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                                                                  Exhibit 10.17

                   FORM OF NON-STATUTORY UNIT OPTION AGREEMENT

         THIS OPTION AGREEMENT is made as of the 15th day of February, 2000,
by and between Rackspace, Ltd., a Texas Limited Partnership, with its
principal place of business in San Antonio, Bexar County, Texas (hereinafter
called the "Company"), and __________ (Employee), an employee of the Company
(hereinafter called the "Employee").

         WHEREAS, the Company desires to afford the Employee an opportunity to
purchase Class D Limited Partnership Units (hereinafter called the "Units").

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and Employee's employment by the Company, the parties hereto agree
as follows:

         1.       THE PLAN. This Option Agreement is subject to and shall be
                  governed by the terms and provisions of the Rackspace Ltd.
                  1999 Unit Option Plan (the "Plan"). Capitalized terms used in
                  the Option Agreement, which are used in the Plan, shall have
                  the same meanings established in the Plan. A copy of the Plan
                  has been provided to the Employee herewith and the receipt
                  and review of which is hereby acknowledged by the Employee.

         2.       GRANT OF OPTION. The Company hereby grants to the Employee
                  the right and option (hereinafter called the "Option" or
                  "Options") to purchase all or any part of an aggregate of
                  __________) Units on the terms and conditions hereinafter set
                  forth (subject to adjustment as provided in the Plan). The
                  date of grant is _________________.

         3.       PURCHASE PRICE. The purchase price of the Units covered by
                  the Option shall be $_____ per Unit (subject to adjustment as
                  provided in the Plan).

         4.       VESTING AND EXERCISE. Until this Option is terminated, the
                  Employee shall have the right to purchase all or a portion of
                  the Units subject to this Option at such times, and from time
                  to time, as is hereinafter set out. There is no obligation on
                  the Employee to purchase any of the Units subject to the
                  Option. The Option shall vest (and to the extent vested
                  become "Vested Options") as follows: one third (1/3) of the
                  aggregate Units under the Option on the first anniversary of
                  the date of grant and an additional one third (1/3) of such
                  Units on each of the next following two anniversaries of the
                  date of grant. To the extent vested, Options may be
                  exercised at any time after the sixth anniversary date from
                  the date of grant, provided that such Vested Options may be
                  exercised earlier than six (6) years from the date of grant
                  upon or after the first to occur of (i) the effectiveness of
                  the Company's initial public offering ("IPO"), or (ii) on or
                  after a "Significant Transaction." "Significant Transaction"
                  means the sale of all or substantially all of the assets of
                  the Company to an unaffiliated third party, or

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                  a merger, business combination or a change in control through
                  the issuance or transfer of equity in the Company, wherein
                  the equity owners of the Company (whether partners,
                  stockholders, members or otherwise) of the Company
                  immediately prior to the merger, combination or change in
                  control, do not own or control (directly or indirectly) at
                  least 10% of the equity interest in the Company or the
                  successor company, as the case may be. The Company makes no
                  representation that an IPO or Significant Transaction will
                  occur and shall have no obligation to seek to cause such
                  events to occur.

         5.       OPTION TERMINATES WITH EMPLOYMENT AND COMPETITION. Upon the
                  termination of full time employment with the Company, the
                  Options held by the Employee terminate except to the extent
                  the Options are Vested Options on the date of any such
                  termination. Vested Options which are exercisable under the
                  terms of paragraph 4 above upon termination of employment
                  must be exercised, if at all, within 60 days following
                  termination. If not exercised during such sixty (60) day
                  period, the Options shall terminate. Vested Options which
                  are not exercisable under the terms of paragraph 4 shall
                  terminate on the 120th day following the termination of
                  employment, whether or not they become exercisable under the
                  provisions of paragraph 4 during such 120 day period.
                  Pursuant to Section 4H of the Plan, this Option terminates
                  in the event that the Employee engages in competition
                  against the Company.

         6.       EXPIRATION. This Option expires on (a) the seventh
                  anniversary date from the date of grant, (b) the date this
                  Option terminates under the terms of Sections 5 of this
                  Option Agreement, or (c) the date the Option terminates
                  under Section 6A of the Plan, or as otherwise provided under
                  the Plan.

         7.       MANNER OF EXERCISE OF OPTION. The Employee may exercise this
                  Option by giving written notice to the Company specifying the
                  number of full Units to be purchased and accompanied by
                  payment of the full price thereof. No exercise of the Option
                  shall be complete and no Units shall be delivered to the
                  Employee prior to the time that the full purchase price for
                  such Units has been paid. The purchase price shall be paid in
                  cash or by such other method as the Administrator may approve
                  and the Administrator shall have the right, as a condition of
                  issuance of the Units, to require the Employee to execute
                  documentation in a form satisfactory to the Administrator and
                  the Company to ensure that Employee will comply with the
                  terms and provisions of the Plan, this Option and the
                  Agreement of Limited Partnership (or other governing
                  documents) of the Company. During the lifetime of the
                  Employee, the Option may not be exercised by any person
                  (including the spouse of the Employee) other than by the
                  Employee. Upon the death of the Employee, the Option may be
                  exercised by the personal representative, legatees or heirs
                  of the Employee as to options exercisable upon such death
                  until the termination of the Option.

