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                                                                  EXHIBIT 10.4.1

                                 FIRST AMENDMENT
                                     TO THE
                               U.S. REALTEL, INC.
                       1999 EMPLOYEE EQUITY INCENTIVE PLAN


         U.S. RealTel, Inc. (the "Company") hereby promulgates the following
First Amendment to the U.S. RealTel, Inc. 1999 Employee Equity Incentive Plan
(the "Plan") as previously adopted by the Company on April 20, 1999.

         Effective as of March 20, 2002, the Plan shall be amended as follows:

         (1)      Section 3(a) shall be amended by substituting the number
                  3,200,000 for the number 484,655 in each place said number
                  appears in Section 3(a), in order that Section 3(a) of the
                  Plan provide as follows:

         (a)      3,200,000 shares of Stock are hereby made available and are
                  reserved for delivery on account of the exercise of Awards
                  (including stock appreciation rights) and payment of benefits
                  in connection with Awards under the Plan. Stock appreciation
                  rights may be granted under the Plan with respect to 3,200,000
                  shares of Stock. Performance Units may be granted under the
                  Plan based on 3,200,000 shares of Stock. No more than
                  3,200,000 shares shall be cumulatively available for the grant
                  of Bonus Shares and Restricted Stock under the Plan. Such
                  shares may be treasury shares or newly issued shares, as may
                  be determined from time to time by the Board or the Committee.

         (2)      A Section 3(c) shall be added to the Plan as follows:

                  (c)      The number of shares of Stock available and reserved
                           for delivery on account of the exercise of Awards and
                           payment of benefits in connection with Awards, as
                           specified in Section 3(a) (including with respect to
                           stock appreciation rights, Performance Units, Bonus
                           Shares and Restricted Stock) shall automatically be
                           increased on the first day of each calendar year,
                           commencing on January 1, 2003, to that number of
                           shares equal to (i) thirty percent (30%) of the
                           Diluted Shares Outstanding as of the particular
                           January 1st less (ii) the number of shares specified
                           in Section 3(a); provided that such annual automatic
                           increases shall not cumulatively exceed 1,800,000
                           shares of Stock, so that the maximum number of shares
                           of Stock which may become available and reserved for
                           delivery on account of the exercise of Awards and
                           payment of benefits in connection with Awards shall
                           be 5,000,000. For purposes of this Section 3(c),
                           "Diluted Shares Outstanding"
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                           shall mean, as of any January 1st, the sum of (i) the
                           number of outstanding shares of common stock of the
                           Company on such date, (ii) the number of shares of
                           common stock issuable on such date assuming the
                           conversion of all outstanding preferred stock and
                           convertible debt securities of the Company, (iii) the
                           exercise of all outstanding stock purchase warrants
                           and (iv) the additional number of dilutive common
                           stock equivalent shares outstanding as the result of
                           options or other Awards outstanding on such date.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed on its behalf by the undersigned officer of the Company, as duly
authorized by its Board of Directors, as of the 20th day of March, 2002.


                                      U.S. REALTEL, INC.



                                      By:
                                         ---------------------------------
                                                     Chairman

ATTEST:



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