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Exhibit 10.11  Private Placement Memorandum

Private Placement Memorandum                                Copy __ ___

                                 600,000 Units


                                     [LOGO]


                         ROCKY MOUNTAIN INTERNET, INC.

THIS PRIVATE PLACEMENT MEMORANDUM RELATES TO THE SALE OF UP TO 600,000 UNITS
("UNIT") BY ROCKY MOUNTAIN INTERNET, INC., A DELAWARE CORPORATION ("RMI" OR THE
"COMPANY") AT A PRICE OF $4.00 PER UNIT.  EACH UNIT  CONSISTS OF TWO SHARES OF
COMMON STOCK, $.001 PAR VALUE PER SHARE ("COMMON STOCK" OR "COMMON SHARES"), AND
ONE WARRANT ("WARRANT").  THE $4.00 PER UNIT PURCHASE PRICE IS ALLOCATED $1.90
TO EACH SHARE OF COMMON STOCK AND $.20 TO THE WARRANT.  EACH WARRANT ENTITLES
THE REGISTERED HOLDER THEREOF TO PURCHASE ONE SHARE OF COMMON STOCK AT AN
EXERCISE PRICE OF $3.00 PER SHARE.  THE COMMON STOCK TRADES ON THE NASDAQ
SMALLCAP MARKET UNDER THE SYMBOL "RMII".  SEE "DESCRIPTION OF SECURITIES".

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE, AND AN INVESTMENT IN THE
SHARES INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK FACTORS."

                          --------------------------

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS FROM THOSE LAWS.  THE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY
AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR
ADEQUACY OF THIS PRIVATE OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.  THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

-----------------------------------------------------------------------------
                   Price          Selling            Proceeds  
                    per          Commissions            to       
                   Unit                              Company
-----------------------------------------------------------------------------
Per Unit           $4.00           $0.40             $3.60
-----------------------------------------------------------------------------
Total              $2,400,000      $240,000 (1)      $2,160,000 (2)
-----------------------------------------------------------------------------

(1)  Estimated total commissions to be paid to Neidiger/Tucker/Bruner, Inc. 
     (the "Placement Agent") based on 10% of the aggregate offering price. 
     The Company also has agreed to indemnify the Placement Agent against 
     certain civil liabilities, including liabilities under the Securities Act 
     of 1933.

(2)  Before deducting expenses of the Offering payable by the Company estimated
     to be approximately $240,000, assuming that the full offering is sold. 
     Proceeds will be available to and used by the Company even if less than the
     total proceeds reflected above are sold.  See "Use of Proceeds."

The date of this Private Placement Memorandum is June 13, 1997.


                                  Exhibit 10.11                       Page 1

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                       SUMMARY OF THE OFFERING

The following summary is qualified in its entirety by the more detailed
information and Financial Statements and Notes thereto appearing elsewhere in
this Private Offering Memorandum and the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1996, Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997 and the Prospectus dated September 5, 1996, copies
of which have been provided with this document.  Prospective investors should
consider carefully the information discussed under "Risk Factors."

                               THE COMPANY

The Company is a regional full-service Internet access provider offering a wide
range of Internet access services including dial-up accounts, dedicated
accounts, software solutions, and World Wide Web ("Web") services to businesses,
professionals and individuals in the State of Colorado. The Company devotes
particular attention to providing customers exemplary service at competitive
prices.  (Please see the attached glossary for an explanation of technical terms
used in this Private Placement Memorandum).  The Company has experienced rapid
growth, with more than 6,500 businesses and professionals and more than  6,000
individuals having subscribed to the Company's services since the Company
commenced providing Internet access in August 1993 and Web services in May 1995.
RMI anticipates continued rapid growth in the number of business, professional
and individual subscribers.

RMI believes that business and professional users of Internet services offer the
greatest opportunity for continued growth and the Company's strategy includes
marketing especially to these customers.  It is the intention of RMI to
competitively leverage its local presence in each of its targeted markets and
provide on-site sales and support. RMI has targeted regional population centers
in the Rocky Mountain States that are less competitively saturated than the
major U.S. population centers. The Company currently anticipates that the
additional markets targeted by the Company will be similar to the Company's
existing markets in the State of Colorado insofar as these markets must have a
large enough population base to offer a return on the Company's investment in
these locations.  The Company intends to offer its customers a comprehensive
sales and marketing effort which concentrates on the highest quality services, a
consultative approach to Internet use, applications, solutions and excellent
after sales support.  

RMI's network infrastructure is comprised of a regional telecommunications
network supported by a backbone of leased, high-speed dedicated phone lines,
computer hardware and software, and local access points known as points of
presence ("POPs") in eleven Colorado cities providing Internet access
availability to more than 85% of the population in Colorado.  The Company's
strategy includes constructing additional POPs in various cities located in the
Rocky Mountain West.

The Internet is a worldwide network of private and public computer networks that
link universities, government agencies, commercial entities, individuals, and
other users having disparate computer systems and networks by means of a common
communications standard.  The Internet had its origins in 1969 as a project of
the Advanced Research Project Agency ("ARPA") of the U.S. Department of Defense.
The network established by ARPA was designed to provide efficient connections
between different types of computers separated by large geographic areas and to
function even if part of the network became inoperative.  Use of the Internet
was initially restricted by the U.S. government to participants in 


                                  Exhibit 10.11                       Page 2

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government or university research.  Since the early 1990's when these
restrictions on commercial use were gradually lifted, commercialization of the
Internet has taken place at a rapid pace.  Use of the Internet has grown rapidly
since its commercialization in the early 1990's.  According to the
CommerceNet/Nielsen Internet Demographics Survey, 17% (thirty seven million) of
total persons aged 16 and above in the U.S. and Canada have access to the
Internet, and 11% (twenty-four million) have accessed the Internet in the past
three months. Using a computer equipped with a modem or dedicated phone line, an
RMI subscriber can access the Internet's vast and expanding communications,
information, entertainment, and computer resources, including its emerging
applications, all for an affordable monthly charge.

                                 THE OFFERING

Securities Offered (1).......... 600,000 Units, each consisting of the two 
                                 shares of Common Stock and one Warrant. Each
                                 Warrant entitles the holder to purchase one
                                 share of Common Stock at a price of $3.00 per
                                 share.  (See "Description of Securities").

Capital Stock Outstanding (2)
     Before the Offering ....... 4,625,846 shares of Common Stock and 250,000 
                                 shares of Series A Preferred Stock 
     After the Offering ........ 5,825,846 shares of Common Stock and 250,000 
                                 shares of Series A Preferred Stock

Use of Proceeds................. To fund the Company's trade payables, accrued
                                 liabilities, sales & marketing expenses, 
                                 equipment purchases and to provide working 
                                 capital. (See "Use of Proceeds").

METHOD OF SUBSCRIPTION

An investment in Shares involves a high degree of risk and is suitable only for
persons of substantial financial means who can afford to lose their entire
investment and who have no need for liquidity in their investments.  
Accordingly, Units will be sold only to Accredited Investors (as that term is
defined pursuant to regulations promulgated under the Securities Act of 1933, as
amended) who purchase the Units without any view to distribution or resale.  See
"Terms of the Offering-Qualifications of Purchasers."  Each prospective investor
desiring to purchase Units must execute and deliver to the Company a 
Subscription Application together with payment in the amount of $4.00 per Unit
purchased.  This offering will be sold through July 31, 1997 and may be extended
for a period of 45 days by mutual agreement by the Company and
Neidiger/Tucker/Bruner, Inc.  The minimum purchase is 12,500 Units or $50,000,
subject to waiver by the Company in appropriate cases.

THE PLACEMENT AGENT


                                  Exhibit 10.11                       Page 3

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Neidiger/Tucker/Bruner, Inc., 1675 Larimer Street, Plaza Level 3, Denver,
Colorado 80202, will act as placement agent (the "Placement Agent") in
connection with the Offering. See "Terms of the Offering."

