EXHIBIT 10.14


                                    AGREEMENT

            THIS AGREEMENT is made and entered into as of the 22nd day of June, 
1998 by and between CT COMMUNICATIONS, INC. (the "Company"), a North Carolina 
corporation, and RICHARD L. GARNER, JR. ("Employee"), an individual residing in 
_________ County, North Carolina;

            WHEREAS, the Employee is a valued employee of the Company or one of
the Company's subsidiaries, and in order to induce the Employee to continue
employment with the Company and to enhance the Employee's job security, the
Company desires to provide compensation to the Employee in the event the
Employee's employment is terminated following a change in control of the
Company, as hereinafter provided; and

            WHEREAS, because the Employee has or will become familiar with the
Company's products, relationships, trade secrets and confidential information
relating to both the Company's and its customers' business, products, processes
and development and may generate or have generated confidential information, the
Company wishes to protect its long-term interests by having the Employee enter
into non-disclosure and non-competition covenants;

            NOW, THEREFORE, in consideration of the terms contained herein,
including the compensation the Company agrees to pay to the Employee upon
certain events, the Employee's continued employment with the Company, the
Employee's covenants and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Employee agree
as follows:

                  I. TERMINATION FOLLOWING A CHANGE IN CONTROL

            A. If a Change in Control (as defined in Section IA(iii) hereof)
occurs and if, within two years following the Change in Control, the employment
of the Employee is terminated (A) by the Company other than for Cause (as
defined in Section IA(i) hereof), or (B) by the Employee for Good Reason (as
defined in Section IA(ii) hereof), the Employee's Compensation (as defined in
Section IA(iv) hereof) shall continue to be paid in monthly installments,
subject to applicable withholdings, by the Company for a period of twelve (12)
months following such termination of employment. In lieu of receiving payment of
Compensation for such 12-month period in installments, the Employee may elect,
at any time prior to the earlier to occur of a Change in Control or action by
the Board of Directors of the Company (the "Board") with respect to an event
which would, upon consummation, result in a Change in Control (which election
shall be evidenced by notice filed with the Company), to be paid the present
value of any such Compensation in a lump sum within 30 days of termination of
the Employee's employment under circumstances entitling such Employee to
Compensation hereunder. The calculation of the amount due shall be made by the
independent accounting firm then performing the Company's independent audit, and
such calculation, including but not limited to any discount factor used to
determine present value, shall be conclusive.



 

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            For purposes of this Agreement, the following terms shall have the
meanings indicated:

            (i)         Cause. Termination by the Company for "Cause" shall mean

                        termination with the approval of the Board (A) because
                        of willful misconduct of a material nature by the
                        Employee in connection with the performance of his
                        duties as an employee; (B) because of the Employee's use
                        of alcohol or illegal drugs that affects his ability to
                        perform his assigned duties as an employee; (C) because
                        of the Employee's conviction of a felony or serious
                        misdemeanor involving moral turpitude; (D) because of
                        the Employee's embezzlement or theft from the Company;
                        (E) because of the Employee's gross inattention to or
                        dereliction of duty; or (F) because of performance by
                        the Employee of any other willful act(s) which the
                        Employee knew or reasonably should have known would be
                        materially detrimental to the Company; provided,
                        however, that prior to the determination by the Board
                        that "Cause" as described in A, E or F above has
                        occurred, the Board shall (1) provide to the Employee in
                        writing, in reasonable detail, the reasons for the
                        Board's determination that such "Cause" exists, (2)
                        afford the Employee a reasonable opportunity to remedy
                        any such breach, (3) provide the Employee an opportunity
                        to be heard at the Board meeting where the final
                        decision to terminate the Employee's employment
                        hereunder for such "Cause" is to be considered, and (4)
                        make any decision that such "Cause" exists in good
                        faith.

