FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT

FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT

FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT, dated December 21, 2009 (the “First Amendment”), by and between KeyOn Communications Holdings, Inc., a Delaware company (“KeyOn”) on the one hand, and Ridgeview Tel, LLC, a Colorado company (“RVT”), on the other hand. Each KeyOn and RVT is hereinafter sometimes referred to as a “Party” and together as the “Parties”.

BACKGROUND

WHEREAS, the Parties entered into that certain ASSET PURCHASE AND SALE AGREEMENT dated December 21, 2009 (“The Agreement”) pursuant to which, KeyOn agreed to buy certain assets, and RVT agreed to sell said assets, on the terms and conditions set for in the Agreement;

WHEREAS, as a result of negotiations by and between the Parties, the Parties have agreed to amend the Agreement to restructure certain rights and responsibilities KeyOn and RVT as further provided in this First Amendment;

NOW, THEREFORE, for good and valuable consideration, the Parties hereby agree as follow:

3.1.             Purchase Price. Provided that Seller delivers 443 Qualified Subscribers as of the Closing Date, in full consideration of the sale and purchase of the Assets as set forth herein, Buyer shall pay to Seller an amount equal to $216,500. The Purchase Price is calculated by the number of Qualified Subscribers as of the Closing Date, multiplied by the Individual Qualified Subscriber Value (the “Total Qualified Subscriber Value”). To the extent number of Qualified Subscribers as of the Closing Date exceeds 443, the Purchase Price shall be increased by the number of Qualfied Subscribers greater than 443 multiplied by the Individual Qualified Subscriber Value. However, to the extent the number of Qualified Subscribers as of the Closing Date is less than 443, the Purchase Price shall be reduced by the number of Qualified Subscribers multiplied by the Individual Qualified Subscriber Value. The Total Qualified Subscriber Value shall then be adjusted by the Purchase Price Adjustment as provided in Section 3.2, which final amount shall constitute the “Purchase Price”.The Purchase Price shall be paid in the following manner: