

7.3. Early Disposition of Common Stock. The Optionee hereby agrees to
notify the Company in writing within 30 days after the date of any disposition
of Shares of Common Stock acquired upon exercise of the Option within two years
after the Date of Grant or within one year after such Shares were transferred
to the Optionee, which notice shall state the number of Shares sold or
transferred, the date the Shares were sold or transferred, and the sale price.

8.Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to any Covered Shares until and unless a certificate
or certificates representing such shares are issued to the Optionee pursuant to
this Agreement. Except as provided in Section 6 hereof, no adjustment shall be
made for dividends or other rights for which the record date is prior to the
issuance of such certificate or certificates.

9.Employment. Neither the granting of the Option evidenced by this
Agreement nor any term or provision of this Agreement shall constitute or be
evidence of any understanding, express or implied, on the part of the Company
or any of its Affiliates to employ the Optionee (or have the Optionee serve as
a director) for any period.

10.Subject to the Plan. The Option evidenced by this Agreement and the
exercise thereof are subject to the terms and conditions of the Plan, which is
incorporated herein by reference and made a part hereof, but the terms of the
Plan shall not be considered an enlargement of any benefits under this
Agreement. In addition, the Option is subject to any rules and regulations
promulgated by the Committee pursuant to the Plan.

11.Notice. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally,
by facsimile or sent by overnight express or by registered or certified mail,
postage prepaid, addressed as follows:

If to the Company to:



| |                                 
| | --------------------------------
| | IMPSAT Fiber Networks, Inc.     
| | Elvira Rawson de Dellepianne 150
| | 11th Floor                      
| | C1107BCA Buenos Aires, Argentina
| | Attention: President            
| | Facsimile: 011-54115-170-3518   

If to the Optionee, to the address set forth beneath the Optionees
signature on the signature page hereof.

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All deliveries of notice shall be deemed effective when received by the
person entitled to such receipt or when delivery has been attempted but refused
by such person. Any party may change the person or address to which such
deliveries shall be made with respect to such party by delivering notice
thereof to the other party hereto in accordance with this Section 11.

12.   Governing Law.

The validity, construction, interpretation and enforceability of this
agreement shall be determined and governed by the laws of the State of Delaware
without giving effect to the principles of conflicts of laws. Any action or
proceeding brought by any party hereto shall be brought only in a state or
federal court of competent jurisdiction located in Delaware and all parties
hereto hereby submit to the in personam jurisdiction of such court for purposes
of any such action or proceeding and irrevocably agree that such court presents
a convenient forum for the resolution of such dispute.

13.   Severability.

If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable in any material respect, such provision shall be replaced with a
provision that is as close as possible in effect to such invalid, illegal or
unenforceable provision, and still be valid, legal and enforceable, and the
validity, legality and enforceability of the remainder of this Agreement shall
not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on
its behalf effective as of the Date of Grant.

|        |  |                             | 
|------- |  | --------------------------- | 
|ATTEST: |  | IMPSAT FIBER NETWORKS, INC.
|       
|       
|        |  | By:                         | 
|        |  |                             | 
|        |  | Name:Title:                



| |                                                
| | -----------------------------------------------
|
| | Accepted and agreed to as of the Date of Grant.
|
|
| |                                                
| | Optionee:                                      
| | Address:                                       

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EXHIBIT A-2

OPTION NO.

OPTIONEE


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IMPSAT FIBER NETWORKS, INC.
2003 STOCK INCENTIVE PLAN

*     *     *

NONSTATUTORY STOCK OPTION AGREEMENT

1.   Definitions.In this Agreement, except where the context otherwise
indicates, the following definitions apply:

1.1.   Affiliate means a corporation, partnership, business trust, limited
liability company or other form of business organization at least a majority of
the total combined voting power of all classes of stock or other equity
interests of which is owned by the Company, either directly or indirectly, and
any other entity designated by the Committee in which the Company has a
significant interest.

1.2.   Agreement means this Nonstatutory Stock Option Agreement.

1.3.   Board means the Board of Directors of the Company.

1.4.   Cause means a termination based on an Optionees (i) grossly
negligent conduct or willful misconduct in connection with the execution of the
Optionees duties to the Company that causes material and demonstrable injury
to the Company or the Companys reputation, continuing 30 days after written
notice by the Chairman of the Board to the Optionee of the need to cure; (ii)
willful failure or refusal to perform in any material respect the Optionees
duties to the Company, provided the nonperformance continues uncorrected for a
period of 30 days after written notice thereof by the Chairman of the Board to
the Optionee; (iii) willful dishonesty, fraud, alcohol or illegal drug abuse,
or misconduct with respect to the business or affairs of the Company, provided
that such willful dishonesty, fraud, alcohol or illegal drug abuse, or
misconduct adversely affects the operations, prospects or reputation of the
Company; or (iv) conviction of a felony or other crime involving moral
turpitude.

1.5.   Change of Control means the occurrence after the Date of Grant of
either of the following events: (i) a person or group (within the meaning
of Sections 13(d) and 14(d)(2) of the Exchange Act), other than any Existing
Stockholder or its Affiliates, becomes the ultimate beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Voting Stock representing more
than 30% of the total voting power of the Voting Stock of the Company on a
fully-diluted basis and such ownership represents





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a greater percentage of the
total voting power of the Voting Stock of the Company, on a fully-diluted
basis, than is held in the aggregate by the Existing Stockholders or the
Affiliates on such date; or (ii) individuals who on the Date of Grant
constitute the Board (together with any new directors whose election by the
Board or whose nomination for election by the Companys stockholders was
approved by a vote of at least two-thirds of the members of the Board then in
office who either were members of the Board on the Date of Grant or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the members of the Board then in office.

