MADISON RIVER CAPITAL LLC
EXHIBIT 10.9
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<TYPE>EX-10
<SEQUENCE>6
<FILENAME>bruceexh.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>

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                                                                   EXHIBIT 10.9
                             EMPLOYMENT AGREEMENT
                             --------------------

EMPLOYMENT AGREEMENT, dated as of November 1, 2002 by and among Madison River
Telephone Company LLC, a Delaware limited liability company ("Holdings"), and
Bruce J. Becker ("Executive").

                                   RECITALS
                                   --------

Holdings and Executive entered into an employment agreement dated as of
September 28, 1999 and such agreement would expire on September 29, 2003.

Holdings and Executive desire to extend employment and enter into an agreement.

Holdings has acquired and operates rural telephone companies and other
telecommunications operations.

Holdings has the following classes of equity: Class A equity, Class B equity and
Class C equity.  Class A equity will be entitled to distributions prior to the
Class B and Class C equities.

In order to induce Executive to agree to continue to serve as Managing Director-
Chief Technology Officer of Holdings (hereinafter "Managing Director"), Holdings
desires to provide Executive with compensation and other benefits on the terms
and conditions set forth in this Agreement.

Executive is willing to enter into such employment and perform services for
Holdings on the terms and conditions set forth in this Agreement.


It is therefore hereby agreed by the parties as follows:

          1.  Employment.
              -----------
   (a) Subject to the terms and conditions of this Agreement, Holdings agrees to
       employ Executive during the term hereof as Managing Director.  In his
       capacity as Managing Director of Holdings, Executive shall have the
       customary powers, responsibilities and authorities of Managing Director
       of corporations of the size, type and nature of Holdings, as they exist
       from time to time.  Executive shall also be Managing Director of all of
       Holdings' subsidiaries unless otherwise agreed by Executive.
       Compensation and expenses of Executive shall be allocated based on the
       procedures agreed upon by and between Holdings and subsidiaries.
   (b) Subject to the terms and conditions of this Agreement, Executive hereby
       accepts employment as Managing Director of Holdings and agrees to devote
       his full working time and efforts, to the best of his ability, experience
       and talent, to the performance of services, duties and responsibilities
       in connection therewith.  Nothing in this Agreement shall preclude
       Executive from engaging, consistent with his duties and responsibilities
       hereunder, in charitable and community affairs, from managing his
       personal investments or, except as otherwise provided in Section 12
       hereof, from serving as a member of boards of directors or as a trustee
       of other companies, associations or entities.

<PAGE>

          2. Term of Employment.
             -------------------
       Executive's term of employment under this Agreement shall commence on
       November 1, 2002 (the "Approval Date") and, subject to the terms hereof,
       shall terminate on December 31, 2005 (unless and until extended from time
       to time by mutual written agreement of the parties, the "Termination
       Date").


          3. Compensation.
             -------------
   3.1 Initial Base Salary.  Beginning on the Approval Date and continuing until
       the Termination Date, Holdings shall pay Executive a base salary ("Base
       Salary") at the annual rate of $180,000.  The Base Salary shall be
       payable in accordance with the ordinary payroll practices of Holdings but
       in no event less often than monthly in arrears.

   3.2 Adjustments to Base Salary.  The Base Salary shall be increased from time
       to time as the Board shall determine taking into account the success of
       Holdings, the performance of Executive, the size, revenues, and earnings
       of the businesses held or operated, or contemplated to be held or
       operated, by Holdings and other market factors.  Once so increased, the
       increased amount shall constitute Executive's Base Salary hereunder.

   3.3 Compensation Plans and Programs.  Executive shall participate in any
       compensation plan or program, short-term (annual) or long-term,
       maintained by Holdings and participated in by senior executives of the
       Company generally on terms taking into account Executive's title and
       position with the Company.  Executive's short-term incentive award target
       is $70,000.