                                  RISK FACTORS

RISK FACTORS RELATED TO THE OFFERING

POSSIBLE VOLATILITY OF MARKET PRICES.  The Company's Common Stock is currently
traded on the NASDAQ SmallCap Market.  There can be no assurance that an active
trading market for the Common Stock will be sustained after this offering or
that the Common Stock will remain eligible to be included on NASDAQ following
completion of this offering.  Consequently, purchasers in this offering may be
exposed to a substantial risk of lack of liquidity in their investment even
after restrictions on transfer of Common Stock imposed under Rule144 lapse.  See
"Restrictions on Transfer of Units."

POSSIBLE VOLATILITY OF STOCK PRICES; PENNY STOCK RULES.  The over-the-counter
markets for securities such as the Company's Common Stock and Warrants,
historically have experienced extreme price and volume fluctuations during
certain periods.  These broad market fluctuations and other factors, such as new
product developments and trends in the Company's industry and the investment
markets generally, as well as economic conditions and quarterly variation in the
Company's results of operations, may adversely affect the market price of the
Company's Common Stock.  Although the Common Stock is currently trading on the
NASDAQ SmallCap Market, there can be no assurance that it will remain eligible
to be included on NASDAQ.  In the event that the Company's Common Stock is no
longer eligible for quotation on NASDAQ, the Common Stock could become subject
to rules adopted by the Securities and Exchange Commission ("SEC") regulating
broker-dealer practices in connection with transactions in "penny stocks."  If
the Company's Common Stock became subject to the penny stock rules, many brokers
may be unwilling to engage in transactions in the Company's securities

SHARES AVAILABLE FOR ISSUANCE.  The Company has 10,000,000 shares of Common
Stock and 1,000,000 shares of Preferred Stock authorized, of which 5,825,846
shares of Common Stock and 250,000 Shares of Preferred Stock will be outstanding
after the Offering.  Accordingly, there will be 4,174,154 shares (of which
2,990,300  have been reserved for issuance upon exercise of warrants and options
issued by the Company and upon conversion of the Series A Preferred Stock) of
Common Stock that may be issued in the future at the discretion of the Company's
Board of Directors.  There are currently 250,000 shares of Preferred Stock
outstanding.  Additional Preferred Stock may be issued by the Board of Directors
in its discretion without shareholder approval, with such designations,
preferences, dividend rates, conversion and other features as the Board of
Directors may determine.  The rights of the holders of Common Stock are subject
to and may be adversely affected by the terms of any additional classes of
Preferred Stock which the Company may issue in the future.  The Company has
issued 363,900 incentive options to employees.

NEW AND UNCERTAIN MARKET.  The market for Internet connectivity services and
related software products is in an early stage of growth.  Because this market
is relatively new and because current and future competitors are likely to
introduce competing Internet connectivity and on-line services and products, it
is difficult to predict the rate at which the market will grow or at which new
or increased competition will result in market saturation.  The novelty of the
market for Internet access services may also adversely affect the Company's
ability to retain new customers unfamiliar with the Internet who may be more
likely to discontinue the Company's services after an initial trial period.  If
demand for Internet services fails to grow, grows more 


                                  Exhibit 10.11                       Page 4

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slowly than anticipated, or becomes saturated with competitors, the Company's 
business, operating results and financial condition will be adversely affected.

STATE LAW LIMITATIONS ON DIRECTOR LIABILITY FOR MONETARY DAMAGES.  The Company's
Certificate of Incorporation substantially limits the liability of the Company's
Directors to its shareholders for breach of fiduciary or other duties to the
Company.  

DELAWARE ANTI-TAKEOVER PROVISIONS.  Delaware General Corporation Law provides
for substantial limitations on consummation of certain transactions by
interested shareholders for a period of three years after such shareholders
become shareholders, unless the Board of Directors approves the transaction, the
interested shareholder owns 85% of the issued and outstanding voting stock of
the corporation, or the transaction is approved by the Board of Directors and
affirmative vote of at least 66% of the outstanding voting stock of the
corporation not owned by the interested shareholder.  See "Description of
Capital Stock - Certain Anti-takeover Effects of Provisions of Delaware law."

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS.  This Memorandum  contains
certain forward-looking statements, within the meaning of Section 27A of the
Securities Act of 1933 (the "Act") and Section 21E of the Securities and
Exchange Act of 1934 (the "Exchange Act") and the Company intends that such
forward-looking statements be subject to the safe harbors for such statements
under such sections.  The Company's forward-looking statements include the plans
and objectives of management for future operations, including plans and
objectives relating to its Internet connection services and future economic
performance of the Company.  The forward-looking statements and associated risks
set forth in this Memorandum include or relate to:  (i) ability of the Company
to attract and retain qualified technical personnel relating to its Internet
connection services, (ii) ability of the Company to market its services at
competitive prices, (iii) development of brand-name recognition and loyalty for
the Company's services, (iv) development of an effective sales staff and sales
network of independent sales representatives, (v) market acceptance of the
Company's services, (vi) success of the Company's market initiatives, (vii)
expansion of sales in the industries to which the Company provides its Internet
connection services, (viii) success of the Company in forecasting demand for its
Internet connection services, (ix) success of the Company in diversifying the
Company's market to provide services to large and small businesses,
professionals and individuals (x) achievement of forecast profit margins
dependent upon price and efficient provision of services, (xi) availability of
suitable licenses or other intellectual property access and protection for the
Company's Internet connection services and (xii) success of the Company in
achieving increases in net sales to a)  reduce the cost of services sold and b)
decrease general, administrative and development costs as a percentage of net
sales.

     The forward-looking statements herein are based on current expectations
that involve a number of risks and uncertainties.  Such forward-looking
statements are based on assumptions that the Company will continue to design,
market and provide new services on a timely basis, that competitive conditions
in the Internet connection service market will not change adversely or
materially, that demand for the Company's Internet connection services will gain
strength, that the market will accept the Company's services, that the Company
will retain and add qualified sales, research and service  personnel and
consultants, that the Company's forecasts will accurately anticipate market
demand, and there will be no adverse material change in the Company's operations
or business.  The foregoing assumptions are 


                                  Exhibit 10.11                       Page 5

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based on judgments with respect to, among other things, future economic, 
competitive and market conditions, and future business decisions, all of 
which are difficult or impossible to predict accurately and many of which are 
beyond the Company's control.  Accordingly, although the Company believes 
that the assumptions underlying the forward-looking statements are reasonable,
any such assumption could prove to be inaccurate and therefore, there can be 
no assurance that the results contemplated in forward-looking statements will 
be realized.  In addition, as disclosed elsewhere in the "Risk Factors" 
section of this Memorandum, there are a number of other risks presented by 
the Company's business and operations which could cause the Company's net 
sales or net income, or growth in net sales or net income to vary markedly 
from prior results or the results contemplated by the forward-looking 
statements.  Management decisions, including budgeting, are subjective in 
many respects and periodic revisions must be made to reflect actual 
conditions and business developments, the impact of which may cause the 
Company to alter its marketing, capital investment and other expenditures, 
which may adversely affect the Company's results of operations. In light of 
significant uncertainties inherent in the forward-looking information 
included in this Memorandum, the inclusion of such information should not be 
regarded as a representation by the Company or any other person that the 
Company's objectives or plans will be achieved.

RISK FACTORS RELATED TO THE COMPANY

LIMITED HISTORY OF OPERATIONS; OPERATING DEFICIT; CONTINUING LOSSES.  The
Company's predecessor began offering its local electronic bulletin board
services in 1993.  Internet access services were first introduced by the Company
in late 1993.  Although the Company has experienced revenue growth on an annual
basis, it has incurred losses and experienced negative cash flow since the
Company began to offer its services.  As of March 31, 1997, the Company's
current liabilities exceeded its current assets and the Company has incurred a
loss for the quarter ended March 31, 1997 of $803,611.  The Company expects to
incur a loss for the year ending December 31, 1997.  The Company does not expect
its cash flow to improve unless it can generate additional sales.  There can be
no assurance that revenue growth will continue in the future or that the Company
will achieve profitability or positive cash flow from operations.  The Company
expects to focus in the near term on building and increasing its subscriber base
which will require it to increase its expenses for marketing, network
infrastructure, the development of management information systems and service
software.  As a result, the Company believes that it will incur losses in the
near term.  In addition, the Company may continue to experience fluctuations in
operating results in the future caused by various factors, some of which are
outside of the Company's control, including general economic conditions,
specific economic conditions in the Internet access industry, user demand for
the Internet, capital expenditures and other costs relating to the expansion of
operations, the timing of customer subscriptions, the introduction of new
services by the Company or its competitors, the mix of services sold, and the
mix of channels through which those services are sold.  The Company's working
capital deficit and accumulated deficit as of March 31, 1997 was $(803,611) and
$(3,418,316), respectively. 

