EXHIBIT
      4.3

    AMENDMENT
      NO. 1 TO RIGHTS AGREEMENT

    


    This
      Amendment No. 1 to Rights Agreement (this “Amendment”) dated as of December 10,
      2007, amends the Rights Agreement between Internet America, Inc., a Texas
      corporation (the “Company”), and American Stock Transfer & Trust Company, a
      New York company (the “Rights Agent”) dated August 9, 2004 (the “Agreement”).
      Capitalized terms used but not defined herein shall have the meanings assigned
      to them in the Agreement.

    


    RECITALS

    


    1.
      Pursuant to the Agreement, the Board of Directors of the Company authorized
      and
      declared a dividend, and thereby directed the issuance, of a Right to purchase
      one Common Share for and in respect of each Common Share outstanding, upon
      the
      occurrence of the events and subject to the conditions set forth in the
      Agreement.

    


    2.
      One of
      the events triggering the issuance of Common Shares to holders of Rights under
      the Agreement is any Person becoming the Beneficial Owner of 15% or more of
      the
      Common Shares then outstanding, constituting such person an Acquiring Person
      under the Agreement. 

    


    3.
      The
      Board of Directors has approved the sale of 4,000,000 shares of Common Stock
      of
      the Company, representing in excess of 15% of the outstanding shares of Company
      Common Stock, to The Steven G. Mihayho Trust (the “Investor”) pursuant to the
      terms and conditions set forth in the Securities Purchase Agreement dated as
      of
      December 10, 2007 between the Company and the Investor (the “Sale”), which Sale
      would constitute the Investor an Acquiring Person and could result in the
      issuance of Common Shares to holders of the Rights under the
      Agreement.

    


    4.
      The
      Board of Directors has determined that it would be in the best interests of
      the
      Company and its shareholders to exempt the Sale to the Investor from the
      provisions of the Agreement, with the result that no Common Shares would be
      issuable to the holders of Rights upon the Sale, and has additionally approved
      the acquisition by the Investor of up to 25% of the outstanding Common Shares
      without triggering the issuance of Common Shares upon the exercise of Rights
      under the Agreement, so long as such acquisition is not made in connection
      with
      a tender or exchange offer.

    


    5.
      The
      Company and the Rights Agent have agreed to enter into this Amendment to the
      Agreement to accomplish the purposes set forth in the above recitals, and to
      make such additional and consequent amendments as are set forth
      herein.

     

    AGREEMENT

    


    Section
      1. Acquiring
      Person.
      The
      definition of Acquiring Person in Section 1(a) of the Agreement is hereby
      amended to read as follows (added or amended language is
      italicized):

     

    
      
        
        

      

      
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    “(a)
      “Acquiring Person” shall mean any Person (as such term is hereinafter defined)
      who or which, together with all Affiliates and Associates (as such terms are
      hereinafter defined) of such Person, shall be the Beneficial Owner (as such
      term
      is hereinafter defined) of 15% or more of the Common Shares then outstanding,
      but shall not include (i) the Company, (ii)
      any
      Subsidiary (as such term is hereinafter defined) of the Company, (iii) Steven
      G. Mihaylo, together with his Affiliates and Associates (“Mihaylo”), to the
      extent they are the Beneficial Owner of up to 25% of the Common Shares then
      outstanding, (iv) any
      employee benefit plan of the Company or of any Subsidiary of the Company or
      (v)
      any
      Person holding Common Shares for or pursuant to the terms of any such plan
      to
      the extent, and only to the extent, of the Common Shares so held.
      Notwithstanding the foregoing, no Person shall become an “Acquiring Person” as
      the result of an acquisition of Common Shares by the Company which, by reducing
      the number of shares outstanding, increases the proportionate number of shares
      beneficially owned by such Person other
      than Mihaylo
      to
      15%, or
      increases the proportionate number of shares beneficially owned by Mihaylo
      to
      25%,
      or more
      of the Common Shares then outstanding; provided,
      however,
      that if
      a Person other
      than Mihaylo
      becomes
      the Beneficial Owner of 15%, or
      Mihaylo becomes the Beneficial Owner of 25%,
      or more
      of the Common Shares then outstanding by reason of share acquisitions by the
      Company and shall, after such share acquisitions by the Company, become the
      Beneficial Owner of any additional Common Shares, then such Person shall be
      deemed to be an “Acquiring Person”. Notwithstanding the foregoing, if the Board
      of Directors of the Company determines in good faith that a Person who would
      otherwise be an “Acquiring Person”, as defined pursuant to the foregoing
      provisions of this Section 1(a), has become such inadvertently, and such Person
      divests as promptly as practicable a sufficient number of Common Shares so
      that
      such Person would no longer be an “Acquiring Person”, as defined pursuant to the
      foregoing provisions of this Section 1(a), then such Person shall not be deemed
      to be an “Acquiring Person” for any purposes of this Agreement.” 