1.6.   Code means the Internal Revenue Code of 1986, as amended.

1.7.   Committee means a committee of at least two people as the Board may
appoint to administer the Plan or, if no such committee has been appointed by
the Board, the Board. Unless the Board is acting as the Committee or the Board
specifically determines otherwise, each member of the Committee shall, at the
time he takes any action with respect to an Award under the Plan, be an
Eligible Director, provided, however, that the mere fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate any
Award made by the Committee which is otherwise validly made under the Plan.

1.8.   Common Stock means the common stock, par value $0.01 per share, of
the Company.

1.9.   Company means IMPSAT Fiber Networks, Inc., and any successor
thereto.

1.10.   Covered Shares means the number of Shares subject to the Option
set forth as the Covered Shares on page 1 of this Agreement.

1.11.   Date of Exercise means the date on which the Company receives
notice pursuant to Section 4.1 hereof of the exercise, in whole or in part, of
the Option.

1.12.   Date of Expiration means the date on which the Option shall
expire, which shall be the earliest of the following times: (i) the date on
which the Optionees Employment is terminated by the Company or any Affiliate
for Cause; (ii) 30 days after the termination of the Optionees Employment by
reason of resignation; (iii) 180 days after the termination of the Optionees
Employment by reason of Retirement, death or Disability; (iv) 180 days after
the date the Optionees Employment is terminated by the Company or any
Affiliate other than for Cause; or (v) eight years after the Date of Grant.

1.13.   Date of Grant means the date set forth as the Date of Grant on
page 1 of this Agreement.

1.14.   Disability means the inability due to a medical reason (other than
a medical reason arising out of, or relating to, alcoholism or illegal drug
abuse) of the Optionee to fulfill his duties at the Company on a full-time
basis for a period of either (i) 180 consecutive days, or (ii) 210 days in any
12-month period. Any question as to the existence of the Disability of the
Optionee as to which the Optionee and the Company

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cannot agree shall be
determined in writing by a qualified independent physician who is mutually
acceptable to both the Optionee and the Company. If the Optionee and the
Company cannot agree as to a qualified independent physician, each shall
appoint a qualified physician and those two physicians shall select a third
physician who shall make such determination in writing. The determination of
Disability made in writing to the Company and the Optionee shall be final and
conclusive for purposes of this Agreement.

1.15.   Employment means the Optionees employment with the Company and
its Affiliates, including service as a director.

1.16.   Exchange Act means the Securities Exchange Act of 1934, as
amended.

1.17.   Existing Stockholders means each holder of Common Stock, or of
securities of the Company convertible into or exchangeable for Common Stock
representing in the aggregate five percent (5%) or more of the Companys total
Common Stock on a fully-diluted basis as of the Effective Date.

1.18.   Fair Market Value means the fair market value of a Share as
determined by the Committee pursuant to a reasonable method adopted in good
faith for such purpose; provided, however, that if the Common Stock is traded
on the NASDAQ National Market System, the American Stock Exchange or the New
York Stock Exchange (or any similar organization or agency succeeding any such
markets or exchanges functions of reporting prices), Fair Market Value as
of any date shall be determined by the Committee based on the average of the
closing bid and asked prices of a Share for the 10 consecutive trading days
preceding the given date, as reported on any such market or exchange and
published in The Wall Street Journal or a comparable reporting or quotation
service of national reputation selected by the Committee, provided, that such
method for determining Fair Market Value shall no longer be employed as of
the date, if any, which the accountant or accountants retained by the Company
have advised the Committee to employ an alternative method for determining
Fair Market Value.

1.19.   Option means the nonstatutory stock option granted to the Optionee
in Section 2 of this Agreement.

1.20.   Option Price means the dollar amount per Share set forth as the
Option Price on page 1 of this Agreement.

1.21.   Optionee means the person identified as the Optionee on page 1
of this Agreement.

1.22.   Plan means the IMPSAT Fiber Networks, Inc. 2003 Stock Incentive
Plan.

1.23.   Retirement means the Optionees termination of Employment on or
after the date the Optionee attains age 65, other than for Cause.

3



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1.24.   Securities Act means the Securities Act of 1933, as amended.

1.25.   Share means a share of Common Stock.

1.26.   Voting Stock means with respect to any entity, capital stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
entity.

2.   Grant of Option.

Pursuant to the Plan and subject to the terms of this Agreement, the
Company hereby grants to the Optionee, as of the Date of Grant, the Option to
purchase from the Company that number of Shares identified as the Covered
Shares, exercisable at the Option Price.

3.   Terms of the Option.

3.1.   Type of Option. The Option is intended to be a nonstatutory stock
option, and is not an incentive stock option within the meaning of Section 422
of the Code.

3.2.   Exercise Period. During the period commencing on the Date of Grant
and terminating on the Date of Expiration, the Option may be exercised with
respect to all or a portion of the Covered Shares (in full shares), to the
extent that the Option has vested and has not been previously exercised with
respect to such Covered Shares.