EXPANSION; CAPITAL REQUIREMENTS.  The Company must continue to enhance and
expand its network in order to maintain its competitive position and to continue
to meet the increasing demands for service quality, availability and competitive
pricing.  The Company anticipates that the net proceeds of the private
placement, together with revenues, will sustain the Company's operations for at
least 6 months from the closing of the private placement.  As of March 31, 1997,
the Company's current liabilities exceeded its current assets and the Company
has incurred a loss for the year ended December 31, 1996 of $2,302,571 and the
three months ended March 31, 1997 of $889,637.  The Company does not expect its
cash flow to improve unless it can generate additional sales.  If sufficient
cash flow is not being generated when the Company has 


                                  Exhibit 10.11                       Page 6

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used the proceeds of the offering, the Company will be required to seek 
additional funds through equity or debt financing.  There can be no assurance 
that such capital will be available on terms favorable to the Company, or at 
all.  The failure to raise any required additional capital would have a 
material adverse effect on the Company's business, including a possible 
reduction or cessation of operations. If the Company is successful in raising 
the additional capital, the cost of the funds and the extent of attendant 
dilution to present shareholders and purchasers in this offering, will 
largely be determined by market conditions and the continued revenue growth 
of the Company.

     The Company's ability to continue operations beyond 6 months after the
closing of the offering depends upon its ability to generate positive net cash
flow from operations, which it has not done to date.

Competition.  The Internet access services business is highly competitive and
there are no substantial barriers to entry.  Currently, the Company competes
with a number of national Internet service providers such as NETCOM On-Line
Communication Services, Inc. ("NETCOM"), Performance Systems International, Inc.
("PSI"), Bolt Beranek & Newman Inc. ("BBN"), and UUNET Technologies Inc.
("UUNET"), as well as regional competitors such as Colorado Supernet, Inc. and
Internet Express, Inc.  In addition, a number of large organizations including
AT&T, MCI, Sprint, as well as the regional telephone companies, are offering or
have announced plans to offer Internet or on-line services.  The Company also
competes with smaller regional and local providers.

The Company also faces significant competition from the on-line services
industry.  Major on-line competitors include America On-line, Inc., Compuserve
Inc., Delphi Internet Services, Prodigy Services Company and Microsoft Corp.
("Microsoft").  The Company believes that all of the major on-line services
companies will eventually compete fully in the Internet access market.

In addition, the Company believes that new competitors, including large computer
hardware and software companies, media companies, cable television operators,
and telecommunications companies such as the regional telephone companies, will
enter the Internet connectivity market, resulting in even greater competition
than currently exists.  The ability of some of these competitors to bundle
Internet services with other services and products could place the Company at a
competitive disadvantage. In August 1995, Microsoft announced its plans to
create the Microsoft Network, an on-line service.  Recently, Microsoft has
introduced software called Microsoft Internet Explorer which  competes with
software designed to browse the Internet's World Wide Web offered by companies
such as Netscape Communications Corporation and NETCOM.  Microsoft has recently
entered into strategic relationships with America On-line, AT&T, and several
regional telephone companies.  Also in February 1996, AT&T announced its entry
into the Internet access business by offering customers 5 hours per month of
free service or unlimited service for $19.95 per month.

Most of these current and prospective competitors have substantially greater
market presence, engineering, marketing capabilities, financial, technological
and personnel resources greater than the Company's.  As a result, competitors
may be able to expand and develop their businesses more rapidly and adapt more
quickly to emerging technologies and changes in consumer demand.

As competition increases, price competition may intensify which could result in
downward pressure on the average selling price of the Company's services. 
Increased competition could also adversely affect the Company's ability to
attract new subscribers or to retain existing 


                                  Exhibit 10.11                       Page 7

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subscribers.  All of the foregoing could adversely affect the Company's 
financial condition and results of operations.  There can be no assurance 
that the Company will have the financial resources, technical abilities, or 
marketing ability to continue to compete successfully.   

PRICING PRESSURES.  The Company reduced the prices it charges its customers
during 1996 as a result of competitive pricing pressures in the market for
Internet services.  The Company expects that continued price pressures may cause
the Company to reduce prices further in order to remain competitive, and the
Company expects that such further price reductions would adversely effect the
Company's results of operations and its ability to attain profitability.  There
is no assurance that the Company can attain profitability while pricing its
services competitively.  The Company's cost structure may require higher prices
to achieve profitability than the cost structure of its competitors.

MANAGEMENT OF GROWTH.  The Company's rapid growth has placed, and in the future
may place, a significant strain on the Company's administrative, operational and
financial resources, and increased demands on its systems and controls.  The
Company has considered plans to expand its network to at least two additional
states over the next 24 months.  There can be no assurance that the Company will
be able to add service in new cities at the rate of or according to the schedule
presently planned by the Company.  The Company anticipates that its continued
growth will require it to recruit and hire a substantial number of new
managerial, technical, sales and marketing personnel.  The inability to continue
to upgrade the networking systems or the operating and financial control
systems, the inability to recruit and hire necessary personnel, or the emergence
of unexpected expansion difficulties could adversely affect the Company's
business, results of operations and financial condition.

SECURITY RISKS.  Despite the implementation of network security measures by the
Company, its infrastructure remains vulnerable to computer viruses, sabotage,
break-ins, and similar disruptive problems caused by its subscribers or other
Internet users.  Computer viruses, break-ins, or other problems caused by third
parties could lead to interruptions, delays, or a cessation in service to the
Company's subscribers.  Furthermore, inappropriate use of the Internet by third
parties could potentially jeopardize the security of confidential information
stored in the computer systems of the Company's customers, which may deter
potential subscribers and may inhibit the growth of the Internet service
industry in general.

DEPENDENCE ON TELECOMMUNICATIONS ACCESS.  The Company relies on other companies
to provide data communications capacity via leased telecommunications lines.  If
one or more of these companies is unable or unwilling to provide or expand its
current levels of service to the Company in the future, the Company's operations
could be materially and adversely affected.  Although leased telecommunications
lines are available from several alternative suppliers, including AT&T, MCI,
Sprint and WilTel, there can be no assurance that the Company could obtain
substitute services from other providers at reasonable or comparable prices or
in a timely fashion.  In addition, the Company is dependent on local telephone
companies to provide local dial-up and dedicated access lines for access to each
of the Company's POPs. The Company is presently dependent on a regional Bell
operating company, which is a competitor of the Company, to provide timely
installation of new circuits and to maintain existing circuits.  The Company has
experienced delays in the installation of circuits and inconsistencies in
maintenance service from this supplier, which have adversely affected the rate
of growth of the Company.  The Company does not foresee any significant near
term improvements in services provided by this regional Bell operating company. 
In addition, certain of the Company's telecommunications access providers either
now or in the future may compete with the Company.  See "Competition" and "Risk
Factors - Competition."


                                  Exhibit 10.11                       Page 8

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RISK OF SYSTEM FAILURE.  The success of the Company, among other things, is
dependent upon its ability to deliver uninterrupted access to the Internet.  Any
system failure that causes excessive interruptions in the Company's operations
could have a material adverse effect on the Company.  As the Company expands its
network and data traffic grows, there will be increased stress placed upon
network hardware and traffic management systems. Any of a number of potential
hardware failures as well as failure caused by fire, floods or other natural
causes, could result in significant interruptions of the Company's services.