   3.4 Expenses.  Executive is authorized to incur reasonable expenses in
       carrying out his duties and responsibilities on behalf of the Company
       under this Agreement, including, without limitation, expenses for travel
       and similar items related to such responsibilities which are consistent
       with Holdings' policies in effect from time to time with respect to
       travel and other business expenses.  Holdings will reimburse Executive
       for all such expenses upon presentation by Executive from time to time of
       an itemized account of such expenditures; provided that such expenses are
       in compliance with any other Holdings' policies in effect from time to
       time with respect to reporting and documentation of such expenses; it
       being understood, furthermore, that the cost of commuting between
       Executive's residence and Holdings' principal place of business shall not
       be reimbursed.

          4.  Employee Benefits.
              ------------------
   4.1 Employee Benefit Programs, Plans and Practices.  During the term of his
       employment hereunder, Holdings shall provide to Executive coverage under
       any employee benefit programs, plans and practices (commensurate with his
       position in Holdings and to the extent possible under any employee
       benefit plan), in accordance with the terms hereof, which Holdings makes
       available to its senior executive officers generally, including but not
       limited to (i) retirement, pension and profit-sharing, and (ii) medical,
       dental, hospitalization, life insurance, short-and long-term disability,
       accidental death and dismemberment and travel accident coverage.

<PAGE>

   4.2 Vacation and Fringe Benefits.
      (a)  Executive shall be entitled to paid vacation each calendar year of no
           less than 20 working days.  Holdings may grant additional vacation
           time to Executive.

      (b) In addition, Executive shall be entitled to all of the other
          perquisites and fringe benefits accorded the senior officers of
          Holdings generally.


          5. Incentive Equity.
             -----------------
   5.1 Purchase Rights; Vesting.
       (a) As of the date hereof, Executive has purchased from Holdings Class C
           equity of Holdings equal to 7.70% of the total Class C equity of
           Holdings for an aggregate purchase price of $770 (hereafter,
           "Incentive Equity"). Within 30 days after such purchase of Incentive
           Equity, the Executive made an election with the Internal Revenue
           Service under Section 83(b) of the Internal Revenue Code and the
           regulations promulgated thereunder. The parties agree that purchase
           price for Incentive Equity at the time of purchase was at fair market
           value, specifically 7.70% of the total Class C equity for $770 and
           that parties shall use and have used such value for all Federal
           income tax purposes.

       (b) As long as Executive is employed by Holdings, Executive's Incentive
           Equity shall vest (except in the case of vesting pursuant to Section
           5.3(a)) on a daily basis over a four-year period beginning with the
           September 29, 1999, the Commencement Date pursuant to the September
           28, 1999 employment agreement.  As of December 31, 2002, vested
           percentage of Class C Incentive Equity for Executive is 81.44%.  All
           unvested Incentive Equity will become fully vested immediately prior
           to the occurrence of a Liquidity Event. "Liquidity Event" means (i)
           any sale of all or substantially all of the assets of Holdings on a
           consolidated basis in one transaction or series of related
           transactions (but excluding sales to affiliates) for cash or
           marketable securities, (ii) any sale of 50% or more of the Investor
           Equity (as defined in the LOI) in one transaction or series of
           related transactions (but excluding sales to affiliates and, with
           respect to individuals, related persons) for cash or marketable
           securities or (iii) a merger, share exchange or similar transaction
           which accomplishes one of the foregoing.

   5.2 Distributions.  Executive's unvested Incentive Equity outstanding at the
       time of any dividend or other distribution to Incentive Equity will be
       entitled to receive the same distributions per unit as vested Incentive
       Equity.

