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                                                                   Exhibit 10.24




                               EIGHTH AMENDMENT TO
                            MASTER SERVICES AGREEMENT

Confidential Treatment. The portions of this exhibit that have been replaced
with "[*****]" have been filed separately with the Securities and Exchange
Commission and are the subject of an application for confidential treatment.

         This Eighth Amendment ("Eighth Amendment") is effective as of the 1st
day of April, 2002 ("Eighth Amendment Effective Date") and amends and
supplements that certain Master Services Agreement, as amended (the "Agreement")
dated as of the 9th day of December, 1999, by and between VALOR
TELECOMMUNICATIONS ENTERPRISES, LLC (as successor to Valor Telecommunications
Southwest, LLC, successor to dba Communications LLC) ("Client") and ALLTEL
INFORMATION SERVICES, INC. ("ALLTEL ').

                              W I T N E S S E T H:

         WHEREAS, Client desires that ALLTEL provides access to and use of the
GlinkPro software and ALLTEL is willing to provide the GlinkPro software for
Client's use in accordance with the terms and conditions contained herein;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, the parties agree as follows:

1.       The following terms and conditions applicable to Client's use of the
         GlinkPro software ("Glink") and those set forth in Exhibit 1 to this
         Eighth Amendment shall govern Client's use of Glink.

2.       The fees applicable to Client's use of Glink shall be as follows:

         2.1      On the Eighth Amendment Effective Date, Client shall pay to
                  ALLTEL a total one-time upgrade fee of $[*****] plus
                  applicable taxes. This Upgrade fee provides for back
                  maintenance and upgrades to make the 350 Glink licenses held
                  by Client as of the Eighth Amendment Effective Date current
                  with the release of Glink generally available from the Glink
                  vendor, Bull HN Information Systems Inc. ("Bull Systems"), as
                  of the Eighth Amendment Effective Date.

         2.2      On the Eighth Amendment Effective Date, Client shall pay to
                  ALLTEL a one-time license fee of $[*****] plus applicable
                  taxes for 500 additional licenses of Glink.

         2.3      On April 1, 2002, and annually thereafter for so long as
                  Client shall be using Glink pursuant to this Eighth Amendment,
                  Client shall pay to ALLTEL a maintenance fee of $[*****] for
                  the total of 850 licenses.

3.       ALLTEL reserves the right to increase the maintenance fees set forth in
         Section 2.3 annually to reflect any fee increases passed on to ALLTEL
         by Bull Systems.

4.       All capitalized terms not otherwise defined in this Eighth Amendment
         shall have the same meaning set forth in the Agreement.

5.       Except as herein expressly amended, the Agreement as previously amended
         is ratified, confirmed and remains in full force and effect.

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6.       All references to the Agreement shall mean as such Agreement is amended
         hereby and as may in the future be amended, restated, supplemented or
         modified from time to time.

7.       This Eighth Amendment may be executed by the parties hereto
         individually or in combination, in one or more counterparts, each of
         which shall be an original and all of which shall constitute one and
         the same agreement.

         IN WITNESS WHEREOF, the parties have executed this Eighth Amendment as
of the Eighth Amendment Effective Date by their duly authorized representatives.

ALLTEL INFORMATION SERVICES, INC.             VALOR TELECOMMUNICATIONS
                                              ENTERPRISES, LLC

By:  /s/ John Milligan                        By:  /s/ John Butler
     ___________________________________           _____________________________

Name: John Milligan                           Name: John Butler
      __________________________________            ____________________________

Title: Director of Operations                 Title: CFO/EVP
       _________________________________             ___________________________

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                                                                Eighth Amendment
                                                                       Exhibit 1

                        GUNK LICENSE TERMS AND CONDITIONS

1.       In consideration for Client's payment of license fees for 850 uses (the
         "Licensed Quantity") of Glink, Client shall have the right to use Glink
         within Client's facilities regardless of their location or method of
         connection (e.g. Local Area Network (LAN), Wide Area Network (WAN),
         modem or direct) to the host systems being accessed. Once Glink is
         loaded on a personal computer within Client's facilities ("Licensed
         System"), the personal computer is counted against the Licensed
         Quantity. Additional licenses beyond the Licensed Quantity are
         available for additional fees. Client shall also have the right to use
         any combination of the DOS, Windows and/or Macintosh versions of Glink
         provided the combined quantity does not exceed the Licensed Quantity.