DEPENDENCE ON SINGLE SOURCE SUPPLIERS.  The Company is dependent upon U S West,
a regional Bell operating company and a competitor of the Company, to provide
local dial-up and dedicated access lines for access to each of the Company's
POPs.  The Company does not have a long-term contract with this supplier, and if
the supplier were to change its pricing structures, the Company could be
adversely affected.  Moreover, were the Company to experience difficulty in
maintaining this source of supply, there can be no assurance that an alternative
source of supply would be available or, if available, that such alternative
supply would be at prices that would permit the Company to profitability market
its` services.

DEPENDENCE ON KEY PERSONNEL.  The Company's success depends to a significant
degree upon the continued contributions of its senior operating management,
particularly Roy J. Dimoff, its President & CEO.  The loss of Mr. Dimoff's
services could have a detrimental effect on the Company.   Key employees'
employment agreements do not significantly limit their ability to compete with
the Company following  termination.  ("See Management").  The Company has
obtained a $1,000,000 key-man life insurance policy on Mr. Dimoff.  The
Company's success will also depend on its ability to attract and retain other
qualified management, marketing, technical and sales executives and personnel.

POTENTIAL FLUCTUATIONS IN OPERATING RESULTS.  The Company's operating results
have varied in the past and may in the future vary significantly, depending upon
factors such as the timing and installation of significant orders, which in the
past have been, and will in the future be, delayed from time to time by delays
in the installation of lines and equipment by the Company's telecommunications
subcontractors.  Additional factors contributing to variability of operating
results include the pricing and mix of services and products sold by the
Company, terminations of service, new product introductions by the Company and
its competitors, market acceptance of new and enhanced versions of the Company's
products and services, changes in pricing policies by its competitors, the
Company's ability to obtain sufficient supplies of sole or limited source
components, and the timing of the expansion of the Company's network
infrastructure.  In response to competitive pressures, the Company may take
certain pricing or marketing actions that could have a material adverse effect
on the Company's business, financial condition and results of operations.  The
Company's network related expense levels are relatively fixed in the short term.
As a result, variations in the timing and amounts of revenues could have a
material adverse effect on the Company's operating results. 

MANAGEMENT DISCRETION IN USE OF PROCEEDS.  Management will have substantial
discretion on the use of proceeds of this offering and investors in the Shares
will have no opportunity to be informed about or vote upon management
determinations relating to use of proceeds.  See "Use of Proceeds."


INDUSTRY RISK FACTORS

PRODUCT DEVELOPMENT; TECHNOLOGY CHANGE.  The Company's success depends upon its
ability to develop new services that meet changing customer requirements.  The
market for the Company's 


                                  Exhibit 10.11                       Page 9

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services is characterized by rapidly changing technology, evolving industry 
standards, emerging competition, and frequent new service introductions.  
There can be no assurance that the Company can successfully identify new 
opportunities and develop and bring new services to market in a timely 
manner, or that services or technologies developed by others will not render 
the Company's services noncompetitive or obsolete.  The Company also faces 
the risk that fundamental changes may occur in the delivery of Internet 
access services.  Currently, Internet services are accessed primarily by 
computers and are delivered by telephone lines.  If the Internet becomes 
accessible by screen-based telephones, television, or other consumer 
electronic devices, or becomes deliverable through other means such as 
coaxial cable or wireless transmission, the Company will have to develop new 
technology or modify its existing technology to accommodate these 
developments.  Required technological advances by the Company as the industry 
evolves could include compression, full-motion video, and integration of 
video, voice, data and graphics.  The Company's pursuit of these technological
advances, whether directly through internal development or by third party 
license, may require substantial time and expense, and there can be no 
assurance that the Company will succeed in adapting its Internet service 
business to alternate access devices and conduits.

GOVERNMENT REGULATION; LIABILITY FOR CONTENT.  The Company is not currently
subject to direct regulation by the Federal Communications Commission or any
other agency, other than regulations applicable to businesses generally. 
Changes in the regulatory environment relating to the Internet connectivity
industry, including regulatory changes directly or indirectly, affect
telecommunication costs or increase the likelihood or scope of competition from
regional telephone companies or others, could have an adverse effect on the
Company's business.  The Company cannot predict the impact, if any, that future
regulation or regulatory changes may have on its business. Recent legislation
prohibiting the publication on the Internet of certain content and materials
could result in significant potential liability to Internet access providers
including the Company. The Company is aware of at least one civil suit brought
against a provider of Internet services which includes claims based upon
distribution by the service provider of content that did not originate with the
provider.  There is currently no practical means for providers of Internet
services, including the Company, to monitor content on the Internet even though
access providers such as the Company may be held liable for content distributed
through access provided by it.  The Company does not have insurance which would
cover any such claims and does not anticipate such insurance will be available
and affordable to the Company in the future.


                                  Exhibit 10.11                       Page 10

<PAGE>

                                 THE COMPANY

The Company is a Delaware corporation with its chief executive office located in
Denver, Colorado, and an operating facility located in Colorado Springs,
Colorado. The Company employs approximately 78 persons.  The Company was
incorporated in October 1995, and is the successor to Rocky Mountain Internet, a
Colorado corporation ("RMIC") which was incorporated in 1993.  In connection
with the Company's formation, all the assets and liabilities of RMIC were
transferred to the Company (the "Reincorporation Transaction") in November 1995.
The Company had no operations prior to the consummation of the Reincorporation
Transaction, which was effected to obtain the benefits of certain aspects of
Delaware corporate law (see "Description of Capital Stock") and to cure certain
ambiguities in RMIC's constituent documents.  RMIC currently has no assets and
no operations.  The Company has one wholly owned subsidiary, Rocky Mountain
Internet Subsidiary (Colorado), Inc., which holds certain tangible equipment
used by the Company in its operations.


                               USE OF PROCEEDS

The net proceeds to the Company from the sale of the offered Units at a price of
$4.00 per Unit are estimated to be $2,160,000, assuming that the total 600,000
Units are sold,  net of underwriting discounts and commissions and estimated
offering expenses.  The Company currently intends to use the net proceeds of the
offering approximately as follows:

<TABLE>
     <S>                                                         <C>          <C>
     Trade Payables and Accrued Liabilities                      $1,300,000   60.19%
        Payment of accounts payable owed to various 
        suppliers of the Company.

     Sales and Marketing                                         $160,000     07.41%
        Continuation of present sales and marketing 
        programs including present and new marketing programs

     Equipment Purchases                                         $150,000     06.94%
        Office and network equipment purchases including 
        personal computers, office equipment and network 
        servers and various network equipment

     Working Capital                                             $550,000     25.46%
        May be used to fund operating expenses that are 
        expected to exceed cash provided from operations until
        the Company reaches positive cash flow from operations
</TABLE>

The Company has not determined the exact amounts it plans to allocate to each of
the foregoing uses or the timing of such uses.  Management believes that the
proceeds of the offering will enhance the Company's competitiveness through
increased financial strength and the ability to grow its business, both as
enumerated above and in respect of increased ability to take advantage of future
opportunities as they arise, including strategic alliances or the acquisition of
additional businesses or services on a favorable basis.  Although the Company is
not currently a party to any agreement regarding any strategic relationship, it
intends to be receptive to opportunities to achieve growth and competitive
advantage as they may arise.

If the Company does not sell the full 600,000 Units, net proceeds of the
offering will be applied first to accounts payable, accrued liabilities and
working capital.  If the proceeds of this offering 


                                  Exhibit 10.11                       Page 11

<PAGE>

are not sufficient to discharge its accounts payable and accrued liabilities, 
or the Company does not achieve its expected growth in revenue over the next 
several months, it will have to reduce operating expenses, which could have a 
material adverse effect on the financial condition, results of operations and 
business prospects of the Company.  

Management of the Company will have substantial discretion in the use of the
offering proceeds, and shareholders generally will have no opportunity to vote
upon management decisions regarding use of proceeds prior to their utilization.
See "Risk Factors."  The Company anticipates that the net proceeds of the
offering, together with revenues from operating activities, will sustain the
Company's operations for at least 6 months from the closing of the offering. 
Pending application of the net proceeds as described above, the Company intends
to invest the proceeds of the offering in short-term investment grade
obligations or short-term insured certificates of deposit.