<PAGE>

   5.3 Repurchase.

       (a) Executive's unvested Incentive Equity will be subject to repurchase
           in whole by Holdings, at its option (which option to repurchase must
           be elected in writing by Holdings within ten days of termination and,
           subject to such repurchase option being suspended as provided below,
           consummation of such repurchase must be effected within 80 days
           thereafter), at the lower of its original cost (less all amounts
           distributed in respect of Executive's unvested Incentive Equity) or
           its Fair Market Value at the time of termination if Executive ceases
           to be employed by Holdings for any reason.  Notwithstanding anything
           in this agreement to the contrary, in the event that Executive's
           employment is terminated for any reason including due to death or
           Disability (but other than by the Executive without Good Reason) and
           (i) at or prior to such termination Holdings has entered into an
           agreement or agreements regarding a transaction or has publicly
           announced its intention to consummate a transaction (including, but
           not limited to, a public announcement of an intention to seek to
           consummate a transaction), which upon consummation would trigger a
           Liquidity Event (as defined in the LOI), or (ii) at or within six
           months prior to such termination is or was in active negotiations
           regarding a transaction, which upon consummation would trigger a
           Liquidity Event, then in either case Holdings' repurchase right
           pursuant to the foregoing sentence will be suspended and if any such
           transaction is consummated then Executive's unvested Incentive Equity
           shall immediately prior to the consummation of such transaction
           become fully vested and all distributions that would have been
           payable to Executive on account of such unvested Incentive Equity
           subsequent to Executive's termination and prior to such vesting shall
           be made to Executive, with interest on each such distribution at a
           rate per annum equal to the prime rate in effect at the time of each
           such distribution, at such time (and any repurchase by Holdings of
           such Incentive Equity in connection with Executive's termination of
           employment shall be governed by Section 5.3(b)), it being understood
           and agreed that, upon exercise of the repurchase option, during such
           suspension and prior to any such vesting hereunder, distributions
           that would have been payable to Executive on account of such unvested
           Incentive Equity shall not be for the account of Executive unless and
           until such Incentive Equity shall become vested; provided that if
           none of such transactions is consummated within two years after
           Executive's termination of employment, or within such two-year period
           another transaction is consummated which constitutes a Liquidity
           Event, then Holdings' above repurchase rights shall be reinstated.
           "Fair Market Value" shall mean, with respect to any security, the
           amount that would be paid to the holder thereof with respect to such
           security if all of the assets of Holdings were sold for fair value to
           a willing buyer in exchange for cash, all of the debt and other
           liabilities not assumed by the buyer were paid in full, all of the
           convertible debt and other convertible securities were repaid or
           converted (whichever yields more cash to the holders), and then
           Holdings were completely liquidated.

       (b) Executives vested Incentive Equity will not be subject to repurchase
           in whole or in part by Holdings.

   5.4 Investors' Agreement.  Holdings has entered into an investors' agreement
       (the "Investors' Agreement"), registration agreement, and certain other
       agreements with Executive and the other members of Holdings
       (collectively, the "Investors") embodying the relevant terms set forth in
       the LOI.

   5.5 Restrictions on transfer of Incentive Equity. Other than pursuant to Tag-
       Along Rights, Registration Rights, and other Exit Rights with respect to
       his vested Incentive Equity (as such terms are defined in the LOI and as
       such concepts may be incorporated in the agreements referred to in
       Section 5.4) Executive may not transfer his Incentive Equity at any time
       (other than transfers of Incentive Equity for estate planning purposes to
       immediate family members and trusts and/or other vehicles for the benefit
       of immediate family members) without the approval of members of the Board
       holding a majority of the votes of all members of the Board who do not
       have a pecuniary interest in such transfer, which majority shall
       include approval by members of the Board holding a majority of the votes.

<PAGE>

          6.  Termination of Employment.
              --------------------------
   6.1  Termination Not for Cause or Termination for Good Reason.

       (a)
          (i) Holdings may terminate Executive's employment at any time, and
              Executive may terminate his employment at any time.  If
              Executive's employment is terminated by Holdings other than for
              Cause (as defined herein) or due to Executive's death or
              Disability (as defined herein) or Executive terminates his
              employment for Good Reason prior to the Termination Date,
              Executive shall be entitled to receive from Holdings continued
              Base Salary (payable in accordance with the last sentence of
              Section 3.1 hereof) for six months after date of the termination
              plus, on the sixtieth day following the end of the fiscal year
              during which the termination of Executive's employment pursuant to
              this Section 6.1(a) occurs, an amount in respect of any bonus for
              the period employed for the fiscal year in which Executive's
              employment is terminated calculated on a pro rata basis.
         (ii) In addition, Executive shall (1) be entitled to receive, within a
              reasonable period of time after the date of termination, a cash
              lump sum equal to (A) any compensation payments deferred by
              Executive, together with any applicable interest or other accruals
              thereon; and (B) any unpaid amounts, as of the date of such
              termination, in respect of any bonus for the fiscal year ending
              before the fiscal year in which such termination occurs; (2) for
              the period from the date of termination of Executive's employment
              until the one year anniversary of the Termination Date (as then in
              effect), continue to be covered under and participate in Holdings'
              employee benefit programs, plans and practices with respect to
              medical, dental, hospitalization, life insurance and disability
              benefits described in Section 4.1 hereof or under such other plans
              of Holdings which provide for equivalent coverage to the extent
              and on the terms in effect on the Executive's last day of
              employment; and (3) have such rights to payments under applicable
              plans or programs, accrued to Executive on date of termination
              including, without limitation, those described in Section 3.3
              hereof as may be determined pursuant to the terms of such plans or
              programs.

