FIRST AMENDMENT TO
                             EMPLOYMENT AGREEMENT


    THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made
and entered into as of the 31st day of December 2003 ("Effective Date") by
and between Madison River Telephone Company LLC, a Delaware limited liability
company ("Holdings"), and Paul H. Sunu ("Executive").

                                  WITNESSETH:

    WHEREAS, Holdings and Executive entered into that certain Employment
Agreement dated as of November 1, 2002 (the "Employment Agreement"); and

    WHEREAS, Holdings and Executive desire to amend the Employment Agreement
upon the terms and conditions enumerated below.

    NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein contained, and other good and valuable consideration, including the
continued employment of Executive by Holdings, continued provision of
services by Executive to Holdings and the compensation received by Executive
from Holdings from time to time, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:

    1.  Amendment to Employment Agreement.  Section 3.3 of the Employment
Agreement shall be null, void, and of no further effect, and is deleted and
replaced in its entirety with the following text:

             "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 Holdings generally on terms taking
              into account Executive's title and position with Holdings.
              Executive's short-term incentive award target is $175,000.

         (a)  Provided that Executive remains an employee of Holdings on the
              date of each such Special Award Bonus (as defined below), and
              in addition to any other compensation plan or program, annual
              or long-term as described in this Section 3.3, Executive shall
              be paid a special annual award (the "Special Award Bonus") on
              the Effective Date and each of the next four anniversary dates
              of the Effective Date in the amount per year equal to
              $153,049.40 plus all interest then accrued on the outstanding
              balance of that certain Non-Recourse Demand Note dated December
              31, 2001 executed by Executive in favor of Holdings in the
              principal amount of $298,579.78 (the "MRTC Note") and all
              interest then accrued on the outstanding balance of that
              certain Non-Recourse Demand Note dated January 4, 2002 executed
              by Executive in favor

                                      1

<PAGE>

              of Madison River Capital, LLC ("MRC") in the principal amount
              of $466,667.00 (the "MRC Note" and together with the MRTC Note,
              the "Notes"), all as is more fully described on the attached
              Schedule A. The Special Award Bonus shall be withheld by
              Holdings and directly applied as a payment of interest and
              reduction of principal owed by Executive to Holdings or MRC
              pursuant to the Notes.    The amount of the Special Award Bonus
              shall be applied first to the payment of accrued but unpaid
              interest on, and then to the outstanding principal balance of,
              the MRTC Note.  After payment in full of all amounts owing on
              the MRTC Note, the amount of any additional Special Award
              Bonuses shall be applied next to the payment of accrued but
              unpaid interest on, and then to the outstanding principal
              balance of, the MRC Note.  Notwithstanding the foregoing, in
              the event that (i) Executive's employment is terminated by
              Holdings other than for Cause (as defined herein), by Executive
              for Good Reason (as defined herein), or due to the death or
              Disability (as defined herein) of Executive, or (ii) on or
              before December 31, 2005, Holdings does not offer to extend
              Executive's employment pursuant to this Agreement for a period
              of not less than two years on terms not less favorable than the
              terms set forth herein (and provided Executive's employment has
              not previously been otherwise terminated on or prior to that
              date), then Executive shall be entitled to receive a special
              termination award bonus (the "Special Termination Bonus" and
              together with the Special Award Bonus, each a "Bonus") as of
              the date of such termination or non-renewal in the amount equal
              to the full principal balance then outstanding on the Notes and
              all accrued but unpaid interest thereon, which Special
              Termination Bonus shall be withheld by Holdings and directly
              applied as a payment of interest and principal owed by
              Executive to Holdings or MRC under the Notes.  Upon any paydown
              of any principal and interest under the Notes as provided for
              in this Section, Holdings and MRC hereby agree that a pro rata
              portion of the Pledged Securities (as defined in each of the
              Notes) shall be released from the lien and security interest
              granted in favor of each of them to secure repayment of the
              Notes.

         (b)  On each date on which Executive receives either a Special Award
              Bonus or the Special Termination Bonus pursuant to Section
              3.3(a) above, Executive shall be entitled to receive from
              Holdings, or its wholly-owned subsidiary Madison River
              Management LLC, a payment in an amount equal to 45% of the
              aggregate amount of the Bonus paid on such date (the "Tax
              Offset Payment"), all as is more fully described on the
              attached Schedule A.  Holdings, or Madison River Management
              LLC, as applicable, shall withhold from the Tax Offset Payment
              the amount which Holdings determines to be its withholding
              obligations for federal, state and local income and employment
              taxes on the amount of any Bonus and the amount of the Tax
              Offset Payment.  If the amount that Holdings determines that it
              is required to withhold for such taxes exceeds the amount of
              the Tax Offset Payment, the balance shall be paid to Executive
              promptly following such determination.  If, on the other hand,
              the amount that Holdings determines that it is required to
              withhold for such

                                      2

<PAGE>

              taxes does not exceed the amount of the Tax Offset Payment,
              Executive shall promptly pay to Holdings an amount equal to
              such shortfall."

    2.  Termination of Existing Bonus.  Executive hereby acknowledges and
agrees that he shall not hereafter be entitled to all or any portion of the
$23,333.35 bonus described in Section 3.3 of the Employment Agreement.

    3.  Effect on Employment Agreement.  Except as specifically provided
herein, the Employment Agreement, as amended to date, shall remain in full
force and effect in accordance with their terms.

    4.  Effect on the Notes.  This Amendment shall not be deemed to amend,
modify or change the provisions of the Notes, which Notes shall remain in
full force and effect in accordance with their terms.

    5.  Counterparts; Facsimile Signatures.  This Amendment may be executed
in any number of counterparts, each of which shall constitute an original,
but which, when taken together, shall constitute by one instrument.  One or
more counterparts of this Amendment or any exhibit hereto may be delivered
via facsimile, with the intention that they shall have the same effect as an
original counterpart hereof.

    6.  Governing Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of North Carolina, without regard to
the conflict of laws provisions thereof.

                          [Signature page follows.]

                                      3

<PAGE>

IN WITNESS WHEREOF, the parties have executed this First Amendment to the
Employment Agreement effective as of the day and year first above written.




                                     MADISON RIVER TELEPHONE COMPANY LLC


                                     By:    /s/ J. STEPHEN VANDERWOUDE
                                            ---------------------------
                                     Name:  J. Stephen Vanderwoude
                                            ---------------------------
                                     Title: Chairman & CEO
                                            ---------------------------


                                     MADISON RIVER CAPITAL, LLC


                                     By:    /s/ J. STEPHEN VANDERWOUDE
                                            ---------------------------
                                     Name:  J. Stephen Vanderwoude
                                            ---------------------------
                                     Title: Chairman & CEO
                                            ---------------------------


                                     /s/ PAUL H. SUNU       (SEAL)
                                     -------------------
                                     Paul H. Sunu




                                      4