Management of the Company will have substantial discretion in the use of the
offering proceeds, and shareholder general will have no opportunity to vote upon
management decisions regarding proceeds of the offering, together with revenues
from operating activities, will sustain the Company's operations for at least 6
months from the closing of the offering.  Pending application of the net
proceeds as described above, the Company intends to invest the proceeds of the
offering in short-term investment grade obligations or short-term insured
certificates of deposit.

If management determines that the use of proceeds of this offering described
above is impractical or inadvisable, the Company may apply the offering proceeds
in such a manner as management deems appropriate under then existing
circumstances, which may vary significantly based on a number of factors, the
effect of which is difficult to predict.  Such factors include, but are not
limited to, future revenues and the amount of cash generated by the Company's
operations, changes in the competitive environment, and unanticipated
opportunities to pursue business opportunities or to enter into strategic
relationships with third parties.


                                DIVIDEND POLICY

The Company has not declared dividends on the Common Stock in the past and none
are expected to be declared in the foreseeable future.  Dividends are expected
to be paid on the Series A Preferred Stock to the extent that the Company is not
prohibited to do so.  Dividends accrue on the Series A Preferred Stock at the
rate of 10% per annum, payable quarterly ($12,500 per calendar quarter), and are
added to the liquidation value thereof if not paid.  Except as described above,
the Company intends to retain any earnings for use in the Company's business and
therefore does not intend to declare dividends on any of its capital stock
except the Series A Preferred Stock.  See "Description of Securities."  





                                  Exhibit 10.11                       Page 12

<PAGE>

                              CAPITALIZATION

The following table sets forth the capitalization of the Company as of March 31,
1997 and as adjusted to reflect the receipt of the net proceeds from the sale of
600,000 Units at the Offering price of $4.00 per Unit:

                                                     ---------------------------
                                                                    Pro Forma
                                                         3/31/97  As Adjusted(1)
--------------------------------------------------------------------------------
  Long-term Debt:
--------------------------------------------------------------------------------
     Capital lease obligations and other                1,077,329   1,077,329
--------------------------------------------------------------------------------
     Total long-term debt                               1,077,329   1,077,329
--------------------------------------------------------------------------------
  Stockholders' (deficit) equity: (2)
--------------------------------------------------------------------------------
     Preferred Stock, $.001 par value; 1,000,000 
     shares authorized; no shares issued and 
     outstanding; 250,000 as adjusted                         250         250
--------------------------------------------------------------------------------
     Common Stock; $.001 par value; 10,000,000 shares
     authorized; 4,648,565 shares issued and 
     outstanding; 5,858,000 as adjusted for Pro Forma       4,658       5,858
--------------------------------------------------------------------------------
     Additional paid in capital                         5,121,990   7,280,790
--------------------------------------------------------------------------------
     Retained earnings (Accumulated Deficit)          (3,418,316)  (3,418,316)
--------------------------------------------------------------------------------
          Total stockholder's (deficit) equity         1,708,582    3,868,582
--------------------------------------------------------------------------------

(1)  Pro forma figures are adjusted to give effect to the issuance of the Units
     and the application of the proceeds of this offering, assuming that all
     units hereby offered are purchased.
(2)  Stockholders' equity in this chart gives no effect to any conversion of the
     Preferred Stock or any exercise of outstanding options.
(3)  There are 1,365,000 warrants for the purchase of one common share per
     warrant outstanding at an exercise price of $4.375 per share.  If  this 
     Private Placement is totally sold, then the warrant exercise price will be
     reduced to $3.908 per share and the total number of shares will be 
     increased to 1,528,233.




                                  Exhibit 10.11                       Page 13

<PAGE>

EMPLOYEES

As of May 31, 1997, RMI employed 78 persons, including 18 in sales and
marketing, 9 in RMI Web services, 28 in technical operations, and 23 in general
and administrative functions.  None of RMI's employees is represented by a labor
union and RMI considers its employee relations to be good.

                                MANAGEMENT

OFFICERS AND DIRECTORS

The officers, directors and senior management of the Company, and their ages as
of March 31, 1997 are as follows:

          NAME           AGE                 POSITION
          ----           ---                 --------
Roy J. Dimoff             38   President, Chief Executive Officer, Director
David Evans               55   Executive Vice President, Chief Financial
                               Officer
Nancy P. Phillips         37   Senior Vice President - Operations
Kevin Loud                44   Vice President - Business Development,
                               Secretary
Brian Dimoff              39   Vice President - Customer Support Operations
Kirk Roberts              45   Vice President - Finance and MIS
Richard Dingess           45   Vice President - Network Operations
Mike Mara                 36   Vice President - Commercial Sales
Gerald Van Eeckhout       56   Chairman of the Board
Chris Phillips            31   Director

The management of the Company serve at the discretion of the Board of Directors.
The current authorized number of directors of the Company is three.  Each
director serves for a term of one year and is elected at the annual meeting of
stockholders held each year on a date determined by the Board of Directors.  A
date for the annual meeting for the year ended December 31, 1996 has yet to be
determined.

Mr. Dimoff has served as President and Chief Executive Officer since July 1995
and a Director of the Company.  Prior to joining Rocky Mountain Internet, Inc.,
Mr. Dimoff was a Partner and Founder of RJ Alexander & Associates, a management
consulting firm from 1994 to 1995.  From 1993 to 1994, Mr. Dimoff was Executive
Vice President of ITC Worldwide Telecommunications Company, LP, a provider of
broadcast fax, fax on demand, audio conferencing and multi-point video services.
From 1988 to 1993, Mr. Dimoff was Vice President and General Manager of the
Services Division of ConferTech International, Inc., and President of the
Canadian subsidiary.  ConferTech is a leading provider of digital audio and
video conference bridging equipment and services.  Mr. Dimoff was President and
Founder of Teleconferencing Systems Canada, Inc. from 1985 to 1988, which he
later sold to ConferTech International, Inc.  He has an Honors Bachelor of
Business Administration degree from Wilfrid Laurier University, Waterloo,
Ontario, Canada.

Mr. Evans joined the Company on June 1, 1997 as Executive Vice President and
Chief Financial Officer.  Prior to RMI, he served as President of Evanwood
Corporation, a corporate financial consulting firm with both domestic and
international clients.  Prior to Evanwood Corporation,

                                 Exhibit 10.11                          Page 14
<PAGE>

Mr. Evans spent 26 years at Deere and Company where he last served as Director
of Finance and was reponsible for funding John Deere's operations worldwide.
Mr. Evans served on the Board of Directors of Data Transmission Network
Corporation from 1986 to 1995.  He currently serves on the Board of Mutual
Selection Fund, Inc. and John Deere Receivables, Inc.  Mr. Evans has a
Bachelors of Arts degree in Economics from Iowa State University and an MBA
degree from the Wharton Graduate Division of the University of Pennsylvania.

Ms. Phillips is currently Senior Vice President - Operations and was Vice
President - Operations since May, 1996.  Prior to joining Rocky Mountain
Internet, Inc., Ms. Phillips as the founder and owner of Phillips Taylor
Enterprises, L.L.C., a management consulting firm.  From 1993 to 1994, Ms.
Phillips was Senior Vice President of ITC Worldwide Telecommunications Company,
LP, a provider of broadcast fax, fax on demand, audio conferencing and multi-
point video services.  From 1988 to 1993, Ms. Phillips held positions as
Director of Corporate Marketing and Vice President Operations of ConferTech
International, Inc.  ConferTech is a provider of digital audio and video
conference bridging equipment and services.  From 1986 to 1988, Ms. Phillips as
Director of Marketing and Sales for Teleconferencing Systems Canada, Inc.  Ms.
Phillips has an Honors Bachelor of Economics degree from Queens University,
Kingston, Ontario, Canada.  Ms. Phillips is not related to Christopher K.
Phillips.

