<PAGE>

EXHIBIT 4.12.2   FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO
                 THE ROCKY MOUNTAIN INTERNET, INC. 1997 STOCK OPTION PLAN


                                FIRST AMENDMENT
                                      TO
                       INCENTIVE STOCK OPTION AGREEMENT
                                PURSUANT TO THE
                         ROCKY MOUNTAIN INTERNET, INC.
                            1997 STOCK OPTION PLAN

THIS FIRST AMENDMENT, effective as of the 1st day of October, 1997, between
Rocky Mountain Internet, Inc. (the "Company") and Douglas H. Hanson (the
"Optionee").

                                   RECITALS:

WHEREAS, the Company and Optionee entered into the Incentive Stock Option
Agreement pursuant to Rocky Mountain Internet, Inc. 1997  Option Plan dated the
1st day of October, 1997;

WHEREAS, the Company made an error in calculating 110% of the Fair Market Value
of the Stock as $2.25 rather than the correct value of $2.6125 on the day of
granting of the Options;

WHEREAS, the prior Board of Directors planned to maximize the Incentive Stock
Options granted to the Optionee and based on the corrected Fair Market Value of
the Options, the number of shares granted pursuant to the Incentive Stock
Option Agreement is 191,385 (not 222,220 shares); and

WHEREAS, Paragraph 12 of the Agreement provides that the Board may amend the
Agreement for the purpose of promoting the objectives of the Plan and the
current Board of Directors now desires to amend the Incentive Stock Option
Agreement as of the 1st day of October, 1997; and

NOW THEREFORE, in consideration of the premises and mutual covenants and
agreements hereinafter set forth, the parties hereby mutually covenant and
agree as follows:

2.   Section 1 of such Agreement is hereby replaced in its entirety as follows:

     2. GRANT OF OPTION.  Subject to the terms and conditions set forth
        herein and the Plan, the Company hereby grants to the Optionee for the
        period commencing on the date of this Agreement and ending on the
        date five (5) years from the date of this Agreement (the "Option
        Period") incentive stock options (the "Option") to purchase from the
        Company, at a price of $2.6125 per share, up to but not exceeding in
        the aggregate One Hundred Ninety-one Thousand Three Hundred
        Eighty-five (191,385) shares of the Company's common stock, $.01 par
        value ("Stock"), such number being subject to adjustment as provided
        in the Plan.

     3. Schedule A to the Incentive Stock Option Agreement shall be amended in
     its entirety as set forth on Schedule A attached hereto and
     incorporated herein by this reference.


                                     71

<PAGE>

3.   The parties further agree that the provisions hereof are incorporated
in and made a part of the Agreement and, to the extent that these
provisions conflict with the provisions of the Agreement, the provisions
hereof shall control.  The parties further agree that, except as otherwise
expressly provided herein, the provisions of the Agreement continue in
full force and effect.  Any terms not expressly defined herein shall have
the meaning as set forth in the Plan and Agreement.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Optionee has hereunto set
the Optionee's hand, all effective as of the day and year first above
written.



                              Rocky Mountain Internet, Inc.



                              By:  /s/ David L. Evans
                                  -------------------
                                   David L. Evans
                                   Corporate Secretary

                              The Optionee

                                   /s/ Douglas H. Hanson
                                  ----------------------
                                   Douglas H. Hanson


                                     72

<PAGE>

                                  SCHEDULE A

                                    TO THE

                       INCENTIVE STOCK OPTION AGREEMENT

<TABLE>
<CAPTION>

          SHARES OF STOCK               FIRST EXERCISABLE
          ---------------               -----------------
          <S>                           <C>
          38,277                        First anniversary date
                                        of this Agreement

          38,277                        Second anniversary date
                                        of this Agreement

          38,277                        Third anniversary date
                                        of this Agreement

          38,277                        Fourth anniversary date
                                        of this Agreement

          38,277                        Fifth anniversary date
                                        of this Agreement
</TABLE>


                                     73