       (b) For purposes of this Agreement, "Good Reason" shall mean the
           occurrence of any of the following events without Executive's express
           prior written consent:

          (i) the assignment to Executive by Holdings of duties not appropriate
              to Executive's positions, responsibilities, titles and offices as
              set forth in Section 1 hereof, or any material reduction by
              Holdings of Executive's duties or responsibilities or any removal
              of Executive as the Managing Director, except in connection with
              the termination of Executive's employment (and not cured after 15
              days prior notice to all of the members of the Board);
         (ii) a reduction by Holdings in Executive's Base Salary as in effect at
              the commencement of employment hereunder or as the same may be
              increased from time to time during the terms of this Agreement;
        (iii) any material breach by Holdings of any provision of this Agreement
             (not cured after 15 days' prior notice);
         (iv) requiring Executive to relocate his primary residence or locating
              the principal executive office of the Company outside the United
              States of America.

<PAGE>


   6.2 Disability.  If (i) Executive shall fail for a period of six consecutive
       months during the term of his employment hereunder, because of illness,
       physical or mental disability or other similar incapacity, to effectively
       and actively render the services provided for by this Agreement or (ii)
       at such earlier time as Executive submits satisfactory medical evidence
       that he has or the Board in its reasonable judgment determines that
       Executive has an illness, physical or mental disability or other
       incapacity which is expected to prevent him from returning to the
       performance of his work duties for six months or longer ("Disability"),
       Holdings or Executive may terminate Executive's employment upon written
       notice thereof, setting forth in reasonable detail the facts and
       circumstances claimed to provide a basis for termination of Executive's
       employment under this Section 6.2, and Executive shall receive or
       continue to receive, as the case may be:

       (a) as soon as practicable after the date of termination of Executive's
           employment pursuant to this Section 6.2, a cash lump sum equal to any
           compensation payments deferred by Executive, together with any
           applicable interest or other accruals thereon;
       (b) any unpaid amounts, as of the date of such termination, in respect of
           any bonus for the fiscal year ending before such termination, which
           shall be payable on the date on which such bonus would otherwise be
           payable;
       (c) on the sixtieth day following the end of the fiscal year during which
           the termination of Executive's employment pursuant to this Section
           6.2 occurs, an amount in respect of any bonus for the period employed
           for such fiscal year calculated on a pro rata basis;
       (d) for a period of one year after termination for Disability, amounts,
           payable on Holdings' regular payroll schedule, equal to no less than
           60% of Executive's then annual Base Salary, reduced by any amounts
           received by Executive under any disability insurance policies with
           respect to which Holdings paid the premiums;
       (e) such rights to payments under applicable plans or programs, accrued
           to Executive on the date of termination including, without
           limitation, those described in Section 3.3 hereof, as may be
           appropriate pursuant to the terms of such plans or programs.

   6.3 Death.  In the event of Executive's death during the term of his
       employment hereunder, Executive's estate or designated beneficiaries
       shall receive:

       (a) payments of Base Salary for a period of six months after his date of
           death;
       (b) as soon as practicable after the date of Executive's death, a cash
           lump sum equal to any compensation payments deferred by Executive,
           together with any applicable interest or other accruals thereon;
       (c) any unpaid amounts, as of the date of Executive's death, in respect
           of any bonus for the fiscal year ending before his death, which shall
           be payable on the date on which such bonus would otherwise be
           payable;
       (d) on the sixtieth day following the end of the fiscal year during which
           Executive's death occurs, an amount in respect of any bonus during
           period employed for such fiscal year calculated on a pro rata basis;
       (e) any death benefits provided under the employee benefit programs,
           plans and practices described in Section 4.1 hereof, in accordance
           with their terms; and
       (f) such other payments under applicable plans or programs accrued to
           Executive on date of termination, including, but not limited to those
           described in Section 3.3 hereof, as may be appropriate pursuant to
           the terms of such plans or programs.

