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EXHIBIT 4.12.1   FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
                 PURSUANT TO THE ROCKY MOUNTAIN INTERNET, INC. 1997 STOCK
                 OPTION PLAN

                                FIRST AMENDMENT
                                      TO
                     NON-QUALIFIED 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 Non-Qualified Stock Option
Agreement pursuant to Rocky Mountain Internet, Inc. 1997 Stock Option Plan
dated the 1st day of October, 1997;

WHEREAS, the Company and Optionee entered into an 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 the Incentive Stock Options
at 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 Incentive Stock Options, the number of shares granted pursuant to the
Incentive Stock Option Agreement is 191,385 (not 222,220 shares), thereby
increasing the Non-Qualified Stock Options to 408,615 (not 377,780); 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 Non-Qualified 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:

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

     1. 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 ten (10) years from the date of this Agreement (the "Option
        Period") non-qualified stock options (the "Option") to purchase
        from the Company, at a price of $1.00 per share, up to but not
        exceeding in the aggregate Four Hundred Eight Thousand Six Hundred
        Fifteen (408,615) shares of the Company's common stock, $.01 par
        value ("Stock"), such number being subject to adjustment as
        provided in the Plan.


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2.   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


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