3.3.   Vesting Schedule.

(i)   Subject to Optionees continued Employment, on each of the [ ]
anniversaries of the Date of Grant, the Option shall vest as to [ ]% of
the Covered Shares, rounded up to the nearest whole number of Shares (or, if
less, the remainder of the Covered Shares with respect to which the Option has
not yet vested).

(ii)   Notwithstanding the provisions of Section 3.3(i), (A) any unvested
portion of the Option set forth in said Section 3.3(i) shall vest in full upon
a Change of Control, and (B) no part of the Option shall vest after the date of
termination for any reason of the Optionees Employment.

4.   Exercise.

4.1.   Notice. The vested portion of the Option shall be exercised, in
whole or in part, by the delivery to the Company of written notice of such
exercise, in such form as the Committee may from time to time prescribe, accompanied by (i) full
payment of the Option Price with respect to that portion of the Option being
exercised, and (ii) any amounts required to be withheld pursuant to applicable
tax laws in connection with such exercise. The Option may be exercised only
with respect to whole numbers of Shares. Until the Committee notifies the
Optionee to the contrary, the form attached to this Agreement as Exhibit A
shall be used to exercise the Option.

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4.2.   Payment of the Option Price. Upon exercise of the Option, the
Optionee shall pay the Option Price and any applicable withholding tax amounts
in cash. With the prior written approval of the Committee, which approval
shall be in the Committees sole discretion, the Optionee may also pay the
Option Price, in whole or in part, by (i) delivering duly endorsed certificates
representing, or duly executed stock transfer instruments in respect of, a
whole number of Shares (provided that such Shares, if acquired under the Option
or under any other option or award granted under the Plan or any other plan
sponsored or maintained by the Company, have been held by the Optionee for at
least six months) having an aggregate value on the Date of Exercise (determined
based on the Fair Market Value) not more than the portion of the Option Price
being paid by delivery of such Shares, or in a combination of cash and Shares;
or (ii) surrender to the Company of the Option (or a portion thereof) and the
receipt from the Company upon such surrender, without any payment to the
Company (other than required tax withholding amounts), of (A) that number of
Shares (equal to the highest whole number of Shares) having an aggregate Fair
Market Value as of the date of surrender equal to that number of Shares subject
to the Option (or portion thereof) being surrendered multiplied by an amount
equal to the excess of (x) the Fair Market Value on the date of surrender over
(y) the Option Price, plus (B) an amount of cash equal to the Fair Market Value
of any fractional Share to which the Optionee would be entitled but for the
parenthetical in clause (A) above relating to whole number of Shares.
Notwithstanding the preceding sentence, no Shares may be used to pay any
portion of the Option Price unless those Shares were issued to the Optionee at
least six months prior to the Date of Exercise.

5.   Restrictions on Transfer.

5.1.   Options. Except by will or the laws of descent and distribution, the
Option may not be sold, transferred, assigned, pledged or otherwise disposed of
or encumbered by the Optionee, and any attempt to do so shall be null and void.
The Option may be exercised during the Optionees lifetime only by the
Optionee or, in the event of the Optionees legal disability, by the Optionees
legal representative. The terms of the Option shall be binding upon any
successor or permitted assignee of the Optionee.

5.2.   Securities Act. The Optionee understands that this Option and the
Covered Shares have not been registered under the Securities Act or any state
or other jurisdictions securities laws, and upon exercise of the Option the
Shares must be held indefinitely unless the sale or other transfer thereof is
subsequently registered under the Securities Act or an exemption from such
registration requirements is available. The Optionee is further aware that the
Company is under no obligation to register the Option or the Covered Shares
under the Securities Act or any states or other jurisdictions securities laws
or to assist the Optionee in complying with any such registration
requirements. The Optionee represents that the Optionee is an accredited
investor, as such term is defined in Rule 501 under the Securities Act.

5.3.   Notwithstanding any other provision of this Agreement, the Optionee
may transfer, not for value, all or part of the Option to any Family Member.
For the purpose of this Section 5.3, a not for value transfer is a transfer
which is (i) a gift; (ii) a transfer under a domestic relations order in
settlement of marital property rights; or (iii)

5



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unless applicable law does not
permit such transfers, a transfer to an entity in which more than fifty percent
(50%) of the voting interests are owned by Family Members (or the Optionee) in
exchange for an interest in that entity. Following a transfer under this
Section 5.3, the Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, and Shares
acquired pursuant to the Option shall be subject to the same restrictions on
transfer of Shares as would have applied to the Optionee. Subsequent transfers
of the transferred Option are prohibited except to Family Members of the
Optionee in accordance with this Section 5.3 or by will or the laws of descent
and distribution. The events of termination of Employment under the Option
shall continue to be applied with respect to the original Optionee, following
which the Option shall be exercisable by the transferee only to the extent and
for the periods specified in this Agreement, and the Shares may be subject to
repurchase by the Company or its assignee.

6.   Capital Adjustments.In the event of any change in the outstanding
Common Stock by reason of any stock dividend, split-up (or reverse stock
split), recapitalization, reclassification, reorganization, reincorporation,
combination or exchange of shares, merger, consolidation, liquidation or
similar change in corporate structure, the Committee may, in its discretion,
accelerate the vesting of or time for payment under any outstanding Option, or
provide for a substitution for or adjustment in (i) the number and class of
Covered Shares and, (ii) the Option Price.

