Exhibit 4.1





EXHIBIT 4.1




[BLUE BORDER DESIGN]




[FRONT OF CERTIFICATE]




			
	 	 	 
	NUMBER
	 	SHARES






EASYLINK SERVICES INTERNATIONAL CORPORATION




INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

10,000 AUTHORIZED SHARES OF SERIES E REDEEMABLE PREFERRED STOCK, $0.01 PAR VALUE




THIS CERTIFIES THAT
             
                
       
       [SPECIMEN]          
          is the Registered holder of
           
                  
                  
                  
                  
                  
                  
                  
                  
                  

            
              SHARES




OF THE SERIES E REDEEMABLE PREFERRED STOCK OF EASYLINK SERVICES INTERNATIONAL
CORPORATION WHICH ARE FULLY PAID AND NON-ASSESSABLE AND WHICH ARE



transferable only on the books of the Corporation by the holder hereof in person or by Attorney
upon surrender of this Certificate properly endorsed.



IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly
authorized officers and its Corporate Seal to be hereunto affixed this                      day of
                                         A.D.                     



	 	 	 	 	 
	 

	 	[EASYLINK SERVICES INTERNATIONAL CORPORATION	 	 
	 	 	 	 	 
	SECRETARY

	 	DELAWARE CORPORATE SEAL]
	 	CHIEF EXECUTIVE
OFFICER






 


 









 





[BACK OF CERTIFICATE]




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



	 	 	 	 	 	 	 	 	 	 	 
	TEN COM -

	 	as tenants in common
	 	UNIF GIFT MIN ACT-
	 	 	 	Custodian	 	 
	 

	 	 	 	 	 	 
	 	 	 	 
	TEN ENT -

	 	as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)
	 

	 	 	 	 	 	 
	 	 	 	 
	JT TEN -	 	as joint tenants with the right
of (s) survivorship (s) and (s) not as
tenants in common	 	 	 	under the Uniform Gifts to
Minors Act                
     

        (State)






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




FOR VALUE RECEIVED,     
                 
                  
                 
            
                 
                hereby sell, assign and transfer



	 	 	 
	 

	 	[PLEASE INSERT SOCIAL SECURITY OR
	 	 	 
	 

	 	OTHER IDENTIFYING NUMBER OF ASSIGNEE]






 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)




 





      
                
                 
                
                                
                
                
               
                  
         Shares
represented by the within Certificate, and do hereby irrevocably constitute and appoint
                
               
               
               Attorney to transfer the said shares on the books of the within
named Corporation with the full power of substitution in the premises.



Dated      
               




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	In presence of
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 

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