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         8.       NONTRANSFERABILITY OF OPTION. This Option is not transferable
                  except by will or by the laws of descent and distribution.
                  Any Option purported to be transferred to the spouse or
                  former spouse of Employee pursuant to any court order or
                  decree or settlement agreement issued or entered into
                  incident to any divorce action shall terminate, whether or
                  not any such court order or decree or settlement agreement
                  purports to merely recognize or document a community
                  interest of such spouse or former spouse. This Option may
                  not be assigned, transferred, pledged or hypothecated in any
                  manner and shall not be subject to any form of execution,
                  attachment or similar process. Any attempted assignment,
                  transfer, pledge, hypothecation or other disposition of this
                  Option contrary to the provisions of this Option Agreement,
                  or the levy of any execution, attachment or similar process
                  upon the Option, shall be null and void and of no effect.

         9.       UNIT-HOLDER RIGHTS. The Employee shall not have any of the
                  rights of a Unit-holder merely because of his ownership of
                  the Option granted by this Option Agreement. Furthermore, as
                  a Class D Unit holder, upon exercise, the Option holder
                  shall only have the rights of an "assignee" of a limited
                  partner of the Company and shall not be a limited partner.

         10.      EMPLOYMENT STATUS. The grant of this Option shall not impose
                  upon the Company, or any parent or subsidiary corporation,
                  any obligation whatsoever to retain the Employee in
                  employment status. This Option is personal to the Employee
                  and may be exercised by him as provided in the Plan only if
                  he is continuously retained by the Company, or by any parent
                  or subsidiary corporation.

         11.      REQUIREMENTS OF LAW. If any law or regulation of the
                  Securities and Exchange Commission (the "Commission") or any
                  other federal or state commission or agency having
                  jurisdiction requires the Company or the Employee to take any
                  action with respect to the Units acquired by the exercise of
                  this Option, then the date upon which the Company shall
                  deliver the Units shall be postponed until full compliance
                  has been made with all such legal or regulatory
                  requirements. Further, at or before the time of the delivery
                  of the Units, the Employee shall, if requested by the
                  Company, deliver to the Company his written statement that
                  he intends to hold the Units so acquired by him on exercise
                  of this Option for investment and not with a view to resale
                  or other distribution thereof to the public. Further, in the
                  event the Company shall determine that, in compliance with
                  the Securities Act of 1933, as amended, or any other
                  applicable federal or state statute or regulation, it is
                  necessary to register any of the Units with respect to which
                  an exercise of this Option has been made, or to qualify any
                  such Units for exemption from any of such requirements, the
                  Company shall take such action at its own expense, or at the
                  Company's discretion, treat the exercise of the Option as
                  unenforceable. In any case, not until registration has been
                  completed shall the Units be delivered to the Employee.

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         12.      RESTRICTION ON SALE OR OTHER TRANSFER OF UNITS. An Employee
                  may not sell, assign or otherwise transfer any of the Units
                  purchased pursuant to the exercise of the Option granted
                  hereunder in any manner that is not permitted by the Plan or
                  the Agreement of Limited Partnership (or other governing
                  corporate documents of the Company), or violates the
                  Securities Act of 1933, as amended, or the rules and
                  regulations of the Commission issued thereunder, or any other
                  federal or state laws, rules and regulations applicable to
                  the sale or transfer of securities.

         13.      RESTRICTION ON TRANSFER, RIGHT OF FIRST REFUSAL AND MARKET
                  STAND-OFF. The Units purchased under this Option are subject
                  to certain Restriction on Transfer, Rights of First Refusal
                  and Market Stand-Off obligations included in the Plan.

         14.      LEGENDS. All certificates evidencing Units purchased under
                  this Agreement shall bear the following legend:

                  THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED,
                  TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT
                  IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN
                  THE COMPANY AND THE REGISTERED HOLDER OF SUCH SECURITIES (OR
                  THE PREDECESSOR IN INTEREST TO SUCH SECURITIES). SUCH
                  AGREEMENT CONTAINS RESTRICTIONS ON TRANSFER AND GRANTS TO THE
                  COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED
                  TRANSFER OF THE SUCH SECURITIES AND CERTAIN MARKET STAND-OFF
                  OBLIGATIONS. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN
                  REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF
                  WITHOUT CHARGE. THE SECURITIES REPRESENTED HEREBY HAVE NOT
                  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                  AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
                  WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
                  AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS
                  COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

         15.      GOVERNING LAW; CONSTRUCTION. The validity and construction of
                  this Option Agreement shall be governed by the laws of the
                  State of Texas. In construing this Option Agreement, the
                  singular shall include the plural and the masculine gender
                  shall include the feminine and neuter, unless the context
                  otherwise requires.

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         IN WITNESS WHEREOF, the Company has caused this Non-Statutory Units
Option Agreement to be executed by an authorized officer, and the Employee has
hereunto set his hand, all as of the day and year first above written.


                                            RACKSPACE, LTD., a Texas Limited
                                            Partnership

                                            By:  MACROWEB, LC, General Partner

                                            By: -------------------------------
                                            Its:-------------------------------



                                            EMPLOYEE:

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                                            Field (Name)






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