7.   Investment Intent; Legends.

7.1.   Representations. The Optionee agrees that, upon the issuance of any
Shares upon the exercise of the Option, the Optionee will, upon the request of
the Company, represent and warrant in writing that the Optionee: (i) has
received and reviewed a copy of the Plan; (ii) is capable of evaluating the
merits and risks of exercising the Option and acquiring the Shares and able to
bear the economic risks of such investment; (iii) has made such investigations
as he or she deems necessary and appropriate of the business and financial
prospects of the Company; and (iv) is acquiring the Shares for investment only
and not with a view to resale or other distribution thereof. The Optionee
acknowledges that the Company has made available to the Optionee the
opportunity to obtain information to evaluate the merits and risks associated
with this Agreement and the transactions contemplated hereby. The Optionee
further acknowledges that the investment contemplated by the Option involves a
high degree of risk, including risks associated with the Companys business
operations and prospects, the lack of a public market for the Shares, and the limitations on the
transferability of the Option and the Shares.

7.2.   Legends. The Optionee agrees that the certificates evidencing the
Shares issued upon exercise of the Option may include any legend that the
Committee deems appropriate to reflect any transfer and/or other restrictions
contained in the Plan, this Agreement or the Securities Act, or to comply with
other applicable laws.

8.   Rights as Stockholder.The Optionee shall have no rights as a
stockholder with respect to any Covered Shares until and unless a certificate
or certificates representing

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such shares are issued to the Optionee pursuant to
this Agreement. Except as provided in Section 6 hereof, no adjustment shall be
made for dividends or other rights for which the record date is prior to the
issuance of such certificate or certificates.

9.   Employment.Neither the granting of the Option evidenced by this
Agreement nor any term or provision of this Agreement shall constitute or be
evidence of any understanding, express or implied, on the part of the Company
or any of its Affiliates to employ the Optionee (or have the Optionee serve as
a director) for any period.

10.   Subject to the Plan.The Option evidenced by this Agreement and the
exercise thereof are subject to the terms and conditions of the Plan, which is
incorporated herein by reference and made a part hereof, but the terms of the
Plan shall not be considered an enlargement of any benefits under this
Agreement. In addition, the Option is subject to any rules and regulations
promulgated by the Committee pursuant to the Plan.

11.   Notice.All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if delivered personally,
by facsimile or sent by overnight express or by registered or certified mail,
postage prepaid, addressed as follows:

If to the Company to:



| | IMPSAT Fiber Networks, Inc.
Elvira Rawson de Dellepianne 150
11th Floor
C1107BCA Buenos Aires, Argentina
Attention: President
Facsimile: 011-54115-170-3518
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

If to the Optionee, to the address set forth beneath the Optionees
signature on the signature page hereof.

All deliveries of notice shall be deemed effective when received by the
person entitled to such receipt or when delivery has been attempted but refused
by such person. Any party may change the person or address to which such
deliveries shall be made with respect to such party by delivering notice
thereof to the other party hereto in accordance with this Section 11.

12.   Governing Law.

The validity, construction, interpretation and enforceability of this
agreement shall be determined and governed by the laws of the State of Delaware
without giving effect to the principles of conflicts of laws. Any action or
proceeding brought by any party hereto shall be brought only in a state or
federal court of competent jurisdiction located in Delaware and all parties
hereto hereby submit to the in personam jurisdiction of such court for purposes
of any such action or proceeding and irrevocably agree that such court presents
a convenient forum for the resolution of such dispute.

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13.   Severability.

If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable in any material respect, such provision shall be replaced with a
provision that is as close as possible in effect to such invalid, illegal or
unenforceable provision, and still be valid, legal and enforceable, and the
validity, legality and enforceability of the remainder of this Agreement shall
not in any way be affected or impaired thereby.

8



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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on
its behalf effective as of the Date of Grant.



|        |  |                           
|------- |  | --------------------------
|ATTEST: |  | IMPSAT FIBER NETWORKS, INC
|       
|       
|        |  | By:                       
|        |  |                           
|        |  | Name:                     
|        |  | Title:                    
|        |  |                           

Accepted and agreed to as of the Date of Grant.



Optionee:
Address:

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EXHIBIT A

EXERCISE OF OPTION

Board of Directors
IMPSAT Fiber Networks, Inc.
Elvira Rawson de Dellepianne 150
11th Floor
C1107BCA Buenos Aires
Argentina

Ladies and Gentlemen:

The undersigned, the Optionee under the [Incentive] [Nonstatutory] Stock
Option Agreement identified as Option No.  (the Agreement), granted
pursuant to the IMPSAT Fiber Networks, Inc. 2003 Stock Incentive Plan (the
Plan), hereby irrevocably elects to exercise the option granted in such
Agreement (the Option) to purchase  [whole numbers only] shares of
Common Stock, par value $0.01 per share, (the Shares) of IMPSAT Fiber
Networks, Inc. (the Company), and herewith makes payment of $ in cash.

The Optionee hereby represents and warrants as follows:

1.  The Optionee has received and reviewed a copy of the Plan;

2.  The Optionee is capable of evaluating the merits and risks of exercising
the Option and acquiring the Shares and able to bear the economic risks of such
investment;

3.  The Optionee has made such investigations as he or she deems necessary and
appropriate of the business and financial prospects of the Company; and

4.  The Optionee is acquiring the Shares for investment only and not with a
view to resale or other distribution thereof.

