MANAGEMENT SERVICES AGREEMENT

1.

Appointment .  Grande hereby engages ABB, and ABB hereby agrees pursuant to the terms and conditions set forth herein, to provide certain services to Grande, as described in Section 3 hereof.

2.

Term .  The term of this Agreement (the “ Term ”) shall commence at 12:01 a.m., Texas time, on the date hereof and shall continue until the earliest to occur of the following:

(a)

the Sale of ABB;

(b)

the Sale of Grande;

(c)

the Bankruptcy or Dissolution of ABB;

(d)

the termination of the Recapitalization Agreement pursuant to Article IX thereof;

(e)

the termination date upon which ABB and Grande mutually agree in writing; or

(f)

termination by Grande upon at least 30 days’ prior written notice to ABB, except that notice need not be given in advance if Grande or Grande Investment, L.P. determines that ABB has performed any of the Services in an illegal or grossly negligent manner or in a manner that constitutes willful misconduct.

3.

Services to be Provided .  During the Term:

(a)

Subject at all times to the authority of the board of directors (or the equivalent governing body) of Grande, ABB, by and through the Designated Personnel (who shall be employed by ABB), agrees to perform or cause to be performed in a professional manner general managerial oversight and such management services (including, finance, marketing and strategic planning) as mutually agreed upon from time to time by and among ABB and Grande (collectively, the “ Services ”) with respect to the business and operations of Grande and, so long as it remains an Affiliate of Grande, any Affiliated company to which all or a portion of Grande’s present broadband transport business or network services business may be transferred (an “ Affiliated Non-Core Company ”).  Such Services shall include day-to-day oversight by the Designated Personnel of sales, marketing, customer service, administrative, accounting, financial reporting, and information technology services.  Designated Personnel shall not be required to devote their time exclusively to Grande and/or to the performance of the Services.

(b)

ABB shall be responsible for and shall pay (i) pursuant to ABB’s customary payroll practices, the salaries, bonuses and other compensation of the Designated Personnel (for any period, the “ Designated Personnel Compensation ”), including related taxes and all costs of related benefits and perquisites, and (ii) any expenses of the Designated Personnel incurred in connection with the Services (for any period, the “ Expenses ” and together with the Designated Personnel Compensation, the “ Total Expenses ”).   For the avoidance of doubt, any amounts owed and/or paid to the Designated Personnel as a result of their ownership interests in any Affiliate of Grande or ABB shall not be included in the amount of Total Expenses.

(c)

Grande Manager shall cause the Designated Personnel who serve as officers of ABB to become officers of Grande after Closing, and such Designated Personnel shall have the same titles at both ABB and Grande.

4.

Compensation .

(a)

In consideration for ABB for providing the Services to Grande and any Affiliated Non-Core Company, Grande shall pay to ABB during the period beginning on the Closing Date through the expiration of the Term (the “ Payment Period ”) the lesser amount of (i) (A) 5.5% of the total revenue of Grande, minus (B) the actual compensation expenses for all Grande employees who have positions that were included in the “corporate” compensation expense in the projections that were furnished to the lenders providing financing under the terms of the Recapitalization Agreement, or (ii) an amount equal to 50% of the Total Expenses (such lesser amount, the “ Management Fee ”).  Notwithstanding anything herein or otherwise to the contrary, in no event will any Management Fee or other amount be payable by Grande to ABB unless and until the Closing occurs.

(b)

Within 30 days following the end of each calendar quarter during the Payment Period, ABB shall prepare a statement of the Management Fee for such calendar quarter.  Payment by Grande in an amount equal to the Management Fee for such calendar quarter shall be due and payable by Grande on the thirtieth (30 th )   day following its receipt of such statement.

5.

Representations and Warranties .

(a)

ABB is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, and is duly qualified to do business as a foreign entity and is in good standing in the jurisdictions in which the character of its properties or the nature of its business makes such qualification necessary, except in jurisdictions, if any, where the failure to be so qualified would not, in the aggregate, reasonably be expected to result, in a material adverse effect.  ABB has all requisite power and authority to own, use or lease its properties and to carry on its business as it is now being conducted except as would not, in the aggregate, reasonably be expected to cause a material adverse effect.  ABB  has provided to Grande a complete and correct copy of its certificate of formation as amended to date, which, as so made available, is in full force and effect.  ABB is not in default in any respect in the performance, observation or fulfillment of any provision of its certificate of formation or operating agreement.

(b)

ABB has full power and authority to execute and deliver this Agreement and to perform the Services.  The execution, delivery and performance of this Agreement have been duly and validly authorized by ABB’s Board of Managers or similar governing body, and no other limited liability company proceedings on the part of ABB are necessary to authorize this Agreement or to perform the Services.  This Agreement has been duly and validly executed and delivered by ABB and, assuming the due authorization, execution and delivery hereof by Grande, constitutes the valid and binding obligation of ABB enforceable against ABB in accordance with their respective terms, except as such enforceability may be subject to the Enforceability Exception.

(c)

The execution and delivery of this Agreement and the performance by ABB of its respective obligations hereunder will not: (i) conflict with any provision of the certificate of formation or operating agreement of ABB; (ii) require ABB to obtain any consent, waiver, approval, order, authorization or permit of, or make a registration with, filing with or notification to, or breach any requirement applicable to ABB with any Governmental Authority; (iii) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which ABB is a party or by which ABB or any of its respective properties or assets may be bound; or (iv) violate the provisions of any Court Order or other Law applicable to ABB.

6.

Confidentiality and Non-Disclosure Obligations .  As of the date hereof, ABB and Grande have entered into a Confidentiality Agreement in the form of the attached Exhibit A (the “ Confidentiality Agreement ”).  ABB agrees and acknowledges that any and all non-public information of Grande, including personally identifiable information of subscribers, that ABB obtains through or under the Recapitalization Agreement, this Agreement, the provision of Services hereunder or otherwise will be subject to the confidentiality and non-disclosure obligations of the Confidentiality Agreement.  All obligations and rights under the Confidentiality Agreement shall survive the termination of this Agreement.

7.

Certain Definitions .

(a)

“ Bankruptcy ” means, with respect to an entity, (i) the making of a general assignment for the benefit of creditors, (ii) the entry of an order for relief in any bankruptcy, reorganization or insolvency proceeding, (iii) the filing or commencement by or against the entity of any application or petition for the appointment of a trustee, receiver or other similar official over the entity or any substantial part of the entity’s assets, or of any proceeding under any bankruptcy, insolvency or reorganization statute or liquidation or other law relating to relief of debtors, unless, in the case of such an action or proceeding filed or commenced against the entity without the entity’s acquiescence or consent, the action or proceeding is dismissed within ninety days after the date of its filing or commencement.

(b)

“ Closing ” has the meaning set forth in the Recapitalization Agreement.

(c)

“ Closing Date ” has the meaning set forth in the Recapitalization Agreement.

(d)

“ Designated Personnel ” shall mean those ABB personnel from time to time occupying the positions set forth on Schedule A attached hereto.

(e)

“ Dissolution ” means, with respect to an entity, the