<PAGE>

   6.4 Voluntary Termination by Executive; Discharge for Cause.

       (a) In the event that Executive's employment is terminated by Holdings
           for Cause, as hereinafter defined, or by Executive other than for
           Good Reason or other than as a result of Disability or death, prior
           to the Termination Date, Executive shall be entitled to receive all
           salary and benefits to which Executive is entitled up to and
           including the date of Executive's termination of employment
           hereunder.  The obligations of Holdings under this Agreement to make
           any further payments, or provide any benefits specified herein, to
           Executive shall cease and terminate on the date on which Executive's
           employment is terminated by Holdings for Cause or by Executive other
           than for Good Reason or other than as a result of Disability or
           death.  Termination of Executive in accordance with this Section 6.4
           shall be communicated to Executive pursuant to a notice of a
           resolution of a majority of the Board determining that Executive is
           subject to discharge for Cause as defined herein.
       (b) As used herein, the term "Cause" shall mean commission of a felony or
           crime involving moral turpitude, repeated failure to comply with the
           Board's instructions (after 30 days' prior notice), and any other
           material breach of this Agreement by Executive (after 30 days' prior
           notice).

   6.5 Deleted.

   7.0 Notices.   All notices or communications hereunder shall be in writing,
       addressed as follows:

To Holdings:
           Madison River Telephone Company LLC
           P.O. Box 430
           103 South Fifth Street
           Mebane, NC 27302
           Attn:  Board of Members
           Facsimile: (919) 563-4993
           Confirmation: (919) 563-8222

To Executive:
           Bruce J. Becker
           1538 Rock Creek Dairy Road
           Whittset, NC 27377
           Facsimile: (336) 532-0218
           Confirmation: (336) 532-0218


Any such notice or communication shall be sent certified or registered mail,
return receipt requested, postage prepaid, or by facsimile (with confirmation of
receipt) addressed as above (or to such other address as such receiving party
may have designated in a notice duly delivered as described above), and the
actual date of mailing shall constitute the time at which notice was given
(except, in the case of facsimile, the time and date of confirmation shall be
the time at which notice was given).


<PAGE>

   8.0 Separability; Legal Fees; Arbitration.   If any provision of this
       Agreement shall be declared to be invalid or unenforceable, in whole or
       in part, such invalidity or unenforceability shall not affect the
       remaining provisions hereof, which shall remain in full force and effect.
       Any controversy or claim arising out of or relating to this Agreement or
       the breach of this Agreement (other than Section 12 hereof) that cannot
       be resolved by Executive on the one hand and Holdings on the other,
       including any dispute as to the calculation of Executive's benefits or
       any payments hereunder, shall be submitted to arbitration in Raleigh-
       Durham metropolitan area of North Carolina in accordance with Delaware
       law and the procedures of the American Arbitration Association.  The
       determination of the arbitrators shall be conclusive and binding on
       Holdings and Executive, and judgment may be entered on the arbitrators'
       award in any court having jurisdiction.  The expense of such arbitration
       including reasonable legal fees in connection therewith shall be borne in
       accordance with the direction of the arbitrators.

   9.0 No Obligation to Mitigate Damages.  Executive shall not be required to
       mitigate damages or the amount of any payment provided for under this
       Agreement by seeking other employment or otherwise.

   10. Assignment.  This contract shall be binding upon and inure to the benefit
       of the heirs and representatives of Executives and the assigns and
       successors of Holdings, but neither this Agreement nor any rights
       hereunder shall be assignable or otherwise subject to hypothecation by
       Executive (except by will or by operation of the laws of intestate
       succession) or by Holdings, except that Holdings may assign this
       Agreement to any successor (whether by merger, purchase or otherwise) to
       all or substantially all of the stock, assets or businesses of Holdings
       or affiliate of Holdings.

