CONSULTING AGREEMENT

This Consulting Agreement (“ Agreement ”), dated as of September 14, 2009, is by and between Grande Communications Networks LLC, a Delaware limited liability company and successor-in-interest to Grande Communications Networks, Inc. (the “ Company ”), and Michael L. Wilfley (“ Wilfley ”).  In the event the Transaction (as defined herein) is not consummated, this Agreement shall be null and void.

WHEREAS , this Agreement shall become effective upon the date (the “ Effective Date ”) of the consummation of the transactions contemplated by the Recapitalization Agreement dated as of August 27, 2009, by and among ABRY Partners VI, L.P., Grande Communications Networks, Inc., Grande Communications Holdings, Inc., ABRY Partners, LLC, Grande Investment L.P., and Grande Parent LLC (the “ Transaction ”);

WHEREAS , Wilfley has served as Chief Financial Officer of Grande Communications Networks, Inc., pursuant to the terms of an Employment Agreement, entered into between Wilfley and Grande Communications Networks, Inc., dated as of June 28, 2006, as amended (the “ Employment Agreement ”);

WHEREAS , the Company intends to terminate Wilfley’s employment relationship sixty (60) days following the Effective Date;

WHEREAS , after termination of such employment relationship, the Company desires to engage the service of Wilfley as a consultant and Wilfley desires to accept such engagement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the foregoing premises and the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1.              Change in Position .  In connection with the consummation of the Transaction, the Company will change Wilfley’s title and position with the Company.  The Company acknowledges and agrees that such change in title and position involves a material diminution in Wilfley’s duties and responsibilities with the Company and will constitute a “Good Reason Termination” under the Employment Agreement. By entering into this Agreement, the Company acknowledges and agrees that Wilfley has provided the Company with written notice of the occurrence of this condition that may constitute a Good Reason Termination within ninety days of its initial occurrence, as required under Section 9(b)(3) of the Employment Agreement.  The Company does not intend to cure this condition that constitutes Good Reason Termination and hereby waives its right to cure such condition as is otherwise provided under Section 9(b)(3) of the Employment Agreement.  In the event that Wilfley provides sixty days notice of his intent to terminate employment within one year of the Effective Date as required under Section 9(b)(3) of the Employment Agreement, the Company agrees to fulfill its obligations under the Employment Agreement under Section 9(b)(5) for Severance Pay (as defined under the Employment Agreement), provided all other conditions thereunder to receipt of Severance Pay have been satisfied.  Wilfley agrees that, at any time after the date hereof, the Company may terminate Wilfley’s employment and, upon such termination, shall be responsible for all obligations associated with such termination as set forth under the Employment Agreement.

2.              Termination  and Consulting Services .

(a)             The Company intends to terminate Wilfley’s employment with the Company without Cause (as defined in the Employment Agreement) as of the date that is sixty (60) days following the Effective Date (the “ Termination Date ”) pursuant to Section 9(b)(2) of the Employment Agreement.  As a result, the Company acknowledges and agrees that it will be obligated to commence Severance Pay and Benefit Continuation (as such terms are defined in the Employment Agreement) to Wilfley pursuant to Section 9(b)(5) of the Employment Agreement.

(b)             From the day following the Termination Date until the 120th day following the Termination Date (such 120th day, the “ Consulting End Date ”, and such period, the “ Consulting Services Period ”), Wilfley shall render consulting services (the “ Services ”) to the Company as may reasonably be requested by the Company from time to time.  Notwithstanding anything to the contrary in this Agreement, the parties intend that the average level of bona fide services to be provided by Wilfley during the Consulting Services Period shall be equal to or less than 20% of the average level of the bona fide services provided by Wilfley during the 36-month period immediately preceding the Termination Date.  Wilfley shall not incur any travel or other expenses in performing the Services unless approved in advance by the Chief Executive Officer of the Company.  Wilfley may engage in other services, employment or occupation during the Consulting Services Period as long as such services, employment or occupation are not contrary to the provisions of this Agreement and do not materially interfere with his duties and obligations hereunder.  Wilfley shall comply with all applicable laws in providing Services and shall provide such Services in accordance with industry standards.

3.              Payment .  As consideration for the provision of the Services, a lump sum of $112,500, less payroll taxes and other applicable withholdings and deductions (the “ Consulting Bonus ”) will be payable to Wilfley in accordance with and subject to the terms and conditions of this Section 3 .  Payment of the Consulting Bonus under this Section 3 is subject to execution and delivery of a release executed by Wilfley on or after the Consulting End Date on a form prepared by the Company (the “ Release ”). The Consulting Bonus will be paid to Wilfley in a single payment within ten (10) business days following the eighth (8th) day after Wilfley signs and delivers the Release; provided that if Wilfley revokes the Release within such eight (8) day period or does not execute and deliver the Release to the Company within thirty (30) business days after the Consulting End Date, Wilfley will not be entitled to any Consulting Bonus under this Agreement.  Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to make any payment under this Agreement if (1) Wilfley is in material breach of Section 10 of the Employment Agreement or the post-employment obligations under Employee Confidentiality Information and Invention Assignment Agreement between Executive and the Company dated as of July 12, 2000 (the “ Confidentiality Agreement ”); (2) the Company terminates this Agreement for Cause, or (3) Wilfley is no longer available to perform Services prior to the Consulting End Date due to his death or Disability.  For purposes of this Agreement, “ Cause ” shall mean: (i) the commission by Wilfley of a felony or a crime involving moral turpitude or the commission of any other act involving dishonesty, disloyalty or fraud; (ii) conduct by Wilfley