            (ii)        Good Reason.  Termination by the Employee for "Good 
                        Reason" shall mean (A) a material reduction in the 
                        Employee's position, duties, responsibilities or status
                        as in effect immediately preceding the Change in
                        Control, or a change in the Employee's title resulting
                        in a material reduction in his responsibilities or
                        position with the Company as in effect immediately
                        preceding the Change in Control, in either case without
                        the Employee's consent, but excluding for this purpose
                        any isolated, insubstantial and inadvertent action not
                        taken in bad faith and which is remedied promptly by the
                        Company after receiving notice from the Employee and
                        further excluding any such reductions or changes made in
                        good faith to conform with generally accepted industry
                        standards for the Employee's position; (B) a reduction
                        in the rate of the Employee's base salary as in effect
                        immediately preceding the Change in Control or a
                        decrease in any bonus amount to which the Employee was
                        entitled pursuant to the Company's bonus or incentive
                        plans at the end of the fiscal year immediately
                        preceding the Change in Control, in either case without
                        the Employee's consent; provided, however, that a
                        decrease in the Employee's bonus amount shall not
                        constitute "Good Reason" and nothing herein shall be
                        construed to guarantee such bonus awards if performance,
                        either by the Company or the Employee, is below such
                        targets as may reasonably and in good faith be set forth
                        in such bonus or incentive plans; or (C) the relocation
                        of the Employee, without his consent, to a location
                        outside a 30 mile radius of Concord, North Carolina,
                        following a Change in Control.




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            (iii)       Change in Control. For purposes of this Agreement,
                        "Change in Control" shall mean (A) the consummation of a
                        merger, consolidation, share exchange or similar
                        transaction of the Company with any other corporation,
                        entity or group, as a result of which the holders of the
                        voting capital stock of the Company as a group would
                        receive less than 50% of the voting capital stock of the
                        surviving or resulting corporation; (B) the consummation
                        of an agreement providing for the sale or transfer
                        (other than as security for obligations of the Company)
                        of substantially all the assets of the Company; or (C)
                        in the absence of a prior expression of approval by the
                        Board, the acquisition except by inheritance or devise
                        of more than 20% of the Company's voting capital stock
                        by any person within the meaning of Section 13(d)(3) of
                        the Securities Exchange Act of 1934, as amended, other
                        than a person, or group including a person, who
                        beneficially owned, as of the date of this Agreement,
                        more than 5% of the Company's voting stock or equity,
                        except that transactions between the Company and any
                        affiliate or subsidiary of the Company and transactions
                        between the Company and any employee stock ownership
                        plan shall not be deemed a "Change in Control" as
                        described in A, B or C above.

            (iv)        Compensation. The Employee's Compensation shall consist
                        of the following: (A) the Employee's annual base salary,
                        as paid by the Company, in effect immediately preceding
                        the Change in Control plus (B) an annual bonus equal to
                        the average bonus (calculated as a percentage of base
                        salary, without regard to vesting schedules or
                        restrictions on the bonus compensation and converting
                        all post-employment payments in stock and stock options
                        to a cash present value) paid by the Company for each
                        one-year performance period (often referred to as the
                        "annual incentive program") to the Employee for the
                        three (3) most recent fiscal years ending prior to such
                        Change in Control pursuant to the Company's incentive
                        and bonus plans or, if the relevant bonus program has
                        not existed for three (3) years preceding the Change of
                        Control, an amount equal to the estimated average bonus
                        as calculated by the independent accounting firm then
                        performing the Company's independent audit, which
                        calculation shall be conclusive.

            B. Upon termination of the Employee's employment entitling the
Employee to Compensation set forth in Section IA hereof, and for the 12-month
period following such termination of employment (unless terminated sooner as
provided herein), the Company shall:

             (i)        maintain in full force and effect for the continued
                        benefit of the Employee medical insurance (including
                        coverage for the Employee's dependents to the extent
                        dependent coverage is provided by the Company for its
                        employees generally) under such medical insurance plans
                        and programs in which the Employee was entitled to
                        participate immediately prior to the date of such
                        termination of employment, provided that the Employee's
                        continued participation is possible under the general
                        terms and provisions of such plans and programs. During
                        such period, the Company will pay the Employee's
                        portion, if any, of such medical insurance premiums that
                        may be required, and the Employee's termination