   11. Amendment.  This Agreement may only be amended by written agreement of
       the Board and Executive.

   12. Nondisclosure of Confidential Information; Non-Competition.

       (a) From and after the date hereof and at all times thereafter (except
           as otherwise provided in Section 12(e)), Executive shall not,
           without the prior written consent of Holdings, at any time divulge,
           disclose, use to the detriment of Holdings or make accessible to any
           other person, firm, partnership, corporation or other entity any
           Confidential Information, except (i) while employed by Holdings, in
           the business of and for the benefit of Holdings and to the extent
           such use or disclosure is required or deemed advisable by Executive
           in the performance of his assigned duties (provided that any
           Confidential Information disclosed pursuant to this clause (i) shall
           remain Confidential Information hereunder, except as provided
           below), or (ii) when required to do so by a court of competent
           jurisdiction, by any governmental agency having supervisory
           authority over the business of Holdings, or by any administrative
           body or legislative body (including a committee thereof) with
           purported or apparent jurisdiction to order Executive to divulge,
           disclose or make accessible such information.  Executive agrees to
           notify Holdings if Executive discloses such information and to take
           reasonable efforts to preserve the confidential nature of such
           information.  For purposes of this Section 12(a), "Confidential
           Information" shall mean information concerning Holdings' and its
           subsidiaries' financial data, strategic business plans, business
           development (or other proprietary product data), marketing plans,
           know-how, customer lists, information about potential acquisition
           targets, acquisition strategies and targets and other non-public,
           proprietary and confidential information of Holdings, provided that
           Confidential Information shall not include information if and solely
           to the extent that such information is or has become publicly
           available through no wrongful act or breach of confidentiality by
           Executive.

<PAGE>

       (b) Executive agrees that he shall not directly or indirectly, either as
           principal, manager, agent, consultant, officer, stockholder, partner,
           member, investor, lender or employee or in any other capacity, carry
           on, be engaged in or have any financial interest in, (i) during the
           time that Executive is employed hereunder and for a period of three
           months thereafter, any business that is engaged in the telephone or
           telecommunications industry and (ii) for a period of 12 months after
           such three-month period, any business which is in competition with
           the business of Holdings and/or its subsidiaries in a geographic
           market where Holdings and/or its subsidiaries do business.  In
           addition, during the time that Executive is employed hereunder and
           for a period of 15 months thereafter, Executive agrees that, without
           the prior written consent of Holdings, he shall not solicit for
           employment any person who at any time during Executive's employment
           hereunder was an employee of Holdings or any of its subsidiaries.
       (c) For purposes of Section 12(b)(ii) hereof, a business shall be deemed
           in competition with Holdings and/or its subsidiaries if at the time
           of Executive's proposed relationship with such business, such
           business is rendering services being rendered by Holdings and/or its
           subsidiaries in one or more areas that, at the time of Executive's
           termination hereunder, in the aggregate accounted for more than 5% of
           operating gross annual sales of Holdings and its subsidiaries.
           Nothing in this Section 12 shall be construed so as to preclude
           Executive from investing in publicly traded securities of any company
           provided Executive's beneficial ownership of any class of such
           company's securities does not exceed 5% of the outstanding securities
           of such class.
       (d) Executive and Holdings agree that the foregoing covenant not to
           compete is a reasonable covenant under the circumstances, and further
           agree that if in the opinion of any court of competent jurisdiction
           such restraint is not reasonable in any respect, such court shall
           have the right, power and authority to excise or modify such
           provision or provisions of such covenant as to the court shall appear
           not reasonable and to enforce the remainder of the covenant as so
           amended.  Executive agrees that any breach of the covenants contained
           in this Section 12 would irreparably injure Holdings.  Accordingly,
           Holdings may, in addition to pursuing any other remedies it may have
           in law or in equity, obtain an injunction against Executive from any
           court having jurisdiction over the matter, restraining any further
           violation of this Section 12 by Executive.
       (e) Executive hereby assigns and from time to time assigns to Holdings
           all right, title and interest in and to any Intellectual Property
           conceived, contributed to or made by Executive at any time during his
           employment with Holdings (whether alone or jointly with others) to
           the extent such Intellectual Property is not owned by Holdings as a
           matter of law.  Executive shall thereafter promptly and fully
           communicate to Holdings all such Intellectual Property and shall
           cooperate with Holdings to protect Holdings' interests in such
           Intellectual Property.  Any copyrightable work prepared in whole or
           in part by Executive in the course of his employment with Holdings
           shall be deemed "a work made for hire" under the copyright laws, and
           Holdings shall own all of the rights comprised in the copyright
           therein.  This cooperation shall include providing assistance in
           securing patent protection and copyright registrations and signing
           all documents reasonably requested by Holdings, even if such request
           occurs after termination of his employment with Holdings.  Executive
           understands that this Agreement does not apply to an invention for
           which no equipment, supplies, facilities or trade secret information
           of Holdings was used and which was developed entirely on his own
           time, unless: (a) the invention relates (i) to the business (actual
           or reasonably proposed) of Holdings or its subsidiaries, or (ii) to
           Holdings' or its subsidiaries' research or development (actual or
           reasonably proposed); or (b) the invention results from any work
           performed by Executive for Holdings or its subsidiaries.
           "Intellectual Property" shall mean patent applications, copyrightable
           works, mask works and applications for registration related thereto,
           all Confidential Information, and all other intellectual property
           rights created, conceived or owned by, Holdings or any of its
           subsidiaries or for the benefit of an enterprise similar to Holdings
           or any of its subsidiaries.