2.       For Glink in machine-readable form, Client may make adaptations or
         merge Glink into other software provided that, upon termination of the
         Glink license, such adaptation or merged work is completely removed
         from Glink. Client agrees: (1) all copies of Glink, in any form, are
         and remain the property of Bull Systems or its licensor; (2) Client
         shall not sell, transfer or otherwise make Glink available to others,
         shall secure and protect each copy of Glink, including erasure thereof
         prior to disposing of media, and shall take action with Client's
         employees to satisfy Client's obligations; (3) to keep Glink
         confidential and that this obligation survives termination of the
         Agreement; (4) not to reverse assemble or decompile Glink in whole or
         part; (5) to include copyright or trade secret notices on all copies
         and adaptations in any form of Glink; (6) to determine the appropriate
         use and limitations of Glink; and (7) that certain Bull Systems
         licensed software contains software from various vendors who are third
         party beneficiaries of the Glink license and may also enforce the
         license terms and conditions.

3.       The Glink license is effective on its shipment date (F.O.B. point of
         shipment) and continues until terminated as provided in this Section 3.
         Client may terminate a license upon 30 days' written notice. If Client
         fails to comply with Client's license obligations and such failure
         continues for 10 days after receipt of notice from ALLTEL and/or Bull
         Systems, then Client's license may be terminated by ALLTEL and/or Bull
         Systems and Client shall return immediately any affected portion of
         Glink and all copies in any form. In any event, the Glink license
         terminates when Client ceases possession of the Licensed System, except
         as provided in Section 4 below. Within 5 days after (1) an installation
         of Glink which replaces another or (2) the termination of the Glink
         license, Client shall destroy the original and all copies in any form
         and upon request certify the destruction in writing.

4.       Client acquires no ownership, title, interest or other rights to Glink.

5.       The media on which Glink is delivered is free from defects in
         workmanship and material under normal use for 90 days from shipment.

6.       Each Licensed System can either load a copy of Glink residing on a
         server system or Client may load Glink directly from a copy of the
         Glink diskette(s), or some combination

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         thereof, up to the Licensed Quantity. Client may make one (1) backup
         copy of Glink for Client's own use on the Licensed System only. Glink
         is delivered to Client's designated representative for distribution to
         Client's Licensed Systems.

7.       ALLTEL, BULL AND THEIR SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED
         WARRANTIES, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE NOT SPECIFIED
         HEREIN, RESPECTING THESE TERMS AND CONDITIONS AND THE SOFTWARE,
         DOCUMENTATION AND SERVICES PROVIDED.

8.       LIMITATIONS OF REMEDY.

         8.1      Neither Bull Systems, nor ALLTEL, nor Client are liable for
                  any indirect, special or consequential damages or lost profits
                  to anyone arising out of Client's use of Glink, media,
                  documentation or service provided.

         8.2      Except for an action for payment of taxes, no action in any
                  form arising out of these terms and conditions shall be
                  instituted more than 2 years after the cause of action has
                  arisen or in the case of nonpayment, more than 2 years from
                  the date of last payment or promise to pay.

         8.3      Client's exclusive remedy and ALLTEL's and Bull Systems'
                  entire liability in contract, tort or otherwise, is to (i)
                  replace any media which does not meet the warranty in Section
                  5 above upon return of the media or (ii) if ALLTEL or Bull
                  Systems is unable to deliver media free of such defects,
                  Client may terminate the license by returning Glink, and
                  Client's license fee payment will be refunded.

9.       GENERAL

         9.1      ALLTEL's and Bull Systems' obligations under these terms and
                  conditions are limited to the United States. Client shall not
                  export directly or indirectly any technical data, information
                  or items acquired hereunder to any country for which the
                  United States Government (OT any agency thereof) requires an
                  export license or other approval without first obtaining such
                  license OT approval and shall incorporate in all export
                  shipping documents the applicable destination control
                  statements.

         9.2      Neither ALLTEL nor Bull Systems is liable for, nor has any
                  obligation arising from, any performance failure or delay not
                  causes beyond its control, including, but not limited to,
                  non-conformance to Bull Systems specification, acts of God,
                  war, riots, fire or water damage, or other similar causes.

         9.3      The limitations of remedy and warranty exclusions set forth in
                  these terms and conditions apply also to Bull Systems'
                  suppliers who are intended beneficiaries of such provisions.

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         9.4      These terms and conditions are governed by Massachusetts law,
                  are the complete and exclusive statement of the use conditions
                  of Glink between the parties and supersedes all prior oral and
                  written proposals and communications regarding Glink.

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