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                        of employment at the beginning of the period shall not
                        constitute a "qualifying event" under the Consolidated
                        Omnibus Budget Reconciliation Act of 1985 ("COBRA"). At
                        the conclusion of such period, the Employee shall be
                        entitled to full rights to continued medical insurance
                        coverage as provided under COBRA, if eligible. In the
                        event that the Employee's participation in any such plan
                        or program is barred for any reason, the Company shall
                        arrange to provide the Employee with medical insurance
                        benefits for such 12-month period substantially similar
                        to those which the Employee would otherwise have been
                        entitled to receive under such plans and programs from
                        which his continued participation is barred; provided,
                        however, in no event will the Employee receive from the
                        Company the medical insurance contemplated by this
                        Section IB if the Employee receives comparable insurance
                        from any other source;

            (ii)        permit the Employee to participate in all qualified
                        retirement plans, including without limitation the
                        Company's pension plan and salary-reduction defined
                        contribution plan;

            (iii)       maintain in full force and effect for the continued 
                        benefit of the Employee the
                        Employee's life insurance (both basic and
                        supplemental, if applicable);and

            (iv)        maintain in full force and effect for the continued
                        benefit of the Employee the Employee's short term
                        disability and long term disability insurance policies.

            C. Upon termination of the Employee's employment entitling the
Employee to Compensation as set forth in Section IA hereof, the Employee will
become immediately vested in any and all stock options and shares of restricted
stock previously granted to him by the Company notwithstanding any provision to
the contrary of any plan under which the options or restricted stock are
granted. Any accrued but ungranted stock options or restricted stock shall also
be fully vested upon grant to the Employee. The Employee may exercise such
options only at the times and in the method described in such options. All
restrictions on shares of the Company's stock granted under any plan shall lapse
upon a Change of Control. The Company will amend such options or plans in any
manner necessary to facilitate the provisions of this Section IC.

            D. It is the intention of the Company and the Employee that no
portion of the payment made under this Agreement, or payments to or for the
Employee under any other agreement or plan, be deemed to be an excess parachute
payment as defined in the Internal Revenue Code of 1986, as amended (the "Code")
section 280G or any successor provision. The Company and the Employee agree that
the present value of any payment hereunder and any other payment to or for the
benefit of the Employee in the nature of compensation, receipt of which is
contingent on a Change in Control of the Company, and to which Code section 280G
or any successor provision thereto applies, shall not exceed an amount equal to
one dollar less than the maximum amount that the Employee may receive without
becoming subject to the tax imposed by Code section 4999 or any successor
provision or which the Company may pay without loss of deduction under Code
section 280G or any successor provisions. Present value for purposes



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of this Agreement shall be calculated in accordance with Code section 1274(b)(2)
or any successor provision. In the event that the provisions of Code sections
280G and 4999 or any successor provisions are repealed without succession, this
Section ID shall be of no further force or effect.

            E. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation, share exchange or otherwise) to
all or substantially all of the business and/or assets of the Company, by
agreement in form and substance satisfactory to the Employee, to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Employee to compensation from the Company in the same amount
and on the same terms as he would be entitled to hereunder if he terminated his
employment for Good Reason, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the date the Employee's employment was terminated. As used in this
Agreement, "Company" shall mean the Company as defined herein and any successor
to its business and/or assets as aforesaid that executes and delivers the
agreement provided for in this Section IE or that otherwise becomes bound by the
all terms and provisions of this Agreement by operation of law.

            F. Except as elected by the Employee with the prior consent of the
Company, all payments provided for under this Section I shall be paid in cash
(including the cash values of stock options or restricted stock, if any) from
the general funds of the Company, and no special or separate fund shall be
established, and no other segregation of assets shall be made to assure payment,
except as provided to the contrary in funded benefits plans. The Employee shall
have no right, title or interest whatsoever in or to any investments that the
Company may make to aid the Company in meeting its obligations under this
Section I. Nothing contained herein, and no action taken pursuant to the
provisions hereof, shall create or be construed to create a trust of any kind or
a fiduciary relationship between the Company and the Employee or any other
person. To the extent that any person acquires a right to receive payments from
the Company hereunder, such right shall be no greater than the right of an
unsecured creditor of the Company.