    


    Section
      2. Issue
      of Right Certificates.
      Section
      3(a) of the Agreement is hereby amended to read as follows (added or amended
      language is italicized):

    


            “(a)
      Until the earlier (the earlier of such dates being herein referred to as the
      “Distribution Date”) of (i) the Close of Business on the tenth Business Day
      after the Shares Acquisition Date or (ii)
      the
      Close of Business on the tenth Business Day after the date of the commencement
      by any Person (other than the Company, any Subsidiary of the Company, any
      employee benefit plan of the Company or of any Subsidiary of the Company, or
      any
      entity holding Common Shares for or pursuant to the terms of any such plan
      to
      the extent such entity is so acting with the approval or consent of the Company)
      of, or of the first public announcement of the intention of any Person (other
      than the Company, any Subsidiary of the Company, any employee benefit plan
      of
      the Company or of any Subsidiary of the Company, or any entity holding Common
      Shares for or pursuant to the terms of any such plan to the extent such entity
      is so acting with the approval or consent of the Company) to commence, a tender
      or exchange offer the consummation of which would result in any Person
other
      than Mihaylo
      becoming
      the Beneficial Owner of 15% or more of the Common Shares then outstanding,
      or
      Mihaylo becoming the Beneficial Owner of 23% or more of the Common Shares then
      outstanding,
      including any such date that is after the date of this Agreement and prior
      to
      the issuance of the Rights, (x) the Rights will be evidenced (subject to the
      provisions of Section 3(b) hereof) by the certificates for Common Shares
      registered in the names of the holders thereof (which certificates shall also
      be
      deemed to be Right Certificates) and not by separate Right Certificates, and
      (y)
      the right to receive Right Certificates will be transferable only in connection
      with the transfer of Common Shares. As soon as practicable after the
      Distribution Date, the Company shall promptly notify in writing the Rights
      Agent
      of the occurrence thereof and, if the Rights Agent is not then also the transfer
      agent and registrar for the Common Shares, provide the Rights Agent with the
      names and addresses of all record holders of Common Shares (together with all
      other necessary information), and, if such notification is given orally, the
      Company shall confirm the same in writing on or prior to the Business Day next
      following (until such notice is received by the Rights Agent, the Rights Agent
      may presume conclusively for all purposes that the Distribution Date has not
      occurred), the Company will prepare and execute, the Rights Agent will
      countersign, and the Company will send or cause to be sent (and the Rights
      Agent
      will, if requested, send), by first-class, insured, postage prepaid mail, to
      each record holder of Common Shares as of the Close of Business on the
      Distribution Date, at the address of such holder shown on the records of the
      Company, a Right Certificate, in substantially the form of Exhibit
      A
      hereto
      (a “Right Certificate”), evidencing one Right for each Common Share so held. As
      of the Distribution Date, the Rights will be evidenced solely by such Right
      Certificates.” 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Section
      3.   Rights
      Certificates.  Section
      3(c) of the Agreement is hereby amended to read as follows (added or
      amended language is italicized):

    


    “(c)
      Certificates for Common Shares that become outstanding (including, without
      limitation, reacquired Common Shares referred to in the last sentence of this
      paragraph (c)) after the Record Date but prior to the earliest of the
      Distribution Date, the Redemption Date or the Final Expiration Date shall have
      impressed on, printed on, written on or otherwise affixed to them the following
      legend or such similar legend as the Company may deem appropriate and as is
      not
      inconsistent with the provisions of this Agreement: 

     

    This
      certificate also evidences and entitles the holder hereof to certain rights
      as
      set forth in a Rights Agreement between Internet America, Inc. and American
      Stock Transfer & Trust Company, dated as of August 9, 2004 (the “Rights
      Agreement”), as
      amended,
      the
      terms of which are hereby incorporated herein by reference and a copy of which
      is on file at the principal executive offices of Internet America, Inc. Under
      certain circumstances, as set forth in the Rights Agreement, the Rights
      described therein will be evidenced by separate certificates and will no longer
      be evidenced by this certificate. Internet America, Inc. will mail to the holder
      of this certificate a copy of the Rights Agreement, as
      amended,
      without
      charge after receipt of a written request therefor. As described in the Rights
      Agreement, Rights issued to any Person who becomes an Acquiring Person (as
      those
      terms are defined in the Rights Agreement) shall become null and
      void.