<PAGE>

       (f) Executive shall deliver to Holdings or at any other time Holdings may
           request, all Intellectual Property in his possession and control, and
           all copies thereof, in whatever form or medium.  Upon Holdings
           request, Executive shall sign a written confirmation that Executive
           has returned all such materials.  Executive agrees that the
           limitations in this Section 12 are reasonable and necessary to
           protect the legitimate business interests of Holdings and its
           affiliates.

   13. Indemnification; Director and Officer Insurance.
       (a) Holdings hereby agrees, commencing on the date hereof, to indemnify
           and hold harmless Executive to the maximum extent permitted by the
           General Corporation Law of the State of Delaware (the "DGCL"), as the
           same now exists or may hereafter be amended, substituted or replaced
          (but, in the case of any such amendment, only to the extent that such
          amendment permits Holdings to provide broader indemnification rights
          than DGCL permitted prior to such amendment), and to the extent
          permitted under the charter and Bylaws of Holdings, against all
          expenses, liabilities and losses (including attorneys' fees,
          judgments, fines, settlements, excise taxes or penalties) reasonably
          incurred or suffered by Executive in connection with serving as an
          officer, director, employee or agent of Holdings or for serving at the
          request of Holdings as an officer, director, manager, member, partner,
          employee, trustee or agent of another corporation, partnership, joint
          venture, limited liability company, trust or other enterprise.
          Expenses, including attorneys' fees, incurred by Executive in
          defending a proceeding shall be paid by Holdings in advance of the
          final disposition of such proceeding, including any appeal therefrom,
          upon receipt of an undertaking by or on behalf of Executive to repay
          such amount if it shall ultimately be determined that he is not
          entitled to be indemnified by Holdings.  This Section 13(a) shall
          survive termination of this Agreement.  The right of indemnification
          provided herein shall inure to the benefit of the heirs and legal
          representatives of Executive and shall be applicable to proceedings
          commenced or continuing after the date hereof, whether arising from
          acts or omissions occurring before or after the date hereof.
      (b) Holdings agrees it will maintain director and officer liability
          insurance for the purpose of covering all actions taken by Executive
          as an officer, director, employee or agent of Holdings which insurance
          is reasonably deemed necessary by Executive and is approved by the
          Board (which approval shall not be unreasonably withheld).

   14.  Beneficiaries; References.  Executive shall be entitled to select (and
        change, to the extent permitted under any applicable law) a beneficiary
        or beneficiaries to receive any compensation or benefit payable
        hereunder in accordance with the terms hereof following Executive's
        death, and may change such election, in either case by giving Holdings
        written notice thereof.  In the event of Executive's death or a judicial
        determination of his incompetence, reference in this Agreement to
        Executive shall be deemed, where appropriate, to refer to his
        beneficiary, estate or other legal representative.