The Optionee acknowledges that the Company has made available to the
Optionee the opportunity to obtain information to evaluate the merits and risks
associated with the Agreement and the transactions contemplated thereby. The
Optionee further acknowledges that the investment contemplated by the Option
involves a high degree of risk, including risks associated with the Companys
business operations and prospects, the lack of a public market for the Shares,
and the limitations on the transferability of the Option and the Shares.



|       |  |                        
|------ |  | -----------------------
|Dated: |  | (Signature of Optionee)

Date Received by
IMPSAT Fiber Networks, Inc.:





Received by:





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EXHIBIT A-3

IMPSAT FIBER NETWORKS, INC.
2003 STOCK INCENTIVE PLAN

*     *     *

RESTRICTED STOCK AGREEMENT

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE
SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED
AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND
REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE
OPINION OF COUNSEL SATISFACTORY TO COMPANY, SUCH QUALIFICATION AND REGISTRATION
IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT
IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS SET FORTH
HEREIN.

EXECUTIVE:



AWARD NO.



DATE OF GRANT:



NUMBER OF SHARES:



THIS RESTRICTED STOCK AGREEMENT (this Agreement) is made effective as of
 by and between IMPSAT Fiber Networks, Inc., a Delaware
corporation (the Company), and the above-listed Executive (Executive).

Recitals:

A.   The Board of Directors of the Company (the Board of Directors) has
adopted, and the Companys shareholders have approved, the Companys 2003 Stock
Incentive Plan (the Plan) for the purpose of attracting and retaining the
services of selected key employees and other personnel. All capitalized terms
contained in this Agreement that are not defined herein shall have the meanings
ascribed to such terms in the Plan.

B.   This Agreement is executed pursuant to the Plan.

NOW, THEREFORE, it is hereby agreed as follows:

Agreement:

1.   Certain Definitions. In this Agreement, except where the context
otherwise indicates, the following definitions apply:





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(a)   Cause shall mean any termination of Executives status as a
Full-Time Employee based on Executives: (i) grossly negligent conduct or
willful misconduct in connection with the execution of Executives duties that
causes material and demonstrable injury to the Company or the Companys
reputation, continuing thirty (30) days after written notice by the Company to
Executive of the need to cure; (ii) willful failure or refusal to perform in
any material respect the Executives duties, provided the nonperformance
continues uncorrected for a period of thirty (30) days after written notice
thereof by the Company to Executive; (iii) willful dishonesty, fraud, alcohol
or illegal drug abuse, or misconduct with respect to the business or affairs of
the Company, provided that such willful dishonesty, fraud, alcohol or illegal
drug abuse, or misconduct adversely affects the operations, prospects or
reputation of the Company; or (iv) conviction of a felony or other crime
involving moral turpitude.

(b)   Change of Control means the occurrence after the Date of Grant of
either of the following events: (i) a person or group (within the meaning
of Sections 13(d) and 14(d)(2) of the Exchange Act), other than any Existing
Stockholder or its Affiliates, becomes the ultimate beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Voting Stock representing more
than 30% of the total voting power of the Voting Stock of the Company on a
fully-diluted basis and such ownership represents a greater percentage of the
total voting power of the Voting Stock of the Company, on a fully-diluted
basis, than is held in the aggregate by the Existing Stockholders or the
Affiliates on such date; or (ii) individuals who on the Date of Grant
constitute the Board (together with any new directors whose election by the
Board or whose nomination for election by the Companys stockholders was
approved by a vote of at least two-thirds of the members of the Board then in
office who either were members of the Board on the Date of Grant or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the members of the Board then in office.

(c)   Disability shall mean the inability due to medical reasons of
Executive to fulfill Executives duties as a Full-Time Employee for a period of
either (i) one hundred and eighty (180) consecutive days, or (ii) two hundred
and ten (210) days in any twelve (12)-month period. Any question as to the
existence of the Disability of Executive as to which Executive and the Company
cannot agree shall be determined in writing by a qualified independent
physician who is mutually acceptable to both Executive and the Company. If
Executive and the Company cannot agree as to a qualified independent physician,
each shall appoint a qualified physician and those two physicians shall select
a third physician who shall make such determination in writing. The
determination of Disability made in writing to the Company and Executive shall
be final and conclusive for purposes of this Agreement.

(d)   Existing Stockholders means shall mean each holder of Common Stock,
or of securities of the Company convertible into or exchangeable for Common
Stock representing in the aggregate five percent (5%) or more of the Companys
total Common Stock on a fully-diluted basis as of the Effective Date.

(e)   Good Reason shall mean the continuance of any of the following after
thirty (30) days prior written notice by Executive to the Company specifying
the basis for Executives having Good Reason to terminate Executives employment as a
Full-Time Employee:

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(i)   a material adverse change in Executives status, title, position or
responsibilities;

(ii)   the assignment to Executive of any duties materially inconsistent
with Executives position, including status, offices, responsibilities or
persons to whom Executive reports, or any other action by the Company that
results in a material and adverse change in such position, status, offices,
titles or responsibilities;

(iii)   any material breach by the Company of this Agreement or any written
employment agreement between Executive and the Company or its Affiliates,
including the failure to pay Executive on a timely basis the amounts to which
Executive is entitled under the terms of Executives employment as a Full-Time
Employee; and

(iv)   any change in the location of the primary office of Executive from
Buenos Aires, Argentina that is considered by Executive, in Executives sole
discretion, to be unsatisfactory.