            G. Following the Employee's termination as a result of a Change in
Control, the Corporation agrees (i) to indemnify, defend and hold harmless the
Employee from and against any liabilities other than those contained in Section
II and III hereof and crimes committed by the Employee against the Company to
which he may be subject as a result of his service as an officer or director of
the Company or as an officer or director of any of the Company's subsidiaries or
affiliates, and (ii) to indemnify the Employee for all costs, including
attorney's fees and other professional fees and disbursements, of (a) any legal
action brought or threatened against him as a result of such employment, or (b)
any legal action in which the Employee is compelled to give testimony as a
result of his employment hereunder, to the fullest extent permitted by, and
subject to the limitations of, the laws of the state of North Carolina.



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            H. In the event that any dispute shall arise between the Employee
and the Company relating to his rights under this Agreement following a Change
in Control, and it is determined by agreement between the parties, or by a final
judgment of a court of competent jurisdiction that is no longer subject to
appeal, that the Employee has been substantially successful in his claims, then
reasonable legal fees and disbursements of the Employee in connection with such
dispute shall be paid by the Company.

            I. Following the employee's termination as a result of a Change in
Control, the Employee shall be entitled to receive outplacement assistance for a
period of six (6) months at the Company's expense.


              II. COVENANT NOT TO DISCLOSE CONFIDENTIAL INFORMATION

            A. The Employee understands that his position with the Company is
one of trust and confidence because of the Employee's access to trade secrets
and confidential and proprietary business information. The Employee pledges his
best efforts and utmost diligence to protect and keep confidential the trade
secrets and confidential or proprietary business information of the Company.

            B. Unless required by the Company in connection with his employment
or with the Company's express written consent, the Employee agrees that he will
not, either during his employment or afterwards, directly or indirectly, use,
misappropriate, disclose or aid anyone else in disclosing to any third party for
the Employee's own benefit or the benefit of another all or any part of any of
the Company's trade secrets or confidential or proprietary information, whether
or not the information is acquired, learned, or developed by the Employee alone
or in conjunction with others. The Employee makes the same pledge with regard to
the confidential information of the Company's customers, contractors, or others
with whom the Company has a business relationship.

            C. The Employee understands that trade secrets and confidential or
proprietary information, for purposes of this Agreement, shall include, but not
be limited to, any and all versions of the Company's computer software,
hardware, and documentation; all methods, processes, techniques, practices,
product designs, pricing information, billing histories, customer requirements,
customer lists, employee lists and salary/commission information, personnel
matters, financial data, operating results, plans, contractual relationships,
and projections for business opportunities for new or developing business of the
Company; and all other confidential or proprietary information, patents, ideas,
know-how and trade secrets which are in the possession of the Company, no matter
what the source, including any such information that the Company obtains from a
customer, contractor or another party or entity and that the Company treats or
designates as confidential or proprietary information, whether or not such
information is owned or was developed by the Company.

            D. The Employee also agrees that all notes, records (including all 
computer and electronic records), software, drawings, handbooks, manuals, 
policies, contracts, memoranda,

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sales files, customer lists, employee lists or other documents that are made or
compiled by the Employee, or which were available to the Employee while he was
employed at the Company, in whatever form, including but not limited to all such
documents and data concerning any processes, inventions, services or products
used or developed by the Employee during his employment, shall be the property
of the Company. The Employee further agrees to deliver and make available all
such documents and data to the Company, regardless of how stored or maintained
and including all originals, copies and compilations thereof, upon the
separation of his employment, for any reason, or at any other time at the
Company's request.

            E. The Employee understands that the Company expects him to respect
any trade secrets or confidential information of any of the Employee's former
employers, business associates, or other business relationships. The Employee
also agrees to respect the Company's express direction to the Employee not to
disclose to the Company, its officers, or any of its employees any such
information so long as it remains confidential.

            F. The Employee understands that the secrecy of certain
communications is protected by state and federal laws, and that violations of
the Federal Communications Act may subject the Employee to fines of up to
$10,000, or imprisonment for up to ten years, or both. Therefore, the Employee
agrees that the following restrictions apply to all modes of communications
during the duration of the Employee's employment with the Company:

                        1. The Employee will not divulge to any unauthorized
            person any knowledge that he may have regarding communication
            arrangements between the Company and its customers.

                        2. Except as required by the daily performance of his
            duties, the Employee will not give to any individual or group any
            information whatsoever regarding the location of telecommunications
            equipment, trunks, cables, circuits, etc., or regarding the
            installation of the Company's central office equipment, or any
            information regarding the Company's plant or facilities.

