Exhibit
10.2




AMENDMENT
NO. 1


TO


PURCHASE
AND LICENSE AGREEMENT


BETWEEN


GRANDE
COMMUNICATIONS NETWORKS INC.


AND
NORTEL NETWORKS INC.





This
Amendment No. 1 to the Purchase and License Agreement is made effective as of
the 24th day of January, 2008 (the "Effective Date") by and between Nortel
Networks Inc. (''Nortel") and Grande Communications Networks Inc.
("Customer").





WHEREAS,Customer and Nortel
entered into a Purchase and License Agreement ("Agreement") dated January 24,
2005, for the sale, licensing, and purchase of Nortel's Products and Services;
and,





WHEREAS,Customer and Nortel
now wish to, among other things, amend the Agreement to provide for
reinstatement and modification of the Agreement and extension of the
Term.





NOW, THEREFORE,in
consideration of the mutual covenants herein contained, Customer and Nortel
hereby agree to amend the Agreement as follows:





1.   The
capitalized terms in this Amendment shall have the same meaning as the defined
terms in the Agreement.





2.   The
parties hereby agree and acknowledge that the Agreement is reinstated as of the
Effective Date. The parties further agree that all purchases made between
January 24, 2008 and the date of execution of this Amendment shall be deemed to
have been purchased pursuant to the terms and conditions of the Agreement.
Customer hereby ratifies and affirms all the terms and conditions in the
Agreement and agrees to be bound by all such terms and
conditions.





The
following modifications are made to the Agreement effective as of the Effective
Date:





3   The
Term described in the preamble to the Agreement shall be amended to read as
follows:





"...and
continuing for a
period of
three (3) years therefrom
until December 31,
2008 ("Term")."





4   Section
3.a) is amended by modifying the first sentence to read as
follows:











"a) In
consideration of the discounts, terms   and conditions provided
to Customer......"





5.   Section
4. is amended by inserting subparagraph "a)" before the first sentence to
correct a numbering error.





6.   Section
16, Training, of the Agreement is amended and restated in its entirety as
follows:





"16.  
Training Credits


a)           Nortel
Networks shall make training available to Customer's purchase with
respect to the operation, configuration, installation, service, maintenance and
support of the Products at current Nortel Networks prices and at Nortel Networks
facilities, subject to course and class availability. Upon the request of
Customer, Nortel Networks shall provide to Customer such training as Customer
requests, at a time and place mutually agreed upon and at the prices to be
quoted for such training. Nortel Networks training products and services are
listed at the Nortel Networks website for technical training http://www.nortelnetworks.com/knowledgeservices
("Nortel Networks Website for Technical Training"). The training policies as
listed at the Nortel Networks Website for Technical Training shall apply. Nortel
Networks may change, modify, update and/or add training programs as new Products
or Product features/releases are made available. Prices shall be subject to
change by Nortel Networks.





b)           Customer
shall bear the training costs and
cost of transportation, meals, lodging or other incidental expenses of
Customer's personnel to, from and during training.





c)           The
"Training Bank Dollars" accrued under the Agreement
prior to the effective date of this Amendment No. 1 will expire —on March 31, 2008 if not
used by Customer and may not be redeemed for cash or other
discounts.





d)          
Any training tuition charges shall be payable by Customer to Nortel Networks at
the prices quoted at the Nortel Networks Website for Technical Training and
Customer shall render payment within thirty (30) days of receipt of such
invoice.





e)           Nortel
Networks may, at its sole and exclusive discretion, attempt to meet any
reasonable request by Customer for a course other than the courses listed at the
Nortel Networks Website for Technical Training_ ("Customized Training"). The
price for Nortel Networks to modify existing training courses/materials or to
design new training materials for Customer will be quoted to Customer on a per
request basis.





f)           The
availability of any training course to Customer as set forth above shall be
subject to the prerequisite policy identified by Nortel Networks at the Nortel
Networks Website for Technical Training. Nortel Networks training materials are
proprietary and copyrighted information. Any use or replication of this material
must have written consent by Nortel Networks' Knowledge Services
organization.





THE TRAINING MATERIALS AND ANY SUPPORT
OR OTHER SERVICES WHICH MAY BE PROVIDED BY NORTEL NETWORKS SHALL BE PROVIDED
WITHOUT WARRANTY OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NORTEL NETWORKS
DOES NOT WARRANT THAT THE TRAINING MATERIALS WILL BE ERROR-FREE OR THE STUDYING
OFTHE TRAINING MATERIALS
WILL QUALIFY ANY PERSON TO PERFORM ANYFUNCTIONS COVERED BY THE INSTRUCTIONAL
MATERIALS. NORTEL NETWORKS SHALL HAVE NO OBLIGATION TO UPDATE OR MONITOR THE
USE, REPRODUCTION, OR DISTRIBUTION BY CUSTOMER OR ANY THIRDPARTIES OF SUCH TRAINING MATERIALS.
EXCEPT FOR A BREACH OF THECONFIDENTIALITY PROVISIONS SET FORTH IN
THIS AGREEMENT, IN NOEVENT SHALL NORTEL NETWORKS BE LIABLE
FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY NATURE
WHATSOEVER RELATED TO TRAINING MATERIALS AND ANY SUPPORT OROTHER RELATED
SERVICES.











7. All
other terms and conditions of the Agreement shall remain in full force and
effect, except as modified above, with respect to purchases made after the
Amendment No. I Effective Date.





8. The
terms of this Amendment 1 shall supercede all oral or prior written statements
concerning the subject matter of this Amendment.





IN WITNESS WHEREOF,the
parties hereto have caused this Amendment No. 1 to be executed by their duly
authorized representatives.








GRANDE
      COMMUNICATIONSNETWORKS
      INC.
            NORTEL
      NETWORKS INC.By: /s/ Brady
      Adams
            By: /s/ Lance
      LevinTitle: VP Network Operations and
      Engineering
            Title: Counsel,
      N.A.Date: 3/18/08
            Date: 3-24-2008