(f)   Restriction Period shall mean, with respect to any Awarded Share,
the period commencing on the Dates of Grant of such Awarded Share and ending on
the date upon which such Awarded Share vests (if applicable).

(g)   Voting Stock means with respect to any entity, capital stock of any
class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
entity.

2.   Grant of Stock. Executive shall be granted on the Date of Grant the
above-listed number of shares of Restricted Stock (the Awarded Shares), which
Awarded Shares shall (i) vest as provided below, (ii) be subject to the
restrictions provided below, and (iii) otherwise be subject to all the terms of
this Agreement and the Plan. The Awarded Shares shall be subject to dilution
upon future Share issuances or other dilutive events. Until such time, if any,
as the Awarded Shares Revert (as defined in Section 5) or are transferred by
Executive as permitted under this Agreement, and except as otherwise provided
in the Plan or this Agreement, Executive shall have all the rights of a
stockholder of the Company (including the right to vote and to receive
dividends) with respect to the Awarded Shares, including the Awarded Shares
held in escrow under Section 9. All such rights and privileges shall cease in
the event that the Awarded Shares Revert.

3.   Subject to Plan. The Awarded Shares are in all instances subject to
the terms and conditions of the Plan, the provisions of which are incorporated
herein by this reference. In the event of any direct conflict between this
Agreement and the Plan, the provisions of the Plan shall control, it being
understood that the Plan contemplates that this Agreement will set forth
restrictions and conditions not set forth in the Plan. Executive acknowledges
receipt of a copy of the Plan and hereby accepts the Awarded Shares subject to
all of its terms and conditions.

4.   Vesting Schedule With Respect to Awarded Shares. Except as otherwise
provided in this Agreement, the Awarded Shares shall vest over [] ([])
years, based on Executives continued service as a full-time Employee of the
Company and/or its Affiliates (a Full-Time Employee), as follows: (a) []%
of the Awarded Shares will vest on the first anniversary of

3



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the Date of Grant,
and (b) the balance of the Awarded Shares will vest quarterly, in [] equal
increments, over the next succeeding [] quarters following such first
anniversary.

5.   Accelerated Vesting; Reversion and Cancellation of Unvested Awarded
Shares; Restrictions During Restriction Period.

(a)   In the event of termination of Executives status as a Full-Time
Employee (i) by the Company for Cause, or (ii) by the Executive without Good
Reason, any portion of the Awarded Shares that is not vested on the date the
Executive ceases to be a Full-Time Employee shall, automatically and without
need of any further action by any person or entity, (A) cease to be owned by
Executive, (B) revert to the Company, (C) be cancelled, and (D) return to the
status of authorized but unissued stock of Company (collectively, Revert)
immediately upon the date Executive ceases to be a Full-Time Employee. Neither
the Executive nor any successor, heir, assign, or personal representative of
the Executive shall thereafter have any further rights or interest in such
Reverted Awarded Shares.

(b)   In the event of (i) a Change of Control, or (ii) termination of
Executives status as a Full-Time Employee by the Company because of death or
Disability, one hundred percent (100%) of the non-vested Awarded Shares shall
vest immediately and in full.

(c)   In the event of termination of Executives status as a Full-Time
Employee (i) by the Company without Cause, or (ii) by the Executive for Good
Reason, the number of non-vested Awarded Shares that shall vest immediately
shall be equal to either (A) the number of non-vested Awarded Shares that would
have vested over time if the Executives status as a Full-Time Employee had
terminated on the final date of the Executives current term of employment as
set forth in any written employment agreement between Executive and the Company
or its Affiliate (without regard to any early termination thereof as a result
of such termination of employment or to automatic renewal provisions contained
therein) or (B) if there existed no such written employment agreement
immediately prior to such termination, one-hundred percent (100%) of the
Awarded Shares that had not previously vested. Any remaining non-vested
Awarded Shares shall Revert immediately. Neither the Executive, nor any
successor, heir, assign or personal representative of the Executive shall
thereafter have any further rights or interest in such Reverted Awarded Shares.

(d)   During the Restriction Period, the certificates representing the
Awarded Shares shall be held in escrow by the Secretary of the Company in
accordance with the provisions of Section 9, and shall bear the following
legends (in addition to any other required legends):



| | THIS CERTIFICATE AND THE SHARES OF
STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING THE RISKS OF FORFEITURE AND RESTRICTIONS AGAINST TRANSFER)
CONTAINED IN THE IMPSAT FIBER NETWORKS, INC. 2003 STOCK INCENTIVE
PLAN, AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND
IMPSAT FIBER NETWORKS, INC. RELEASE FROM | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

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| | SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE
WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OFEACH OF WHICH IS
ON FILE IN THE OFFICE OF THE SECRETARY OFIMPSAT FIBER
NETWORKS, INC.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE ACT), AND ARE RESTRICTED
SECURITIES AS DEFINED IN RULE 144 PROMULGATED UNDER
THE ACT. THE SECURITIES MAY NOT BE SOLD OR OFFERED
FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I) IN
CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SHARES UNDER THE ACT, OR (II) IN COMPLIANCE
WITH RULE 144 OR (III) OTHERWISE PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
ACT.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)   In the event the Restriction Period shall terminate with respect to
particular Awarded Shares and such Awarded Shares shall not theretofore have
Reverted, the Company shall reissue the certificate representing such Awarded
Shares without the above legend and shall deliver such certificate to the
Executive or his legal representative, providedthat the Executive has provided
the Company with the means to satisfy any federal, state or local income tax
withholding and payroll tax requirements with respect to such Awarded Shares
(Tax Liabilities).