Mr. Loud joined the Company in July, 1995 and currently serves as Vice President
of Business Development and Corporate Secretary.  Before that, he served as Vice
President of Marketing for SP Telecom, a national long distance company from
1994 to 1995.  In 1992 he formed Loud and Associates.  Here, he consulted with
regional and national communication organizations on market development and
operation efficiencies until 1994.  While operating Loud & Associates, Mr. Loud
undertook a year-long project for ACI, during which he was treated as a
statutory employee.  In 1984, he helped form a long distance company, Houston
Network, Inc., and remained with it through acquisition by Wiltel, Inc. in 1989
and held positions ranging from Director of Finance, Vice President of
Operations and Carrier Sales, Vice President Sales, and President.  The primary
business of the organization throughout this time was switched long distance
communication services.  Mr. Loud left the organization in 1992 to form Loud and
Associates.  He holds a Masters of Business Administration from William and
Mary, and a Bachelors of Arts in Economics from UCLA.

Mr. Brian Dimoff is Vice President - Customer Support Operations and joined the
Company in December, 1996.  Before joining RMI, Mr. Dimoff had formed Inventory
Accuracy Solutions, Inc. (IAS) in January, 1995 as a management consulting firm
and completed contracts with MFP Technology Services Inc. and Digital Equipment
Corporation until November, 1996.  From 1990 to 1995, Mr. Dimoff was the
Customer Satisfaction Manager for Digital Equipment of Canada, where he was
responsible for customer relations and in process quality for plant production
of personal computers and VAX technology systems.  From 1976 to 1990, he held
various staff level positions for Digital Equipment of Canada in the areas of
Inventory Management and Distribution.  Mr. Dimoff has a Professional Manager
designation from the Canadian Institute of Management.  Mr. Dimoff is the
brother of Roy J. Dimoff.

Mr. Roberts served as Chief Financial Officer and Controller of the Company from
January, 1995 until June 1, 1997, where he became Vice President of Finance and
MIS.  He was an accountant employed by Potter, Littlewood, & Petty, PC , an
accounting firm in Houston, Texas from 1991 to 1994. From 1989 to 1990, he
worked for a national computer retailer as National Product Manager - Accounting
Solutions.  He has a Bachelor of Business Administration degree from the
University of Houston and is a certified public accountant.

                                 Exhibit 10.11                          Page 15
<PAGE>

Mr. Dingess has served as Vice President of Network Operations since April,
1997.  From 1995 to 1997, he served as the Company's Director of Network
Operations.  From 1994 to 1995, he was Director of Technical Services for
Trident Computer Services, a regional network consulting company.  From 1989 to
1994 he worked as a network manager at Fort Carson, Colorado.  From 1985 to
1989, he was team leader for software development for NATO's southern region.
Mr. Dingess attended Ohio State University and the University of La Verne.

Mr. Mara has served as Vice President of Commercial Sales since April, 1997.
From 1995 to 1997, Mr. Mara served as the Company's Director of Sales.  From
1992 to 1995, he was Regional Vice President of Sales for ITC, A Worldwide
Telecommunications Company, Inc., a provider of audio and video teleconferencing
and fax services.  From 1984 to 1992, Mr. Mara was employed in the retail stock
brokerage industry by RAF Financial Corporation, Cohig and Associates and
Merrill Lynch.  Mr. Mara attended the University of San Diego and the University
of Nebraska.

Mr. Van Eeckhout is the current Chairman of the Board of the Company.  He is
also Chairman of the Board and Chief Executive Officer of ACT Teleconferencing
since its formation in 1989.  From 1982 to 1989, Mr. Van Eeckhout was President,
Chief Executive Officer, and a director of ConferTech International, Inc., a
teleconferencing services and manufacturing company.  He received a B.S. degree
from the University of North Dakota in 1962, and completed the Stanford
Executive Program in 1976.  He has also been a national director of the American
Electronic Association and president of the University of North Dakota
Foundation.

Mr. Phillips is a Director of the Company and was Chief Technical Officer of the
Company through May, 1997.  From 1993 to 1995 he was the Company's Network
Operations Manager.  From 1991 to 1993, Mr. Phillips was a Terminal Area
Security Officer in the United States Army.  He secured computer terminals
linked to classified data and performed technical installation duties.  From
1990 to 1991, Mr. Phillips worked as an Advanced Consumer Electronics Consultant
for Circuit City.  Prior to 1990, Mr. Phillips was a Faculty Computing Project
Programmer for Brigham Young University.  He has a Bachelor of Arts degree from
Brigham Young University.

EMPLOYMENT AGREEMENTS

The Company currently has employment agreements with, Messrs. Dimoff, Loud and
Roberts.  The employment agreements terminate in December, 1999.  Employment
agreements are terminable with cause.  The Company may also terminate the
agreements without cause subject to the obligation to pay the terminated
employee a severance payment equal to from five to eight months salary based on
length of service with key employees do not significantly restrict such
employees' ability to compete with the Company following any termination.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's Certificate of Incorporation and Bylaws provide that the Company
shall indemnify all directors and officers of the Company to the fullest extent
now or hereafter permitted by the Delaware General Corporation Law.  Under such
provisions any director or officer, who in his capacity as such, is made or
threatened to be made, a party an any suit or proceeding, shall be indemnified
if such director or officer acted in good faith an in a manner he reasonable e
believed to be in or not opposed to the best interest of the Company and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.

                                 Exhibit 10.11                          Page 16
<PAGE>

In addition, the Company's Certificate of Incorporation provides that to the
fullest extent now or hereafter permitted by Delaware law, the Company's
directors will not be liable for monetary damages for breach of the director's
fiduciary duty of care to the Company and its stockholders.  This provision in
the Certificate of Incorporation does no eliminate the directors' fiduciary duty
of care, and in appropriate circumstances equitable remedies such as an
injunction or other forms of non-monetary relief for breach of the director's
duty of loyalty to the Company and its stockholders, for acts or omissions under
Section 174 of the Delaware General Corporation Law (relating to the unlawful
payment of dividends and purchase or redemption of the Company's stock), or for
any transaction from which the director derived an improper personal benefit.
This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.

There is no pending litigation or proceeding involving a director, officer,
employee or other agent of the Company as to which indemnification is being
sought.  Except for the matter described under "litigation,"  the Company is not
aware of any other threatened litigation that may result in claims for
indemnification by any director, officer, employee or other agent.  Insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers or persons controlling the Company pursuant to such
indemnification provisions, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

LITIGATION

On September 6, 1996, Robert Lewis and Storefronts in Cyberspace, L.L.C. filed a
complaint in Denver District Court naming the Company and the Colorado Rockies
Baseball Club as defendants.  Claims against the Company consist of a breach of
contract claim in which the amount sought by the plaintiff is $25,000, and a
third party claim in respect of unspecified damages for trademark infringement
alleged by the Colorado Rockies Baseball Club against Mr. Lewis.  In June, 1997,
a former employee threatened to commence litigation based on claims of
retaliation and sexual harassment.  Management believes the foregoing actions
are without merit and intends to vigorously defend them.

                                 Exhibit 10.11                          Page 17
<PAGE>

                           DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 10,000,000 shares of
Common Stock, $.001 par value, and 1,000,000 shares of Preferred Stock, $.001
par value.

The following summary of certain provisions of the Common Stock and Warrants
included in the Units Preferred Stock does not purport to be complete and is
subject to, and qualified in its entirety by, the provisions of the Company's
Certificate of Incorporation, the Warrant Agreement and the Registration Rights
Agreement..  Investors should also review the description of the Company's
outstanding securities in its Prospectus dated September 5, 1996.

PREFERRED STOCK

The following is a summary of the rights and preferences of the Series A
Preferred Stock.

CONVERSION RIGHTS. Shares of Series A Preferred Stock may be converted into
shares of Common Stock at the option of the holder at any time after May 15,
1997.  The rate of conversion is equal to the quotient of the then current
liquidation value and the then current conversion price, which is currently
$2.00 per share, subject to certain antidilution adjustments in respect of stock
dividends, stock splits, sales of Common Stock at prices below the conversion
price of the Series A Preferred Stock, and other corporate events such as
mergers and assets sales.  The issuance of the Units will result in an
antidilution adjustment to the conversion rate of the Series A Preferred Stock.

LIQUIDATION PREFERENCE. Shares of Series A Preferred Stock have a liquidation
preference equal to $2.00 per share, plus any accrued and unpaid dividends.  In
the event of any liquidation, dissolution, or winding up of the Company, the
Shares of Series A Convertible Preferred Stock will have first preference over
the Company's Common Stock in with respect to distributions to shareholders in
the Company in an amount equal to the aggregate liquidation value of the Series
A Preferred Stock.