   15.  Survivorship.  The respective rights and obligations of the parties
        hereunder shall survive any termination of this Agreement to the extent
        necessary to the intended preservation of such rights and obligations.
        The provisions of this Section 15 are in addition to the survivorship
        provisions of any other section of this Agreement.

   16.  Governing Law.  This Agreement shall be construed, interpreted and
        governed in accordance with the laws of the State of Delaware, without
        reference to rules relating to conflict of laws.

<PAGE>

   17.  Withholding.  Holdings shall be entitled to withhold from any payment
        hereunder any amount required by law to be withheld.

   18.  Counterparts.  This Agreement may be executed in two or more
        counterparts, each of which shall be deemed an original.

   19.  Executive Representations.  Executive hereby represents and warrants to
        Holdings that (i) the Incentive Equity acquired or may be acquired will
        be for the Executive's own account and not with a view to, or intention
        of, distribution thereof in violation of the Securities Act of 1933, as
        amended (the "Securities Act"), or any applicable state securities laws,
        and the Incentive Equity will not be disposed of in contravention of the
        Securities Act or any applicable state securities laws, (ii) the
        Executive is an executive officer of Holdings, is sophisticated in
        financial matters and is able to evaluate the risks and benefits of the
        investment in the Incentive Equity, (iii) the Executive is able to bear
        the economic risk of his investment in the Incentive Equity for an
        indefinite period of time and the Executive understands that the
        Incentive Equity has not been registered under the Securities Act and,
        therefore, cannot be sold unless subsequently registered under the
        Securities Act or an exemption from such registration is available and
        all other applicable restrictions on transfer have been satisfied, (iv)
        the Executive has participated significantly in the structuring of the
        equity of Holdings, has had an opportunity to ask questions and receive
        answers concerning the terms and conditions of the offering of the
        Incentive Equity and has had full access to such other information
        concerning Holdings as he has requested, (v) the execution, delivery,
        and performance of this Agreement by Executive does not and will not
        conflict with, breach, violate or cause a default under any contract,
        agreement, instrument, order, judgment or decree to which Executive is a
        party or by which he is bound, (vi) Executive is not a party to or bound
        by any employment agreement, non-compete agreement or confidentiality
        agreement with any other Person and (vii) upon the execution and
        delivery of this Agreement by the Company, this Agreement shall be the
        valid and binding obligation of Executive, enforceable in accordance
        with its terms.  Executive hereby acknowledges and represents that he
        has consulted with independent legal counsel regarding his rights and
        obligations under this Agreement and that he fully understands the terms
        and conditions contained herein.

   20.  Executive agrees that (i) in the event that any of Executive's equity
        interest in Holdings is evidenced by a certificate, such certificate
        shall contain an appropriate legend referring to this Agreement and (ii)
        no transfers of any equity interest or portion thereof in Holdings shall
        be made except in compliance with applicable securities laws.

   21.  Complete Agreement.  This Agreement, those documents expressly referred
        to herein (including, without limitation, the LOI and the employment
        agreement of June 4, 1996 and amendments thereto) embody the complete
        agreement and understanding among the parties and supersede and preempt
        any prior understandings, agreements or representations by or among
        Holdings and Executive, written or oral, which may have related to the
        subject matter hereof in any way.  No waiver of this Agreement or of any
        of the terms or provisions hereof shall be binding upon either party
        hereto unless confirmed by a written instrument signed by such party.
        No waiver by Executive or Holdings of any term or provision of this
        Agreement or of any default hereunder, nor any failure or delay in
        exercising any right, option, power or privilege hereunder, shall affect
        Executive's or Holdings' respective rights hereafter to enforce such
        term or provision or to exercise any such right, option, power or
        privilege, or to exercise any right or remedy in the event of any other
        default, whether or not similar.



<PAGE>


IN WITNESS WHEREOF, Executive and Holdings have caused this Employment Agreement
to be executed as of the date first written above.



                              MADISON RIVER TELEPHONE COMPANY LLC


                              By: J. STEPHEN VANDERWOUDE
                                  ----------------------------------------



                              BRUCE J. BECKER
                              --------------------------------------------
                                Executive


</TEXT>
</DOCUMENT>