(f)   Awarded Shares, the right to vote Awarded Shares and the right to
receive dividends thereon may not be sold, assigned, transferred, exchanged,
pledged, hypothecated or otherwise encumbered during the Restriction Period
with respect to such Awarded Shares.

6.   No Restriction On Company. This Agreement shall not in any way affect
the right of the Company to make changes in its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.

7.   Securities Law Compliance and Related Matters.

(a)   The Awarded Shares have not been registered under the Securities Act
of 1933, as amended (the 1933 Act) and are accordingly being issued to
Executive in reliance upon the exemptions from such registration provided under
Section 4(2) of the 1933 Act.

(b)   Executive hereby confirms that Executive has been informed that the
Awarded Shares may not be resold or transferred unless the Awarded Shares are
first registered under applicable securities laws or unless exemptions from such
registration are available. Accordingly, Executive hereby acknowledges that
Executive is prepared to hold the Awarded Shares for an indefinite period and
that Executive is aware that Rule 144 of the Securities and Exchange Commission
issued under the 1933 Act (the Rule) is not presently available to

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exempt the sale of the Awarded Shares from the registration requirements of the 1933 Act.
Should the Rule subsequently become available, Executive is aware that any sale
of the Awarded Shares effected pursuant to the Rule may, depending upon the
status of Executive as an affiliate or non-affiliate under the Rule, be
made only in limited amounts in accordance with the provisions of the Rule, and
that in no event may any Awarded Shares be sold pursuant to the Rule until
Executive has held the Awarded Shares for the requisite holding period.

(c)   Executive represents to the Company as follows:

(i)   Executive is acquiring the Awarded Shares for his own account and not
for the interest of any person or entity, and for investment only and not with
the intention of, or a view toward, the resale, transfer or further
distribution thereof. Executive has no binding contract, undertaking,
agreement or arrangement with any person to sell, transfer or pledge to such
person or anyone else the Awarded Shares, any interest therein, or any part
thereof and Executive has no present plans to enter into any such contract,
undertaking, agreement or arrangement.

(ii)   By reason of Executives business or financial experience, Executive
is a sophisticated investor with the capacity to protect Executives own
interests in connection with the transactions contemplated hereunder and has
both appropriate knowledge and experience with the business operations and
prospects of the Company and in financial and business matters to properly
evaluate the merits and risks of the Awarded Shares.

(iii)   Executive is not relying on any representation, warranty or
statement made by the Company or any agent, employee, or officer, director,
shareholder or other controlling person of the Company regarding the Awarded
Shares.

(d)   In order to reflect the restrictions on disposition of the Awarded
Shares, the stock certificates (if any) for the Awarded Shares will be endorsed
with restrictive legends as required hereunder, by the Plan and applicable law.

8.   Stock Distributions; Capital Adjustments.

(a)   If the Company makes any distribution of stock with respect to the
Awarded Shares by way of a stock dividend or stock split, or pursuant to any
recapitalization, reorganization, consolidation, merger or otherwise, and
Executive receives any additional shares of stock in the Company (or other
shares of stock in another corporation) as a result thereof, such additional
(or other) shares shall be deemed Awarded Shares hereunder and shall be subject
to the same restrictions and obligations imposed by this Agreement.

(b)   In the event of any recapitalization, stock split, reorganization,
merger, consolidation, spin-off, combination, repurchase, or share exchange, or
other similar corporate transaction or event that affects the Awarded Shares
such that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of the Executive, then the Board shall make
equitable changes or adjustments as are necessary or appropriate to
prevent the dilution or enlargement of the Executives rights relating to the
number and kind of Awarded Shares that may thereafter by issued in connection
with the Awarded Shares.

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9.   Escrow.

(a)   Deposit. Upon issuance, the certificates for the Awarded Shares shall
be deposited in escrow with the Companys Secretary to be held in accordance
with the provisions of this Section 9. Each deposited certificate shall be
accompanied by a duly-executed Assignment Separate from Certificate
substantially in the form attached as Exhibit A. The deposited certificates,
together with any other assets or securities from time to time deposited with
the Companys Secretary pursuant to the requirements of this Agreement, shall
remain in escrow until such time or times as the certificates (or other assets
and securities) are to be released or otherwise surrendered for cancellation in
accordance with this Agreement. Upon delivery of the certificates (or other
assets and securities) to the Companys Secretary, Executive shall be issued an
instrument of deposit acknowledging the number of Awarded Shares (or other
assets and securities) delivered in escrow.

(b)   Recapitalization. In the event of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares, or other change
affecting the Companys outstanding Common Stock as a class effected without
the Companys receipt of consideration, any new, substituted or additional
securities or other property which is by reason of such transaction distributed
with respect to the Awarded Shares shall be immediately delivered to the
Companys Secretary to be held in escrow under this Section 9, but only to the
extent the Awarded Shares are at the time subject to the escrow requirements of
this Section 9. However, all regular cash dividends on the Awarded Shares (or
other securities at the time held in escrow) shall be paid directly to
Executive and shall not be held in escrow.

(c)   Release. The Awarded Shares, shall be released from escrow at such
time as the Restriction Period expires with respect to such Awarded Shares, so
long as such Awarded Shares have not previously Reverted.