                        3. Except as required in the performance of his duties
            with the Company, the Employee will not listen in on any telephone
            conversation in any form, nor disclose to any unauthorized
            individual or group any part of any telephone conversation which the
            Employee may overhear in the performance of his duties.

                        4. The Employee will not discuss with his family,
            friends or acquaintances any information gained through his
            employment with the Company regarding military installations,
            communications, filter centers or other communication procedures and
            equipment relating to national security.

                        5. The Employee will not divulge to any unauthorized
            individual or group the existence, substance, purport, effect of
            meaning of any communication between the Company's customers.


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                        6. The Employee will promptly refer to his supervisor
            any unauthorized request regarding telephone communications.

                          III. COVENANT NOT TO COMPETE

            A. For and in consideration of this Agreement, the change in control
protection contained herein and the Employee's continued employment with the
Company, the Employee agrees that, unless specifically authorized by the Company
in writing, the Employee will not during his employment with the Company and for
a period of one year after his employment with the Company has terminated or
ended (whatever the reason for the end of the employment relationship):

                        1. Engage in any "Competitive Activity" (as defined 
            below) within the "Restricted Territory" (as defined below); and/or

                        2. Serve as an employee, director, owner, partner,
            contractor, consultant or agent of, or own any interest in (except
            for ownership of a minor percentage of stock in a "public"
            competitor), any person, firm or corporation that engages in
            "Competitive Activity" within the "Restricted Territory"; and/or

                        3. Engage in any "Competitive Activity" with, for or
            towards or divert, attempt to divert or direct others to divert any
            business of the Company from an existing Company customer, a joint
            venturer or other business partner of the Company (hereinafter
            referred to as an "affiliate"), or from a potential customer
            identified through leads or relationships developed during the
            Employee's employment with the Company, within the "Restricted
            Territory".

            B. Furthermore, the Employee will not during his employment with the
Company and for a period of two years after his employment with the Company has
terminated or ended (whatever the reason for the end of the employment
relationship) solicit or hire for employment or as an independent contractor any
employee of the Company, or solicit, assist, induce, recruit, or assist or
induce anyone else to recruit or cause another person in the employ of the
Company or any of the Company's affiliates to leave his employment with the
Company or affiliate for the purpose of joining, associating, or becoming
employed with any business or activity with which the Employee is or expects to
be directly or indirectly associated or employed.

            C. "Competitive Activity" means: (1) the business activities engaged
in by the Company during the Employee's employment with the Company, including
the sales, marketing, distribution and provision of telecommunications services,
equipment or other products of the type of which the Employee sold or was
involved during his employment with the Company; and/or (2) the performance of
any other business activities competitive with the Company for or on behalf of
any telecommunications entity.

            D.          "Restricted Territory" means: (1) the geographic area 
encompassing a seventy-five (75) mile radius of Concord, North Carolina; and/or 
(2) any Metropolitan Statistical Area (as



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defined by the United States Department of Commerce) from which the Company
generated at least two percent (2%) of its gross annual revenue during the last
two calendar years before the end of the Employee's employment with the Company

                         IV. ACKNOWLEDGMENTS BY EMPLOYEE

            A. The Employee acknowledges that the restrictions placed upon him
by this Agreement are reasonable given the nature of the Employee's position
with the Company, the area in which the Company markets its products and
services, and the consideration provided by the Company to the Employee pursuant
to this Agreement. Specifically, the Employee acknowledges that the length of
the Covenant Not to Compete in Section III is reasonable and that the
definitions of "Competitive Activity" and "Restricted Territory" are reasonable.