     

    With
      respect to such certificates containing the foregoing legend, until the
      Distribution Date, the Rights associated with the Common Shares represented
      by
      such certificates shall be evidenced by such certificates alone, and the
      surrender for transfer of any such certificate shall also constitute the
      transfer of the Rights associated with the Common Shares represented thereby.
      In
      the event that the Company purchases or acquires any Common Shares after the
      Record Date but prior to the Distribution Date, any Rights associated with
      such
      Common Shares shall be deemed canceled and retired so that the Company shall
      not
      be entitled to exercise any Rights associated with the Common Shares which
      are
      no longer outstanding.”

     

    
      
        
        

      

      
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    Section
      4. Number
      of Shares or Number of Rights.
      Section
      11(a)(ii) of the Agreement is hereby amended to read as follows (added or
      amended language is italicized):

    


    “(ii)
      Subject to Sections 23 and 24 of this Agreement, in the event any Person shall
      become an Acquiring Person, proper provision shall be made so that each holder
      of a Right shall thereafter have a right to receive, upon exercise thereof
      in
      accordance with Section 7 hereof at a price equal to the then current Purchase
      Price multiplied by the number of Common Shares for which a Right is then
      exercisable, in accordance with the terms of this Agreement, such number of
      Common Shares as shall equal the result obtained by (A) multiplying the then
      current Purchase Price by the number of Common Shares for which a Right is
      then
      exercisable and dividing that product by (B) 50% of the then current per share
      market price of the Company’s Common Shares (determined pursuant to Section
      11(d) hereof) on the date such Person became an Acquiring Person. 

     

    Notwithstanding
      the foregoing or anything in this Agreement to the contrary, from and after
      the
      time any Person becomes an Acquiring Person, any Rights that are or were
      acquired or beneficially owned by such Acquiring Person (or any Associate or
      Affiliate of such Acquiring Person) shall be null and void without any further
      action by the Company, the Rights Agent, the Acquiring Person or any other
      Person, and any holder of such Rights shall thereafter have no rights whatsoever
      with respect to such Rights, whether under this Agreement (including the right
      to exercise such Rights under any provision of this Agreement) or otherwise.
      No
      Right Certificate shall be issued pursuant to Section 3 that represents Rights
      beneficially owned by an Acquiring Person whose Rights would be null and void
      pursuant to the preceding sentence or by any Associate or Affiliate thereof;
      no
      Right Certificate shall be issued at any time upon the transfer of any Rights
      to
      an Acquiring Person whose Rights would be null and void pursuant to the
      preceding sentence or to any Associate or Affiliate thereof or to any nominee
      of
      such Acquiring Person, Associate or Affiliate; and any Right Certificate
      delivered to the Rights Agent for
      transfer to an Acquiring Person whose Rights would be null and void pursuant
      to
      the preceding sentence shall be canceled.” 

     

    Notwithstanding
      the foregoing or anything in this Agreement to the contrary, if as a result
      of
      any Person other than Mihaylo becoming an Acquiring Person, Mihaylo (or any
      Associate or Affiliate of Mihaylo) acquires the right to
      receive, upon
      exercise of Rights in accordance with Section 7 hereof, Common Shares in
      accordance with this Section 11(a)(ii) which will cause Mihaylo, together with
      his Associates and Affiliates, to be the Beneficial Owner of more than 25%
      of
      the outstanding Common Shares, Mihaylo shall not be deemed an Acquiring Person
      for purposes of this Agreement; provided,
      however,
      that if Mihaylo becomes the Beneficial Owner of 25% or more of the Common Shares
      then outstanding by reason of the acquisition of the right to receive, upon
      exercise of Rights in accordance with Section 7 hereof, Common Shares in
      accordance with this Section 11(a)(ii) and shall, after such acquisition become
      the Beneficial Owner of any additional Common Shares, then Mihaylo shall be
      deemed to be an “Acquiring Person”.”

     

    
      
        
        

      

      
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    Section
      5. Form
      of Right Certificate.
      The
      first full sentence of Exhibit A (Form of Right Certificate) to the Agreement
      is
      hereby amended to read as follows (added or amended language is
      italicized):

    


    “This
      certifies that __________________, or registered assigns, is the registered
      owner of the number of Rights set forth above, each of which entitles the owner
      thereof, subject to the terms, provisions and conditions of the Rights Agreement
      dated as of August 9, 2004,
      as
      amended (the
      “Rights Agreement”), between Internet America, Inc., a Texas corporation (the
“Company”), and American Stock Transfer & Trust Company, a New
      York
      company
      (the “Rights Agent”), to purchase from the Company at any time after the
      Distribution Date (as such term is defined in the Rights Agreement) and prior
      to
      the Close of Business (as defined in the Rights Agreement) on August 4, 2014,
      at
      the principal offices of the Rights Agent, or at the offices of its successor
      as
      Rights Agent, one share of Common Stock, par value $.01 per share (the “Common
      Shares”), of the Company, at a purchase price of $7.00 per one Common Share (the
“Purchase Price”), upon presentation and surrender of this Right Certificate
      with the Form of Election to Purchase duly executed.”