DIVIDENDS.  Shares of Series A Preferred Stock accrue dividends at the rate of
10% of the liquidation value per annum, payable quarterly to the extent not
prohibited by applicable law or the terms of any debt instrument by which the
Company may be bound.  If the Company is unable to pay dividends as they accrue,
such dividends will be added to the liquidation value of the Series A Preferred
Stock and will increase the number of shares of Common Stock into which the
Series A Preferred Stock is convertible.

VOTING RIGHTS. The shares of Series A Preferred Stock do not have voting rights
except for certain rights required by law.  As a class, the holders of the
Shares will have the right to vote with respect to any increase or decrease in
the number of shares of the class, any increase or decrease in the par value of
the Shares , or any proposed alteration or change on the powers, preferences, or
special rights of the class if such would affect the class adversely.

Pursuant to the Company's Amended and Restated Certificate of Incorporation, the
Board of Directors has the authority, without further action by the
stockholders, to issue up to 750,000 additional shares of preferred stock in one
or more series and to fix the designations, powers, preferences, privileges, and
relative participating, option or special rights and the qualifications,
limitations or restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption and liquidation preferences, any or
all of which may be greater than the

                                 Exhibit 10.11                          Page 18
<PAGE>

rights of the Series A Preferred Stock and the Common Stock.  The Board of
Directors, without stockholder approval, can issue preferred stock with
voting, conversion or other rights that could adversely affect the voting
power and other rights of the holders of the Shares and the Common Stock.
Preferred Stock could thus be issued quickly with terms calculated to delay or
prevent a change in control of the Company or make removal of management more
difficult. At present, the Company has no plans to issue any of the Preferred
Stock other than the Series A Preferred Stock.

COMMON STOCK

As of March 31,1997, there were 4,648,565 shares of Common Stock outstanding.
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders.  Holders of Common
Stock may not cumulate votes in elections of Directors.  Subject to preferences
that may be applicable to the Series A Preferred Stock, and to any other
outstanding shares of preferred stock, the holders of Common Stock are entitled
to receive ratably such dividends, if any, as may be declared by the Board of
Directors out of funds legally available for the payment of dividends.  See
"Dividend Policy."  In the event of a liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities and liquidation preferences of any
outstanding shares of Preferred Stock into any other securities.  There are no
redemption or sinking fund provisions applicable to the Common Stock.  All
outstanding shares of Common Stock are fully paid and non-assessable.  There are
no preemptive, subscription, conversion or redemption right applicable to the
Common Stock.

CERTAIN ANTI-TAKEOVER EFFECTS OF PROVISIONS OF DELAWARE LAW

The Company is subject to Section 203 of the Delaware General Corporation Law
("Section 203") which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years following the date that such stockholder
became an interested stockholder, unless: (i) prior to such date, the Board of
Directors of the corporation approved either the business combination or the
transaction which resulted in the stockholder corporation becoming an interested
stockholder; (ii) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (x) by persons who are directors and also
officers and (y) by employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer; or (iii) on or subsequent
to such date, the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder.

Section 203 defines business combination to include: (i) any merger or
consolidation involving the corporation and the interested stockholder; (ii) any
sale, transfer, pledge or other disposition involving the interested stockholder
of 10% or more of the assets of the corporation; (iii) subject to certain
exceptions, any transaction which results in the issuance or transfer by the
corporation of any stock of the corporation to the interested stockholder; (iv)
any transaction involving the corporation which has the effect of increasing the
proportionate share of the stock of any class or series of the corporation
beneficially owned by the interested stockholder; or (v) the receipt by the
interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation.  In
general, section 203 defines an

                                 Exhibit 10.11                          Page 19
<PAGE>

interested stockholder as any entity or person beneficially owing 15% or more
of the outstanding voting stock of the corporation and any entity or person
affiliated with or controlling or controlled by such entity or person.

WARRANTS

Each Warrant represents the right of the registered holder to purchase one share
of Common Stock at an exercise price of $3.00 per share subject to adjustment
(the "Purchase Price"), beginning at the close of this offering ending three
years from the date of closing, (the "Expiration Date").  The Warrant will be
entitled to the benefit of adjustments in the Purchase Price and in the number
of shares of Common Stock or other securities deliverable upon exercise thereof
in the event of a stock dividend, stock split, reclassification, reorganization,
consolidation or merger.  In addition the Company has the right to reduce the
Purchase Price for a period of not less than 30 days upon not less than 30 days'
prior written notice to holders of the Warrants.

Each Warrant expires on the Expiration Date if not previously exercised.  The
Company may at any time extend the Expiration Date of all then outstanding
Warrants for such increased period of time as it may determine.

The Warrants may be exercised upon surrender of the Warrant certificate on or
prior to the Expiration Date at the offices of the Company, with the form of
"Election to Purchase" on the reverse of the Warrant certificate completed and
executed as indicated, accompanied by payment of the full exercise price (by
certified check payable to the order of the Company) for the number of Warrants
being exercised.

No holder, as such, of any Warrant shall be entitled to vote or receive
dividends or be deemed the holder of Common Stock for any purpose whatsoever
until such Warrant has been duly exercised and the Purchase Price has been paid.

Exercise of the Warrants may only be effected pursuant to an applicable
exception from the registered requirements of the Securities Act of 1933, as
amended, and applicable state law, and Warrant holders who wish to exercise will
therefore be required to re-affirm warranties made by them in connection with
subscribing for the Units..

ANTIDILUTION ADJUSTMENT TO EXISTING WARRANTS

Issuance of the Units will result in an antidilution adjustment to the 1,365,000
Warrants issued in the Company's initial public offering in September, 1996.
Such adjustments will decrease the $4.375 exercise price of such warrants and
increase the number of shares of Common Stock issuable on exercise of such
Warrants.

REGISTRATION RIGHTS

The Company has agreed with the Placement Agent that it will, on or before
December 31, 1997within 180 days after completion of the offering, use
commercially reasonable efforts to file a registration statement with the
Securities and Exchange Commission registering resales of the Common Stock
included in the Units and the Common Stock issuable upon exercise of the
Warrants.  The Company's obligation to effect such registration is subject to
certain limitations set forth in the Registration Rights Agreement., subject to
certain limitations and exceptions

                                 Exhibit 10.11                          Page 20
<PAGE>

specified in the Registration Rights Agreement.  Perspective investors should
review the Registration Rights Agreement prior to making an investment.

TRANSFER AND WARRANT AGENT

The transfer agent and registrar for the Units and the Common Stock and Warrant
Agent for the Warrants is American Securities Transfer, Inc., 1825 Lawrence
Street, Suite 444, Denver, Colorado 80202-1817.




                                 Exhibit 10.11                          Page 21

<PAGE>
                                       
                           TERMS OF THE OFFERING

GENERAL

Subject to the terms and conditions set forth in this Private Offering 
Memorandum, there are being offered a maximum of 600,000 Units consisting of 
two shares of Common Stock, $.001 par value per share, and one redeemable 
Warrant. Each Warrant entitles the registered holder thereof to purchase one 
share of Common Stock at an exercise price of $3.00 per share.  The Units are 
being offered at a price of $4.00 per Unit of which a $1.90 has been 
allocated to each Common Share and $.20 has been allocated to the Warrant.  
The minimum investment is 12,500 Units or $50,000, subject to waiver by the 
Company in appropriate cases.

The Units are being offered on an agency and "best efforts" basis through 
Neidiger/Tucker/Bruner, Inc. (the "Placement Agent").  As compensation for 
the Placement Agent's services, the Company will pay sales commissions to the 
Placement Agent equal to 10% of the sales price of the Units sold.  The 
Placement Agent will have the right to pay or cause to be paid any portion of 
the sales commissions to registered broker-dealers that are members of the 
National Association of Securities Dealers, Inc. ("NASD") that the Placement 
Agent selects to participate in this Offering.