10.   Liability of Company.

(a)   The grant of the Awarded Shares shall be subject to compliance by the
Company and Executive with all applicable requirements of law relating thereto,
including, without limitation, state and federal securities laws. The Company
shall not be obligated to register, qualify or make any exemption from
registration qualification available with respect to any Awarded Shares under
any such laws.

(b)   The Company makes no representation regarding the tax treatment of the
Awarded Shares, and Executive should consult his or her tax advisor regarding
the tax consequences to Executive of any transaction involving the Awarded
Shares. Executive has been advised of the possibility of making an election
under Code Section 83(b). If Executive makes an election under Code Section
83(b) with respect to Awarded Shares, Executive shall provide notice to the
Company within 30 days thereof.

11.   No Employment Contract. Except to the extent that the terms of any
written employment contract between Executive and the Company or its Affiliate
may expressly provide otherwise, the Company (or any other Company Affiliate
employing Executive) shall be under

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no obligation to continue the employment of
Executive for any period of specific duration and may terminate Executives
status as an employee at any time, with or without cause.

12.   Governing Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to the principles of
conflicts of laws. Any action or proceeding brought by any party hereto shall
be brought only in a state or federal court of competent jurisdiction located
in Delaware and all parties hereto hereby submit to the in personam
jurisdiction of such court for purposes of any such action or proceeding and
irrevocably agree that such court presents a convenient forum for the
resolution of such dispute.

13.   Severability of Provisions. In the event that any provision hereof is
found invalid or unenforceable pursuant to judicial decree or decision, the
remainder of this Agreement shall remain valid and enforceable according to its
terms.

14.   Notices. All notices or other communications pursuant to this
Agreement shall be in writing and shall be deemed duly given if personally
delivered or if mailed by certified mail, return receipt requested, prepaid and
addressed to the address of the party as set forth in this Agreement or such
other address as such party shall have furnished to the other party in writing.

15.   Entire Agreement. This Agreement and the Plan embody the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and supersede all prior written or oral communications
or agreements all of which are merged herein. There are no restrictions,
promises, warranties, covenants, or undertakings, other than those expressly
set forth or referred to herein.

16.   No Waiver. No waiver of any provision of this Agreement or any rights
or obligations of any party hereunder shall be effective, except pursuant to a
written instrument signed by the party or parties waiving compliance, and any
such waiver shall be effective only in the specific instance and for the
specific purpose stated in such writing.

17.   Specific Performance. The parties hereby acknowledge and agree that
it is impossible to measure in money the damages which will be suffered by a
party hereto by reason of any breach by another party of any term of this
Agreement, that the Company and its Shares are unique and that a non-breaching
party will suffer irreparable injury if this Agreement is not specifically
performed. Accordingly, the parties hereto acknowledge that a non-breaching
party shall, in addition to all other remedies available hereunder or at law,
be entitled to equitable relief (including without limitation preliminary and
permanent injunctive relief) to enforce the terms of this Agreement.

18.   Survival. All warranties, covenants and agreements of the parties
made in this Agreement shall survive the issuance and purchase of the Awarded
Shares and the delivery to Executive of the certificate or certificates
evidencing the Awarded Shares.

19.   Amendment and Modification. This Agreement may be amended, modified
and supplemented only by written agreement of all of the parties hereto.

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20.   Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but except to the extent (if any)
expressly provided in this Agreement neither this Agreement nor any of the
rights, interests or obligations hereunder may be assigned by Executive without
the prior written consent of the Company. The Company shall assign this
Agreement and all of its rights hereunder in connection with any
reorganization, merger, consolidation, sale or transfer of substantially all of
the Companys assets or sale or transfer of a controlling interest in the
Companys outstanding equity securities.

21.   Attorneys Fees. If any party to this Agreement brings an action
against another party to enforce his or its rights under this Agreement, the
prevailing party shall be entitled to recover his or its, costs and expenses,
including without limitation reasonable attorneys fees and costs, incurred in
connection with such action, including any appeal of such action.

22.   Withholding. Executive shall provide the Company with the means to
satisfy all Tax Liabilities at the time such Tax Liabilities are imposed on the
Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its duly authorized officer and Executive has also executed
this Agreement all as of the day and year indicated above.

|                           |  |          
|-------------------------- |  | ---------
|IMPSAT FIBER NETWORKS, INC |  | EXECUTIVE
|                           |  |          
|                           |  |          
|By:                        |  |          

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EXHIBIT A TO
RESTRICTED STOCK AGREEMENT

ASSIGNMENT SEPARATE FROM CERTIFICATE

(Executive) hereby assigns and transfers to IMPSAT
Fiber Networks, Inc. a Delaware corporation (the Company),  shares
of the common stock of the Company listed in the Executives name on the
Companys books and represented by Certificate No.  (Shares). Also,
Executive hereby irrevocably appoints , Executives
attorney-in-fact, with (i) the power to make, execute, swear to, acknowledge,
verify, deliver, file, record and publish any and all documents, certificates
or other instruments that may be required or deemed desirable to transfer the
Shares on the books of the Company as required under the provisions of the
Restricted Stock Agreement between the Company and Executive dated
, and (ii) the power to substitute one or more others as
Executives attorney-in-fact from time to time.

|     |  |                        
|---- |  | -----------------------
|     |  |                        
|Date |  | Executive
 
 
Accepted: