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                                                                     EXHIBIT 4.1


Engraved specimen stock certificate bearing the following text:

[Obverse of Certificate]

[Graphic:  Company name with dots attaching "CUseeMe" to "Networks"]

                           CUSEEME NETWORKS, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

NUMBER                                                         CUSIP 231629 10 6

                                             SEE REVERSE FOR CERTAIN DEFINITIONS

This Certifies that

is the owner of

fully paid and non-assessable shares of the COMMON STOCK, par value $.01 per
share, of

                           CUseeMe Networks, Inc.

(the "Corporation") transferable on the books of the Corporation in person or by
duly authorized attorney upon surrender of this Certificate properly endorsed or
assigned.

          This Certificate and the shares represented hereby are issued and held
subject to the laws of the State of Delaware, the Certificate of Incorporation
of and the By-Laws of the Corporation, each as now in effect or hereafter
amended.

          This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and sealed
with the facsimile seal of the Corporation.

Dated:

[Corporate seal bearing text:] CUseeMe Networks, INC. - 1992 - Delaware - *

/s/ Christine J. Cox                                 /s/ Killko A. Caballero
Treasurer                                            President

COUNTERSIGNED AND REGISTERED:

Fleet National Bank
TRANSFER AGENT AND REGISTRAR

By
Authorized signature


[Reverse of Certificate]

                           CUSEEME NETWORKS, INC.

THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS AND SERIES OF STOCK.
THE CORPORATION WILL FURNISH TO THE HOLDER UPON WRITTEN REQUEST WITHOUT CHARGE A
STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR



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RIGHTS.

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

UNIF GIFT MIN ACT - _____________ Custodian ________________
                    (Cust)        (Minor)
                    under Uniform Gifts to Minors
                    Act _____________
                          (State)

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

     For value received, __________ hereby sell(s), assign(s), and transfer(s)
     unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE  [Box]


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

______________ Shares of the common stock represented by the within Certificate,
and do(es) hereby irrevocably constitute and appoint _________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated,
       ------  -----------------------------------------------------------------
               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.


Signature(s) Guaranteed:

-------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.