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                                                                EXHIBIT 10.28
                             EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT, dated as of December 1, 2002 by and among Madison River
Telephone Company LLC, a Delaware limited liability company ("Holdings"), and
Ken Amburn ("Executive").


                                   RECITALS

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

In order to induce Executive to agree to continue to serve as Managing
Director-Chief Operating Officer Local Telecommunications Division 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.

          2. Term of Employment.

      Executive's term of employment under this Agreement shall commence on
      January 1, 2003 (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").

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          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.

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.  Deleted

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          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);

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     (iv) requiring Executive to relocate his primary residence or locating
          the principal executive office of the Company outside the United
          States of America.


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

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          (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.

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:
            Ken Amburn
            3201 Cabarrus Drive
            Greensboro, NC 27407
            Facsimile:
            Confirmation: (336) 297-9163


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).

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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.

<PAGE>

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.

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 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, (ii) Executive is not
a party to or bound by any employment agreement, non-compete agreement or
confidentiality agreement with any other Person and (iii) 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.  Deleted.

21.  Complete Agreement.  This Agreement, those documents expressly referred
to herein, 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.




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



<PAGE>


                              MADISON RIVER TELEPHONE COMPANY LLC


                              By:  /s/ J. STEPHEN VANDERWOUDE
                                  ---------------------------------


                                  /s/ KEN AMBURN
                              -------------------------------------
                                    Executive