AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

Exhibit 10.40

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

This Amendment No. 1 to Asset Purchase Agreement (this “ Amendment ”), is made and entered into as of November 4, 2008 by and among Rapid Communications LLC, a Colorado limited liability company (“ RCL ”), Rapid Acquisition Co., LLC, a Delaware limited liability company (“ RAC ” and, together with RCL, “ Seller ”), and Shentel Cable Company, a Virginia corporation (“ Buyer ”). Seller and Buyer are sometimes referred to herein as the Parties.

RECITALS

WHEREAS, the Parties entered into that certain Asset Purchase Agreement dated as of August 6, 2008 (the “ Agreement ”),

WHEREAS, the Parties now wish to amend and modify the Agreement, subject and pursuant to the terms of this Amendment, and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

NOW, THEREFORE, in consideration of the benefits conferred hereby, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1

AMENDMENTS

“ Amendment ” means that Amendment No. 1 to Asset Purchase Agreement, made and entered into as of November 4, 2008 by and between Seller and Buyer.

(a)       The first sentence of Section 2.4 shall be deleted and replaced in its entirety with the following:

“Buyer shall pay to Seller total consideration of $10,000,000, subject to adjustment as provided in Sections 2.5 and 2.6 (as adjusted, the “ Purchase Price ”), as follows:”

(b)       The first sentence of Section 2.4(a) shall be deleted and replaced in its entirety with the following:

“Buyer shall deposit the sum of One Million Five Hundred Thousand Dollars ($1,500,000) (the ” Earnest Money Deposit “ and, together with any interest or earnings thereon,

the “ Deposit Escrow Fund ”), by wire transfer of immediately available funds in an interest-bearing account with SunTrust Bank (the “ Deposit Escrow Agent ”), to be held by the Deposit Escrow Agent in accordance with the terms and conditions of the Deposit Escrow Agreement dated as of August 6, 2008 by and among Buyer, Seller and the Deposit Escrow Agent (the “ Deposit Escrow Agreement ”). The Earnest Money Deposit includes Five Hundred Thousand Dollars ($500,000) deposited by Buyer with the Deposit Escrow Agent on August 6, 2008.”

“At Closing, Buyer shall pay to Seller the Purchase Price, adjusted in accordance with the Preliminary Adjustments Report less the aggregate amount of the Deposit Escrow Fund (the “ Closing Cash Payment ”) by wire transfer of immediately available funds to an account designated by Seller.”

(d)       Section 2.4(c)  shall be deleted in its entirety, and all references throughout the Agreement to Escrow Agent, Escrow Agreement, Escrow Amount and Escrow Deposit shall be deleted.

(e)       Section 2.5(a) shall be deleted in its entirety, and Section 2.5(a) shall be designated as “Reserved” in the Agreement.

(a)       Section 4.9(a)(v) shall be deleted in its entirety, all references throughout the Agreement to Homes Passed and Non-AutoCAD Homes Passed shall be deleted and Section 4.9(a)(v) shall be designated as “Reserved” in the Agreement.