            B. The Employee agrees that in the event of any breach or threatened
breach of the provisions of Section II and III hereof by the Employee, the
Company's remedies at law would be inadequate, and the Company shall be entitled
to an injunction (without any bond or other security being required),
restraining such breach, and costs and attorneys' fees relating to any such
proceeding or any other legal action to enforce the provisions of this
Agreement, but nothing herein shall be construed to preclude the Company from
pursuing any other remedies at law or in equity available to it for any such
breach or threatened breach. Moreover, the Employee also agrees that if the
Employee breaches any of Sections II or III above, the Employee shall be
required to refund to the Company and the Company shall be entitled to recover
of the Employee 90% of the amount of the Employee's Compensation (as defined in
Section IA(iv) herein) for a Change in Control already paid to the Employee by
the Company under this Agreement at the time of the breach, and the Employee
shall forfeit at the time of the breach the right to any additional payments or
benefits under this Agreement, except that if the breach occurs before the
payments set forth in Section IA are made, the Employee shall be entitled to
receive the first monthly payment set forth in Section IA, if generally eligible
under Section I, and nothing more. In such case, the Employee and the Company
agree that the confidential information and non-compete obligations contained in
this Agreement shall remain valid and enforceable based upon the consideration
actually paid.

            C. The Employee acknowledges that all of the provisions of the
Agreement are fair and necessary to protect the interests of the Company.
Accordingly, the Employee agrees not to contest the validity or enforceability
of Section II or Section III hereof and agrees that if any court should hold any
provision of Section II or Section III hereof to be unenforceable, the remaining
provisions will nonetheless be enforceable according to their terms. Further, if
any provision or subsection is held to be overly broad as written, the Employee
agrees that a court should view the above provisions and subsections as
separable and uphold those separable provisions and subsections deemed to be
reasonable.

            D. The Employee understands that every provision of this Agreement
is severable from each other provision of this Agreement. Therefore, if any
provision of this Agreement is held invalid or unenforceable, every other
provision of this Agreement will continue to be fully valid and enforceable. In
the event that any provision of this Agreement is determined by a 


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court of competent jurisdiction to be void or unenforceable, the Employee and
the Company agree that such provision shall be enforced to the extent reasonable
under the circumstances and that all other provisions shall be enforceable to
the fullest extent permissible by law. The Employee and the Company further
agree that, if any court makes such a determination, such court shall have the
power to reduce the duration, scope and/or area of such provisions and/or delete
specific words and phrases by "blue penciling" and, in its reduced or blue
penciled form, such provisions shall then be enforceable as allowed by law.

                                V. MISCELLANEOUS

            A. The Employee shall have no right to receive any payment hereunder
except following a Change of Control as determined pursuant to Section I.
Nothing contained in this Agreement shall confer upon the Employee any right to
continued employment by the Company or shall interfere in any way with the right
of the Company to terminate his employment at any time for any/or no reason. The
provisions of this Agreement shall not affect in any way the right or power of
the Company to change its business structure or to effect a merger,
consolidation, share exchange or similar transaction, or to dissolve or
liquidate, or sell or transfer all or part of its business or assets.

            B. The Employee understands that his obligations under this
Agreement will continue whether or not his employment with the Company is
terminated voluntarily or involuntarily, or with or without cause.

            C. This Agreement replaces any previous agreement relating to the
same or similar subject matter which the Employee and the Company may have
entered into with the Company with respect to the Employee's employment by the
Company. This Agreement may not be changed in any detail by any verbal
statement, representation, or other agreement made by any other Company
employee, or by any written document signed by any Company employee, other than
a Company officer.

            D. The Employee agrees that the Company's waiver of any default by
the Employer shall not constitute a waiver of its rights under this Agreement
with respect to any subsequent default by the Employee. No waiver of any
provision of this Agreement shall be valid unless in writing and signed by all
parties.

            E. This Agreement shall be binding upon, and inure to the benefit
of, the Employee and the Company and their respective permitted successors and
assigns. Neither this Agreement nor any right or interest hereunder shall be
assignable by the Employee, his beneficiaries, or legal representatives without
the Company's prior written consent.

            F. Where appropriate as used in this Plan, the masculine shall 
include the feminine.

            G. This Agreement has been executed and delivered in the State of
North Carolina, and the laws of the State of North Carolina shall govern its
validity, interpretation, performance and enforcement.


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            IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto effective as of the day and year first above stated.


                                              CT COMMUNICATIONS, INC.

                                              By: /s/ Michael R. Coltrane   
                                                  ---------------------------

                                              EMPLOYEE:

                                              /s/ Richard L. Garner, Jr. (Seal)
                                              --------------------------- 
                                              Richard L. Garner, Jr.



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