Subject to certain conditions, the Company will indemnify the Placement Agent 
and any other participating broker-dealers against certain civil liabilities, 
including liabilities under the Securities Act of 1933, as amended (the "1933 
Act").  The SEC believes indemnification for liabilities arising under the 
1933 Act is contrary to public policy and therefore unenforceable.

METHOD OF SUBSCRIPTION

Each person desiring to purchase Units must execute a Subscription Agreement 
in the form provided. The Subscription Agreement must be submitted together 
with a check payable to Rocky Mountain Internet, Inc. 1099 18th Street, 30th 
Floor, Denver, CO 80202, in the amount of $4.00 per Unit to which the 
subscription relates, with a minimum of 12,500 Units or $50,000.

QUALIFICATIONS OF PURCHASERS

An investment in Units involves a high degree of risk and is suitable only 
for persons of substantial financial means that have no need for liquidity in 
their investments.  Accordingly, this offering is being made only to a 
limited number of Accredited Investors (as that term is defined in Rule 501 
of Regulation D promulgated under the 1933 Act) that purchase Units without a 
view to public distribution or resale. Rule 501 defines Accredited Investors 
to include certain types of institutions and individuals with a net worth in 
excess of $1,000,000 or expected income for the current year, plus actual 
income for the two prior years, of $200,000 (or $300,000 together with 
spouse). In order to assure the Placement Agent and the Company of a 
prospective purchaser's suitability to purchase Shares, each prospective 
purchaser will be required to make certain representations by executing and 
delivering the form of Subscription Agreement provided with this Offering 
Memorandum.

Each person desiring to purchase Units also will be required, among other 
things, pursuant to the terms of the Subscription Agreement, to (i) agree not 
to sell or transfer any Unit or components thereof at any time or to any 
person if such sale or transfer would violate applicable federal or state 
securities laws; (ii) represent that such person is an Accredited Investor; 
(iii) represent that (a) such person can bear the economic risk of the 
purchase of Units including the total loss of 

                                 Exhibit 10.11                         Page 22
<PAGE>

such person's investment; and (b) such person has sufficient knowledge and 
experience in business and financial matters as to be capable of evaluating 
the merits and risks of an investment in Units; (c) represent that such 
person is purchasing Units for such person's own account without a view to 
public distribution or resale; and (d) such person understands that such 
Units may not be sold or transferred without registration under the Act and 
therefore may need to be held indefinitely. Each subscriber also may be 
required to provide current financial and other information to the Placement 
Agent and the Company to enable them to determine whether such subscriber is 
qualified to purchase Units.

In addition, subscribers will be required to represent that they are not 
affiliated  or associated with an NASD member broker dealer.

RESTRICTIONS ON TRANSFER OF UNITS

The Units will not be registered under the 1933 Act or the securities laws of 
any state and are being offered and sold in reliance on exemptions from the 
registration requirements of such laws.  There will be restrictions imposed 
by the applicable federal and state securities laws upon the resale or 
transfer of the Shares except by gift, bequest or operation of law.  The 
Units will be "restricted securities," as defined in Rule 144 promulgated by 
the Securities and Exchange Commission, and must be held indefinitely unless 
they are subsequently registered by the Company under the 1933 Act and any 
applicable state securities laws or unless, in the opinion of counsel 
satisfactory in form and substance to the Company, they may be sold in a 
transaction which is exempt from the registration requirements of such laws. 

OFFERING TERMS SUBJECT TO MODIFICATION

The Company and the Placement Agent reserve the right to cancel or modify 
this offering, to reject subscriptions for Units in whole or in part, to 
waive conditions to the purchase of Units and to accept a limited number of 
investors at less than the minimum subscription.

                            ADDITIONAL INFORMATION

Prior to the consummation of this offering, the Company will make available 
to each prospective investor the opportunity to ask questions and receive 
answers concerning the terms and conditions of this offering and to obtain 
any additional information that the Company may possess or can obtain without 
unreasonable effort or expense that is necessary to verify the accuracy of 
the information furnished to such prospective investor.  No other person has 
been authorized to give information or to make any representations concerning 
this offering, and if given or made, such other information or 
representations must not be relied upon as having been authorized by the 
Company or the Placement Agent.

                                 Exhibit 10.11                         Page 23
<PAGE>

Glossary


Backbone                     A centralized high-speed network that connects 
                             smaller, independent networks.

Bps                          Bits per second.  A measure of digital 
                             information transmission rates.

Dial-up Accounts             Accounts with an Internet connectivity provider 
                             that utilize a telephone call to a modem rather 
                             than a dedicated data line.

E-mail                       Electronic mail.  An application that allows a 
                             user to send or receive text messages to or from 
                             any other user with an Internet address, commonly
                             termed an E-mail address.

Firewall                     A gateway between two networks that buffers and 
                             screens all information that passes between the 
                             networks.

FTP                          File Transfer Protocol.  A protocol that allows 
                             file transfer between a host and a remote 
                             computer.

Graphical User Interface     A means of communicating with a computer by 
                             manipulating icons and windows rather than using 
                             text commands.

High Speed Account           Account with an Internet service provider that 
                             utilizes a dedicated telephone call to a modem 
                             rather than a dedicated data line.

Internet                     A worldwide network of computer networks that are 
                             interconnected at certain points and utilize a 
                             common communications protocol, TCP/IP.

Kbps                         Kilobits per second.  A measure of digital 
                             information transmission rates. One kilobit equals
                             1,000 bits of digital information.

LAN                          Local Area Network.  A network designed to 
                             interconnect personal computers within a localized
                             environment.

Mbps                         Megabits per second.  A measure of digital 
                             information transmission rates. One megabit equals
                             1,000 kilobits.

Mosaic                       A publicly available World Wide browser.

On-line Service Providers    Commercial information services that offer a 
                             computer user access through a modem to a 
                             specified slate of information, entertainment and 
                             communications menus.  These services are 
                             generally closed systems and many offer limited, 
                             if any, Internet access.

                                 Exhibit 10.11                         Page 24
<PAGE>

POP                          Point-of-Presence.  An interlinked group of 
                             modes, routers and other computer equipment, 
                             located in a particular city or metropolitan area,
                             that allows a nearby subscriber to access the 
                             Internet through a local telephone call.

Shell Account                An account in which the use is provided indirect 
                             access to the Internet through a host computer 
                             provided by the Internet connectivity provider.

SLIP                         Serial Line Interface Protocol.  A communications 
                             protocol that allows direct, dial-up access to the
                             Internet over phone lines.

T-1                          A data communications line capable of transmission
                             speeds of 1.54 Mbps.

T-3                          A data communications line capable of transmission
                             speeds of 45 Mbps.

Telnet                       An Internet application that allows a user to log 
                             on to remote computers in order to access programs
                             and applications.

TCP/IP                       Transmission Control Protocol/Internet Protocol.  
                             A compilation of network- and transport-level 
                             protocols that allow computers with different
                             architectures and operating system software to 
                             communicate with other computers on the Internet.

UNIX                         A computer operating system developed at Bell 
                             Laboratories in the early 1970s that is highly 
                             modular and flexible.

WAN                          Wide Area Network.  A communications network which
                             connects geographically dispersed users.

Windows                      A computer operating system developed by Microsoft
                             that provides a graphical user interface an 
                             multitasking capabilities.

Winsock                      An industry standard programming interface 
                             definition for Windows which specifies how 
                             TCP/IP-based network applications should 
                             communicate with TCP/IP protocol software.  
                             Winsock has been adopted by most vendors of 
                             network protocol software and network applications
                             software Windows.

World Wide Web ("Web")       A network of servers that uses a special 
                             communications protocol to link different servers 
                             throughout the Internet and permits communication 
                             of graphics, video and sound.

                                 Exhibit 10.11                         Page 25
<PAGE>
                                       
                                   EXHIBIT A

                                     10KSB


                                   EXHIBIT B

                                     10QSB


                                   EXHIBIT C

                                  Prospectus


                                   EXHIBIT D

                               Articles and Bylaws


                                   EXHIBIT E

                                    Warrant


                                   EXHIBIT F

                              Registration Rights


                                   EXHIBIT G

                             Subscription Agreement


                                 Exhibit 10.11                         Page 26