    


    Section
      6. Summary
      of Right to Purchase Common Shares (Amendment No. 1).
      The
      first two full paragraphs of Exhibit B (Summary of Rights to Purchase Common
      Shares) to the Agreement are hereby amended to read as follows (added or amended
      language is italicized):

    


    “On
      August 4, 2004, the Board of Directors of Internet America, Inc. (the “Company”)
      declared a dividend of one common stock, $.01 par value (the “Common Shares”)
      purchase right (a “Right”) for each outstanding Common Share of the Company, and
      authorized the issuance of one Right for each Common Share which shall become
      outstanding between the Record Date and the earlier of the Distribution Date
      (as
      hereinafter defined) or the Final Expiration Date of the Rights (as hereinafter
      defined). The dividend is payable on August 13, 2004 (the “Record Date”) to the
      shareholders of record on that date. Each Right entitles the registered holder
      to purchase from the Company one additional
      Common Share
      at a
      price of $7.00 per one Common Share (the “Purchase Price”), subject to
      adjustment. The description and terms of the Rights are set forth in a Rights
      Agreement,
      as
      amended
      (the
“Rights Agreement”) between the Company and American Stock Transfer & Trust
      Company (the “Rights Agent”). 

    


    Until
      the
      earlier to occur of (i) ten business days following a public announcement that
      a
      person or group of affiliated or associated persons (an “Acquiring Person”) have
      acquired beneficial ownership of 15% or more of the outstanding Common Shares
      (unless
      such person is Steven G. Mihaylo and his affiliates and associates, in which
      case such threshold shall be 25% or more of the outstanding Common Shares)
      and
      (ii)
      ten business days following the commencement of, or announcement of an intention
      to make, a tender offer or exchange offer the consummation of which would result
      in the beneficial ownership by a person or group of 15% or more of such
      outstanding Common Shares (unless
      such person is Steven G. Mihaylo and his affiliates and associates, in which
      case such threshold shall be 23% or more of the outstanding Common
      Shares)
      (the
      earlier of such dates being called the “Distribution Date”), the Rights will be
      evidenced, with respect to any Common Share certificate outstanding as of the
      Record Date, by such Common Share certificate together with a copy of this
      Summary of Rights attached thereto. The Rights Agreement provides that, until
      the Distribution Date, the Rights will be transferred with and only with the
      Common Shares.”

     

    
      
        
        

      

      
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    Section
      7. Summary
      of Right to Purchase Common Shares (Amendment No. 2).
      The
      last full paragraph of Exhibit B (Summary of Rights to Purchase Common Shares)
      to the Agreement is hereby amended to read as follows (added or amended language
      is italicized):

    


    “A
      copy
      of the Rights Agreement (as
      originally adopted)
      has been
      filed with the Securities and Exchange Commission as an Exhibit to a
      Registration Statement on Form 8-A dated August 10, 2004. A
      copy of Amendment No. 1 to the Rights Agreement has been filed with the
      Securities and Exchange Commission as an Exhibit to Form 8-K dated December
      [ ],
      2007.
      A copy
      of the Rights Agreement is available free of charge from the Company. This
      summary description of the Rights does not purport to be complete and is
      qualified in its entirety by reference to the Rights Agreement, which is hereby
      incorporated herein by reference.”

    


    Section
      8. Binding
      Agreement.
      Except
      as expressly amended hereby, the Agreement remains in full force and effect
      as
      of the date hereof.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed and attested, all as of the day and year first above written.


    

      
        	
                INTERNET
                  AMERICA, INC.

              
	 	 
	
                By:

              	
                /s/
                  William E. Ladin, Jr.

              
	 	
                William
                  E. Ladin, Jr., Chief Executive Officer

              
	 	 
	
                AMERICAN
                  STOCK TRANSFER & TRUST COMPANY

              
	 	 
	
                By:

              	
                /s/
                  Herbert L. Lemmer

              
	 	
                Name:
                  Herbert L. Lemmer

              
	 	
                Title:
                  Vice President 

              


      

    

     

    
      
        
        

      

      
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