Exhibit
10.17








AMENDMENT
TO EMPLOYMENT AGREEMENT





This
Amendment to Employment Agreement (this “Amendment”) is entered into as of
February 5, 2008 (the “Effective Date”) by and between Grande Communications
Networks, Inc., a Delaware corporation (the “Company”), and W.K.L. “Scott”
Ferguson, Jr. (the “Executive”).





WHEREAS, the Company and the
Executive entered into an Employment Agreement (the “Agreement”) as of June 28,
2006; and





WHEREAS, the Company and the
Executive wish to amend the Agreement to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (“Code”), and to clarify the health
care coverage provisions.





NOW, THEREFORE, the parties agree
as follows:





1.
            The
      Agreement is amended by deleting the fifth sentence in Section 4 in its
      entirety, and replacing it with the
following:





“Annual
bonuses shall be payable to the Executive by the 15th day of
the third month after the end of the applicable Bonus Period.”





2.
            The
      Agreement is amended by deleting the seventh sentence in Section 4 in its
      entirety, and replacing it with the
following:





“Any such
additional discretionary bonus shall be payable to the Executive by the 15th day of
the third month after the end of the applicable Bonus Period.”





3.
            The
      Agreement is amended by deleting Section 9(b)(3) of the Agreement in its
      entirety and replacing it with the
following:





“(3)           The
Executive may terminate his employment in the event that the Company: (a)
materially diminishes Executive’s duties and responsibilities under this
Agreement; (b) materially relocates the office that the Executive is to work
outside of the Austin/San Antonio Corridor, Texas area, (c) strips Executive
without Cause of his title as Chief Operating Officer, provided such action
either materially changes the authority, duties and responsibilities of the
supervisor to which the Executive reports or materially reduces the budget over
which the Executive has control, or (d) materially reduces Executive’s Base
Salary without Cause (each of the foregoing events described in the foregoing
clauses (a) – (d) of this paragraph is a “Good Reason
Termination”).  Notwithstanding the above, the Executive’s
termination of his employment will only be considered a Good Reason Termination
if: (i) the Executive provides the Company with written notice of the occurrence
of the event giving rise to a Good Reason Termination within ninety (90) days of
such occurrence, (ii) the Company fails to remedy the condition caused by such
event within thirty (30) days of receiving notice of the occurrence of such
event from Executive, and (iii) following the failure of the Company to remedy
such condition within thirty (30) days, the Executive provides sixty (60) days
notice of his intent to terminate employment, with such notice being provided no
later than one (1) year following the occurrence of the event giving rise to the
Good Reason Termination. The Company reserves the right to relieve the Executive
of his duties any time during the 60-day period following the date on which it
receives notice from Executive of his intent to terminate employment as
described in clause (iii) above without affecting his right to compensation,
Severance Pay, Benefit Continuation and other benefits during this notice
period.”


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4.
            The
      Agreement is amended by deleting the sixth sentence of Section 9(b)(5) in
      its entirety and replacing it with the
  following:





“The
Company will continue to pay the costs of insurance and health coverage at the
same level as the Company pays the costs of the Executive’s then current
insurance and health care coverage provided for in Section 5 until the
earlier to occur of (i) the termination of the Severance Period or (ii) the date
that Executive begins receiving equivalent benefits from his next full time
employer, and upon the occurrence of such earlier event, the Company shall
discontinue any payment towards Executive’s insurance and  health care
coverage, and the costs associated with available continuing coverage under the
Company’s insurance and health plans, if any, will be the sole responsibility of
the Executive (“Benefit
Continuation”).”





5.
            The
      Agreement is amended by adding this new Section
  9(b)(6):





“(6)           To
the extent that the Severance Pay provided under Section 9(b)(5) exceeds two
times the lesser of (a) the sum of the Executive’s annual compensation (as
defined in Treas. Reg. §1.415-2(d)) for services provided to the Company as an
employee and the Executive’s net earnings from self-employment (as defined in
Code §1402(a)) for services provided to the Company as an independent
contractor, if any, each for the calendar year preceding the calendar year in
which the termination occurs or (b) the maximum amount of compensation that can
be taken into account for qualified plan purposes pursuant to Internal Revenue
Code §401(a)(17) for such year, such excess amount of Severance Pay will not
begin sooner than the date that is six (6) months following the date of
termination.  In the event of a delay in payment provided under this
Section 9(b)(6), the Company, at its sole discretion, may (i) on the first day
of the seventh month following such termination, pay Executive in a lump sum all
amounts that would have been paid under Section 9(b)(5) if such six-month delay
had not occurred or (ii) delay all payments under Section 9(b)(5)  for
a period of six months.


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IN WITNESS WHEREOF, the
Company and the Executive have executed this Amendment to be effective as of the
Effective Date.





COMPANY:GRANDE
      COMMUNICATIONS NETWORKS, INC.By:
            /s/ Roy H. ChestnuttIts:
            President, Chief Executive Officer and Chairman of
      the BoardEXECUTIVE:/s/ W.K.L. (“Scott”) Ferguson,
      Jr.W.K.L.
      (“SCOTT”) FERGUSON, JR.







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